TCR_Public/060320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 20, 2006, Vol. 10, No. 67

                            Headlines

ACTIVANT SOLUTIONS: Hellman Deal Prompts Moody's to Hold Ratings
ADVANTASERIES: Moody's Rates $15 Million Class D Notes at Ba2
AFC ENTERPRISES: Registers Freeman Spogli's Shares for Resale
AIRWAY INDUSTRIES: Committee Wants to Hire Arent Fox as Counsel
AIRWAY INDUSTRIES: Committee Taps Alpern as Financial Advisors

ALLIED HOLDINGS: Renews Vehicle Delivery Deal with American Honda
AMERUS GROUP: Moody's Puts Ba2 Rating on Insurer's Preferred Stock
AMSTED INDUSTRIES: S&P Rates Proposed $700 Million Facility at BB-
ANCHOR GLASS: Court Sets Confirmation Hearing for April 17
ANDROSCOGGIN ENERGY: March 31 Bar Date Set for Rejection Claims

ATLANTIC EXPRESS: S&P Affirms CCC+ Ratings with Negative Outlook
B&G FOODS: Net Sales Rise 6.6% to $102.7 Mil. in 4th Quarter 2005
BANCO INDUSTRIAL: Occidente Deal Prompts Moody's to Hold Ratings
BAREFOOT RESORT: Wants Robinson Barton as Bankruptcy Counsel
BAREFOOT RESORT: Section 341(a) Meeting Scheduled for March 24

BEVERLY ENT: Closed Pearl Deal Cues Moody's to Withdraw Ratings
BOMBARDIER INC: Wins $361 Million Frankfurt Rail Contract
BSD SOFTWARE: January 31 Equity Deficit Widens to $3.3 Million
BUEHLER FOODS: Court Mulls Confirmation of Carolinas' Plan Today
BUEHLER FOODS: Court to Consider Confirmation of Unit's Plan Today

BUEHLER FOODS: March 23 Hearing on Kentucky's Liquidating Plan
BUEHLER FOODS: March 23 Hearing to Confirm Parent Company's Plan
BURLINGTON COAT: S&P Rates Proposed $775 Million Term Loan at B
CAPITAL AUTO: DBRS Places $31.5 Mil. Class D Note Rating at BB
CENTRAL PARKING: Moody's Holds Ba3 Rating on $299 Million Loans

CHAMPION ENTERPRISES: S&P Affirms B+ Corporate Credit Rating
CITIGROUP TRUST: Moody's Places Low-B Ratings on 2 Cert. Classes
COIN BUILDERS: Wants Plan-Filing Period Extended to April 5
COLUMBUS MCKINNON: Closes New $75 Mil. Revolving Credit Facility
COMM SOUTH: Chap. 7 Trustee Taps Stone & Baxter as Special Counsel

CONSECO FINANCE: Moody's Junks B1 Class B-2 Certificate Rating
CONGOLEUM CORP: Bond Committee Wants Teich Groh as Local Counsel
CONGOLEUM CORP: Wants Orloff Lowenbach to Review GHR's Services
COOPER TIRE: Reports Fourth Quarter & Year-End Financial Results
COOPER TIRE: Poor Performance Prompts S&P to Lower Ratings to BB

CORTS TRUST: S&P Upgrades $27 Million Securities' Ratings to B+
CREDIT SUISSE: Moody's Affirms Junked $4.9MM Class Q Cert. Rating
CROCS INC: Balance Sheet Upside-Down by $3.5 Million at Dec. 31
DEL MONTE: S&P Revises Outlook to Negative & Affirms Low-B Ratings
DEL MONTE: Pays $580 Million for Kraft's Milk-Bone Unit

DIGICEL LTD: Bouygues Deal Prompts Moody's to Hold Low-B Ratings
DOMINO'S INC: Moody's Places $100 Mil. Term Loan Rating at Ba3
DYNEGY HOLDINGS: Offers to Buy Back $1.75 Bil. 2nd Priority Notes
DYNEGY INC: S&P Affirms B Corp. Credit Rating & Outlook is Stable
EAGLEPICHER HOLDINGS: Wants to Walk Away from Crown-Phoenix Lease

ELECTRIC MACHINERY: Fluor Pays $1.1 Mil. to Settle Hotel Dispute
EXIDE TECH: Amends EBITDA Covenants in Senior Credit Facility
EXTRAORDINARY PLUS: Case Summary & 2 Largest Unsecured Creditors
FAIRFAX FINANCIAL: S&P Places BB Rating on Negative CreditWatch
FIDELITY NATIONAL: Certegy Deal Prompts Moody's Ratings Review

FISHER SCIENTIFIC: Inks Deal to Purchase Athena for $283 Million
FRESH DEL MONTE: Posts $3.5MM Net Loss in 4th Qtr. Ended Dec. 31
GARDEN STATE: Wants Removal Period Stretched to June 5
GENERAL MOTORS: Kohlberg Offers $12.5 Billion Bid for GMAC Stake
GENERAL MOTORS: GMAC Accounting Errors Delay Form 10-K Filing

GOLD FACTORY: Case Summary & 20 Largest Unsecured Creditors
GOLFSMITH INT'L: Note Offering Plan Prompts Moody's Rating Review
HARDWOOD P-G: U.S. Trustee Picks Four-Member Creditors' Committee
HARDWOOD P-G: Committee Taps Haynes and Boone as Counsel
HASCO TRUST: Moody's Rates Cert. Classes M-10 & M-11 at Low-B

HOUSTON EXPLORATION: Earns $154.6 Mil. in 4th Quarter of 2005
HRP MYRTLE: Moody's Junks Proposed $100 Mil. Secured Notes Rating
INDYMAC ARM: S&P Downgrades One Certificate Class' Rating to D
INEX PHARMA: May 18 Hearing in B.C. Appeals Court on Conv. Voting
INTEGRATED DISABILITY: Meeting of Creditors Scheduled for March 21

INTEGRATED DISABILITY: Can Access Cash Collateral on Interim Basis
INTERPOOL INC: Fitch Places Low-B Ratings on Positive Watch
INTERPOOL INC: S&P Puts BB Corporate Credit Rating on CreditWatch
INTERNATIONAL MANAGEMENT: Case Summary & Largest Unsec. Creditors
ISCHUS FUNDING: Moody's Rates $3 Million Class C Notes at Ba1

JAHN ROEDEMEIER: Case Summary & 16 Largest Unsecured Creditors
LBI MEDIA: Moody's Places $260 Mil. Secured Loan Rating at B1
LEAR CORP: Fitch Downgrades Issuer Default Rating to B from BB+
LOCAL TELECOM: September 30 Equity Deficit Widens to $2.5 Million
LONG BEACH TRUST: Moody's Rates Two Certificate Classes at Low-B

LSP GEN: Moody's Places Proposed $850 Million Debt Rating at Ba3
MILE HIGH: Chapter 11 Trustee Hires Sender & Wasserman as Counsel
MILE HIGH: Court Establishes July 31 as Claims Bar Date
ML CBO XIV: Moody's Cuts Caa3 Ratings to Ca on Poor Debt Quality
ML-CFC TRUST: DBRS Places 3 Provisional Certificate Ratings at B

NEBRASKA BOOK: S&P Lowers Corporate Credit Rating to B- from B
NCI BUILDING: S&P Affirms Corporate Credit & Debt Ratings at BB
NSG HOLDINGS: S&P Lowers $160 Million Bank Facility's Rating to B
OAK CREEK: Court Okays GMAC Agreement and Dismisses Chap. 11 Case
OCA, INC.: Voluntary Chapter 11 Case Summary

OCA, INC.: List of the Debtors' 30-Largest Unsecured Creditors
ONEIDA LTD: Case Summary & 30 Largest Unsecured Creditors
ORAGENICS INC: Losses & Deficit Prompt Going Concern Doubt
ORIS AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
PERFORMANCE TRANSPORTATION: Names Timothy Skillman as CRO

PHARMACEUTICAL FORMULATIONS: Plan Declared Effective March 7
PINNACLE ENTERTAINMENT: Aztar Deal Prompts Moody's Rating Review
PREFERREDPLUS TRUST: S&P Puts $31.2MM Certs.' BB+ Rating on Watch
PRIDE INTERNATIONAL: Filing Delay Cues S&P to Put Ratings on Watch
RELIANT ENERGY: S&P Lowers Corporate Credit Rating to B from B+

RIGOR MORTIS: Case Summary & 20 Largest Unsecured Creditors
RJ REYNOLDS: S&P Assigns Preliminary BB- Subordinated Debt Rating
ROYAL GROUP: Filing Delay Cues S&P to Place BB Ratings on Watch
ROYAL GROUP: DBRS Comments on Delayed Financial Results Release
SASKATCHEWAN WHEAT: S&P Places B Rating on CDN$150 Million Notes

SASKATCHEWAN WHEAT: DBRS Puts CDN$150 Mil. Note Rating at B(P)
SERACARE LIFE: Provides Update on Audit Committee Internal Review
SMITHFIELD FOODS: Earns $71-Mil. in Third Qtr. of Fiscal Year 2006
STRESSGEN BIOTECH: Securityholders Okays $9.25MM Recapitalization
SUPERCONDUCTOR TECH: Recurring Losses Prompt Going Concern Doubt

TECH DATA: Moody's Holds Ba1 Rating & Changes Outlook to Negative
THERMOVIEW INDUSTRIES: Court Extends Plan-Filing Period to Mar. 27
THOMAS FRANZEN: Case Summary & 20 Largest Unsecured Creditors
TODD MCFARLANE: Must File Reorganization Plan by April 15
UNIVERSAL CORP: Moody's Lowers Baa3 Senior Debt Rating to Ba1

UNIVERSITY HEIGHTS: Files Schedules of Asset and Liabilities
UNO RESTAURANT: S&P Lowers Senior Secured Rating to CCC+ from B-
VALENTINE PAPER: Court Fixes April 17 as Claims Bar Date
WASTE CONNECTIONS: Moody's Holds B1 Rating on $175 Mil. Sub. Debt
WATSON PHARMA: Moody's Holds Ba1 Ratings on $1.9 Bil. Andrx Deal

WESTERLY HOSPITAL: Moody's Holds Ba2 Rating on $11.8 Mil. Bonds
WORLD HEALTH: Committee Wants to Hire Young Conaway as Counsel
XYBERNAUT CORP: Wants to Hire SSG Capital & Another Fin'l Advisor
XYBERNAUT CORP: Wants LC Capital DIP Loan Agreement Amended

* BOND PRICING: For the week of Mar. 13 - Mar. 17, 2006

                            *********

ACTIVANT SOLUTIONS: Hellman Deal Prompts Moody's to Hold Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Activant
Solutions, Inc., but revised the ratings outlook to developing
from stable in light of the recent announcement of the potential
sale of the company.

These ratings have been affirmed:

   * B2 Corporate Family rating

   * B2 to $157 million senior unsecured notes due 2011

   * B2 to $145 million incremental senior unsecured
     notes due 2010

   * Caa1 to $40 million senior unsecured notes due 2011
     issued by Holdings

   * Outlook developing

On March 13, 2006, Activant announced that it had signed an
agreement to be sold to affiliates of the private equity firms
Hellman & Friedman LLC and Thoma Cressy Equity Partners.  The
company currently expects to consummate the sale no later than May
8, 2006.  The details of the financing, capital structure and
strategies of the new owners have not been disclosed and as such
the impact on the credit profile of the company cannot be fully
assessed at this time.  However, the Company and its parent,
Activant Solutions Holdings, Inc., did indicate their plan to
tender for all of the outstanding notes.  If the notes are
tendered in their entirety, the ratings will be withdrawn.

Activant Solutions Inc is based in Austin, Texas.  It provides
business management solutions serving small and medium sized
retail and distribution companies in three primary vertical
markets: automotive parts aftermarket, hardlines and lumber and
wholesale distribution.


ADVANTASERIES: Moody's Rates $15 Million Class D Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned Aaa-rating to the $200,000,000
AdvantaSeries Class A(2006-A1) Asset Backed Notes, a Aaa-rating to
the $250,000,000 AdvantaSeries Class A(2006-A2) Asset Backed Notes
and a Ba2-rating to the $15,000,000 AdvantaSeries Class D(2006-D1)
Asset Backed Notes issued from the Advanta Business Card Master
Trust.

Complete rating action:

Issuer: Advanta Business Card Master Trust, AdvantaSeries

   * $200,000,000 Class A(2006-A1) Asset Backed Notes, rated Aaa

   * $250,000,000 Class A(2006-A2) Asset Backed Notes, rated Aaa

   * $15,000,000 Class D(2006-D1) Asset Backed Notes, rated Ba2

The AdvantaSeries consists of Class A notes, Class B notes, Class
C notes and Class D notes.  Credit enhancement for the Class
A(2006-A1) and Class A(2006-A2) notes is provided by the Class B
notes, Class C notes, Class D notes, a cash collateral account
sized at 2.25% of the adjusted outstanding principal balance of
the AdvantaSeries notes on the closing date and a spread account,
which is initially unfunded and may increase if excess spread
falls below prescribed levels.  Credit enhancement for the Class
D(2006-D1) notes is provided by the cash collateral account and
spread account.  All classes of Notes issued out of the
AdvantaSeries benefit from the cash collateral account and the
spread account.

Moody's Aaa rating of the Class A(2006-A1) notes, the Aaa rating
of the Class A(2006-A2) notes and the Ba2-rating of the Class
D(2006-D1) notes are based on the credit quality of the underlying
pool of credit card receivables, the transaction's structural
protections and the capability of the servicer, Advanta Bank
Corp., which is an unrated, wholly owned subsidiary of Advanta
Corp.

The assets of the Trust are a pool of MasterCard and, to a limited
extent, Visa receivables generated on business purpose credit
cards.  Some of the benefits of the card include additional cards
for company employees at no additional fee, detailed expense
reports, ability to earn rewards and access to valuable products
offered by alliance partners.  Advanta began originating this
product in 1994 and has steadily grown the portfolio to its
current size of over $3.8 billion in receivables.

Moody's Investors Service will include in the Pre-Sale Report
accompanying this transaction, a Transaction Governance Assessment
for the Trust.  Transaction governance has always been a part of
Moody's analysis of structured finance ratings, but the added TGA
summary will provide commentary and opinion regarding the level of
oversight, controls, and procedures incorporated into this
securitization.

TGAs evaluate and comment on procedures expected to be conducted
throughout the life of a securitization, which if conducted
effectively, help mitigate the risk of loss to investors. TGAs
cover many items including processes that minimize the risk of
errors in calculations, errors in cash flow allocations and
mismanagement of funds and assets.  TGAs also assess the
transparency and detail of investor reports.  Once implemented in
the credit card sector, Moody's expects to roll out TGAs to other
asset types within the asset-backed and residential mortgage-
backed sectors.


AFC ENTERPRISES: Registers Freeman Spogli's Shares for Resale
-------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE) the franchisor and operator
of Popeyes(R) Chicken & Biscuits, reported the planned sale of
2,842,615 shares by affiliates of Freeman Spogli & Co., an
investment firm whose affiliates have owned shares of the
company for 10 years, in an underwritten secondary offering.

The selling stockholders have also granted Credit Suisse
Securities (USA) LLC, as underwriter, a 30-day option to purchase
an additional 425,000 shares.  The offering is expected to close
on Monday, March 20, 2006 and, if the underwriter's option is
exercised in full, will complete the sale of all shares owned by
the Freeman Spogli affiliates.

Neither the Company nor management has registered for sale any of
their shares of common stock under this offering.  Accordingly,
the Company and management will not receive any proceeds from the
public offering.

Full details of the offering, including a description of the
offering and certain risk factors relating to it, are contained in
a prospectus supplement, which may be obtained from:

     Credit Suisse Securities (USA) LLC
     Prospectus Department
     One Madison Avenue
     New York, New York 10010

King & Spalding LLP represented the Company in the offering and
Credit Suisse Securities (USA) LLC was represented by Cahill
Gordon & Reindel LLP, New York.  O'Melveny & Myers LLP, New York,
represented the Freeman Spogli affiliates.

                    About AFC Enterprises

AFC Enterprises, Inc. -- http://www.afce.com/-- is the franchisor   
and operator of Popeyes(R) Chicken & Biscuits, the world's second-
largest quick-service chicken concept based on number of units.  
As of Dec. 25, 2005, Popeyes had 1,828 restaurants in the United
States, Puerto Rico, Guam and 24 foreign countries.  AFC has a
primary objective to be the world's Franchisor of Choice(R) by
offering investment opportunities in its Popeyes Chicken &
Biscuits brand and providing exceptional franchisee support
systems and services.

At Oct. 2, 2005, AFC Enterprises, Inc.'s balance sheet showed a
$44.2 million stockholders' deficit compared to $140.9 million of
positive equity at Dec. 26, 2005.


AIRWAY INDUSTRIES: Committee Wants to Hire Arent Fox as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Airway
Industries, Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania for permission to employ
Arent Fox PLLC as its counsel.

Arent Fox will:

   1) assist, advise and represent the Committee in its
      consultation with the Debtor in connection with the
      administration of its chapter 11 case and attend meetings
      and negotiate with the Debtor's representatives and the
      secured creditors;

   2) assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, investigating the extent
      and validity of liens and participating in and reviewing any
      proposed asset sales or dispositions;

   3) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs and assist
      in the review, analysis, and negotiation of any
      financing or funding agreements;

   4) assist the Committee in the review, analysis and negotiation
      of any plan or plans of reorganization that may be filed and
      assist the Committee in the review, analysis and negotiation
      of the disclosure statement accompanying any chapter 11
      plan;

   5) take all necessary action to protect and preserve the
      Committee's interests, including the prosecution of actions
      on its behalf, negotiations concerning all litigation in
      which the Debtor is involved and review and analysis of all
      claims filed against the Debtor's estate;

   6) prepare on the Committee's behalf, all necessary motions,
      applications, answers, orders, reports and papers in support
      of positions taken by the Committee;

   7) appear before the Bankruptcy Court, the Appellate Courts,
      and other courts in which matters may be heard and to
      protect the Committee's interests before those courts and
      the United States Trustee; and

   8) perform all other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

Schuyler G. Carroll, Esq., a member at Arent Fox, is one of the
lead attorneys to perform services to the Committee.  Mr. Carroll
charges $495 per hour for his services.  

Mr. Carrol reports Arent Fox's professionals bill:

      Designation           Hourly Rate
      -----------           -----------
      Members               $348 - $680
      Counsel               $380 - $665
      Associates            $215 - $450
      Legal Assistants      $120 - $210   

Arent Fox assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor, its
estate and its creditors and the Firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing 9:30 a.m., on March 24, 2006, to
consider the Committee's request.      

                   About Airway Industries

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,  
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on Jan.
20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M. Walker,
Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


AIRWAY INDUSTRIES: Committee Taps Alpern as Financial Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Airway
Industries, Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania for permission to employ
Alpern Rosenthal as its financial advisor.

Alpern will:

   1) review and analyze the Debtor's business operations,
      including historical financial results and future
      projections and assist the Committee in assessing the
      Debtor's current business and financial condition;

   2) review and analyze the Debtor's cash flow projections and
      other reports or analyses prepared by the Debtor or its
      professionals;

   3) test the Debtor's accounts receivable in order to advise the
      Committee on the viability of the continuing operations and
      the reasonableness of projections and underlying
      assumptions, including the ability of the Debtor to make
      periodic payments pursuant to a plan of reorganization;

   4) analyze the financial ramifications of proposed transactions  
      in which the Debtor may seek Bankruptcy Court approval,
      including, but not limited to asset sales;

   5) analyze the Debtor's internally prepared financial
      statements and related documentation in order to evaluate
      the Debtor's performance as compared to projected results;

   6) advise the Committee regarding strategic options available
      for the Debtor's business operations and assets, including  
      the sale of the Debtor's assets or the Debtor itself as a
      going concern to a third party purchaser;

   7) review and evaluate any asset sale proposal and any plan of
      reorganization filed by the Debtor, including proposed
      distributions to classes of claimants;

   8) assist the Committee in negotiating the terms of the
      Debtor's proposed plan of reorganization, including
      developing, evaluating, proposing, negotiating and
      documenting alternatives to that plan;

   9) attend and advise at meetings with the Committee, its
     counsel and the Debtor's representatives; and

  10) perform all other necessary financial advisory services as
      may be requested by the Committee.

Karl A. Jarek, a shareholder at Alpern, is one of the lead
professionals to perform services to the Committee.  Mr. Jarek
charges $240 per hour for his services.  

Mr. Jarek reports Alpern's professionals bill:

      Designation            Hourly Rate
      -----------            -----------
      Shareholders           $240 - $275
      Managers and Staff     $120 - $210
      Support Personnel       $55 - $85

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

The Court will convene a hearing 9:30 a.m., on March 24, 2006, to
consider the Committee's request.      

                   About Airway Industries

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,  
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on Jan.
20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M. Walker,
Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


ALLIED HOLDINGS: Renews Vehicle Delivery Deal with American Honda
-----------------------------------------------------------------
Allied Holdings, Inc.'s subsidiary, Allied Systems, Ltd., renewed
its vehicle delivery agreement with American Honda Motor Co. for
vehicles delivered in the United States.  The agreement will
extend the Company's current contract with Honda in the United
States through March 31, 2009.  Pursuant to the terms of the
renewed agreement, Allied will continue performing vehicle
delivery services at all of the locations in the United
States that it currently serves for Honda.

The contract renewal includes increases in the underlying rates
paid by Honda to Allied for vehicle delivery services effective
April 1, 2006, and again on April 1, 2007 and on April 1, 2008.  
Honda's current fuel surcharge program with Allied will remain in
place during the term of the agreement.

The agreement remains subject to approval by the United States
Bankruptcy Court for the Northern District of Georgia.

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


AMERUS GROUP: Moody's Puts Ba2 Rating on Insurer's Preferred Stock
------------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior debt rating of
AmerUs Group Company and changed the rating outlook for AmerUs
Group Company to stable from negative.  The ratings of other
affiliated AmerUs companies were also affirmed, and their rating
outlook was also changed to stable from negative.  The outlook
change reflects the recent settlement of a private class action
lawsuit in California at a modest cost, as well as Moody's
expectation that any additional legal settlements are likely to be
manageable.

Commenting further on the rating action, Moody's noted that on
Nov. 16, 2005, AmerUs settled a private class action in the state
of California related to a living trust mill that had allegedly
misled senior citizens into using their retirement investments to
buy annuities issued by one of its life insurance subsidiaries,
American Investors Life Insurance Company.  AmerUs took a 3Q'05
charge of $9.4mm pre-tax, $6.4mm after tax, to cover litigation
expenses and the expected payout, which was modest.

The settlement of this private lawsuit does not conclude a similar
lawsuit, involving substantially the same policyholders, filed by
the California Attorney General's office and the California
Department of Insurance for a total of $110 million in civil
penalties.  However, Moody's explains that any additional sums
that AmerUs may be required to pay are likely to be manageable.

The rating agency noted that AmerUs' Baa3 senior debt rating is
based on the important and growing presence of AmerUs, through it
life insurance subsidiaries, in the markets for equity-indexed
annuities and life insurance, on its improving statutory and GAAP
profitability, and its more robust NAIC Risk-Based Capital ratio.

Moody's commented that these strengths are tempered by AmerUs'
focus on, and concentration in, a single product category.  These
products have disintermediation risk, as well as market and
hedging risks.  Moody's noted that although equity-indexed
products have helped AmerUs strengthen its profitability in recent
years, over 80% of its total premiums and deposits and about half
of its balance sheet are concentrated in equity-indexed products
-- a risk, in the event of market, regulatory, or product-related
dislocations.  The rating agency added that the consolidated NAIC
RBC ratio of AmerUs' life insurance subsidiaries, at over 350% at
year-end 2005, and the group's financial leverage, at 24%, are
within Moody's rating expectations.

According to the rating agency, the following combination of
factors could move the rating higher: greater product
diversification reflected by a permanent decline in equity-indexed
annuity deposits and life premiums to 65% or less, each, of total
annuity deposits and life insurance premiums, respectively, and by
a decline in total combined equity indexed life and annuity
reserves to 50% or less of total combined life insurance and
annuity reserves; consolidated statutory net income of greater
than $200 million on a consistent basis; consolidated RBC at or
above 350%; and an absence of material regulatory actions or
litigation related to annuities.

Moody's also said that the following factors could result in a
possible downgrade of AmerUs' ratings: a sustained 20% drop in
total premiums and deposits, a 20% or greater rise in surrender
rates, or the decline in consolidated statutory net income below
$125 million a year; a major legal decision against the company
resulting in a settlement of $110 million or greater, resulting in
lower sales and higher surrenders, as described above; a decline
in the group's consolidated NAIC Risk Based Capital ratio to below
300% or consolidated statutory capitalization ratio of below 5.5%;
financial leverage above 25%; statutory cash interest coverage
below 3.0x.

The last rating action took place on Feb. 15, 2005, when the
rating outlook on AmerUs was changed to negative from stable.

These ratings were affirmed with a stable outlook:

   AmerUs Group Company:

      * senior unsecured debt at Baa3;
      * preferred stock at Ba2;
      * senior debt rating at (P)Baa3;
      * subordinated debt at(P)Ba1;
      * preferred stock (P)Ba2;

   AmerUs Life Insurance Company, American Investors Life
   Insurance Company, and Indianapolis Life Insurance Company:

      * insurance financial strength ratings each at A3;

   AmerUs Capital I:

      * preferred stock rating at Ba1;

   AmerUs Capital II, III, IV, and V:

      * preferred stock rating at (P)Ba1.

AmerUs Group Company is a life insurance group headquartered in
Des Moines, Iowa.  At Dec. 31, 2005, the company reported
consolidated GAAP assets of approximately $25 billion and
consolidated GAAP shareholders' equity of $1.7 billion.  American
Investors Life Insurance Company, AmerUs Life Insurance Company,
and Indianapolis Life Insurance Company are all wholly owned
subsidiaries of AmerUs Group Company.

Moody's Insurance Financial Strength Ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


AMSTED INDUSTRIES: S&P Rates Proposed $700 Million Facility at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and 'B' senior unsecured debt rating on Amsted
Industries Inc.  At the same time, Standard & Poor's assigned its
'BB-' bank loan rating to the company's proposed $700 million
credit facility.  The facility was also assigned a recovery rating
of '3'.  These ratings reflect Standard & Poor's expectations
that lenders would recover a meaningful amount of principal in the
event of payment default.
     
The senior secured bank facility consists of:

   * a $250 million revolving credit facility due 2011;
   * a $225 million term loan B due 2013; and
   * a $225 million delayed-draw term loan B, also due 2013.

The proceeds will be used to refinance the company's existing
credit facility.  They could also be used to finance a tender of
the company's existing senior notes before their first optional
redemption date.  Amsted may elect to tender these notes if the
amount of redemptions under its ESOP is expected to exceed the
level of payments allotted under the bond indenture.
     
Chicago, Illinois-based Amsted is a diversified manufacturer of
components including:

   * railroad products,
   * vehicular products, and
   * construction and industrial items.

The company had about $615 million of total debt as of Dec. 31,
2005.
      
"The ratings reflect the company's aggressive financial profile,
which is offset by its solid niche market positions," said
Standard & Poor's analyst James Siahaan.

The company also benefits from its exposure to diverse (albeit
cyclical) end markets and from its long-standing customer
relationships.  The credit quality is somewhat constrained by the
highly cyclical nature of these markets, as well as by the
company's obligations related to ESOP repurchases and stock
appreciation rights.  The company is a Subchapter S corporation
and is 100% owned by the ESOP.
     
Amsted manufactures engineered industrial components in three
reportable segments:  

   1) Railroad products (contributing 41% of 2005 revenues)
      include:

      -- wheels,
      -- bearings,
      -- side frames and bolsters, and
      -- energy absorption systems.

   2) Vehicular products (30%) include:

      -- light-vehicle piston pins,
      -- heavy-duty truck-axle hubs,
      -- instrument panels, and
      -- suspension components.

   3) Construction and industrial products (29%) include:

      -- evaporative cooling and heat transfer equipment, and
      -- ductile iron pipe and fittings.

The company had sales of about $2.6 billion for the 12 months
ended Dec. 31.
     
Geographic diversity is limited; for fiscal 2005, 81% of Amsted's
sales were derived from the U.S., while Canada accounted for 7%
and the rest of the world 12%.
     
The company has strong technical capabilities, and 90% of its
products hold either the No. 1 or No. 2 positions in their
markets, where they face few competitors.  The company also
benefits from its long-term customer relationships.  Amsted
operates in industries where demand can be highly volatile.  The
current strength in the rail market, for instance, follows a
period of depressed activity from 2001-2002.  However, the company
tends to generate cash flow despite changes in industry and
economic conditions.


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.

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

Confirmation objections 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  

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.


ANDROSCOGGIN ENERGY: March 31 Bar Date Set for Rejection Claims
---------------------------------------------------------------
Pursuant to the terms of the confirmed Second Amended Plan of
Reorganization of Androscoggin Energy LLC, all executory contracts
and unexpired leases not identified for assumption and assignment
to International Paper Company or not previously assumed and
assigned by prior orders by the United States Bankruptcy Court for
the District of Delaware are deemed rejected pursuant to Section
365 of the Bankruptcy Code.

To receive a distribution under the Plan on account of a claim
arising from the rejection of any executory contract or unexpired
lease, a proof of claim must be filed by March 31, 2006.  Claim
forms must be delivered, by U.S. mail, hand or overnight delivery,
to:

         Paula Dunn, Clerk
         United States Bankruptcy Court
         202 Harlow Street, 3rd Floor
         Bangor, Maine 04401

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.  The Bankruptcy Court confirmed the
Debtor's Second Amended Chapter 11 Plan of Reorganization on
Feb. 15, 2006.


ATLANTIC EXPRESS: S&P Affirms CCC+ Ratings with Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit and senior secured debt ratings on Atlantic Express
Transportation Corp.  However, Standard & Poor's revised the
outlook to negative from developing due to concerns about the
company's tight liquidity situation.  The negative outlook
indicates the potential for a rating downgrade if Atlantic Express
fails to improve liquidity and achieve covenant relief over the
near term.  The Staten Island, New York-based school bus company
has about $196 million of lease-adjusted debt.
     
Ratings reflect:

   * the company's weak financial profile;
   * significant customer concentration; and
   * very constrained liquidity.

The renegotiation and extension of the important New York City
school bus contract in mid-2005 improved near-term operating
prospects somewhat.

"However, liquidity remains very tight [despite recent financing
activities], and onerous debt service requirements leave the
company extremely vulnerable to unexpected cost and revenue
pressures," said Standard & Poor's credit analyst Lisa Jenkins.

Atlantic Express has suffered from significant profit pressures
since its emergence from Chapter 11 bankruptcy protection in
December 2003 due to a number of factors, including higher-than-
expected fuel costs and other expenses.  The company's financial
risk is heightened by having much of its earnings and revenues
tied to one contract that will not be renegotiated until 2010.
     
Atlantic Express derived 44% of its revenues in the fiscal year
ending in June 2005 from the New York City Department of Education
(DOE).  In June 2005, Atlantic Express extended its contract with
the DOE for an additional five years through June 30, 2010.  The
new contract calls for price increases, and provides for the
recapture of Consumer Price Index (CPI) increases not given
in prior years and full CPI increases for each of the next five
years.  The new contract also provides for full reimbursement of
all escort costs plus a 5% administrative fee.  Unreimbursed
escort costs were a significant component of earnings pressures in
prior years.  Higher-than-expected fuel prices were another source
of cost pressures, but the new contract does not allow Atlantic
Express to pass along higher fuel prices, except to the extent
that they are reflected in the CPI adjustment.
     
Although earnings have improved as a result of increased pricing
under the renegotiated DOE contract and the recent addition of new
bus routes, cash flow generation remains very weak due to
continuing high fuel prices and onerous debt service requirements.
As a result, liquidity remains very tight.  If Atlantic Express
fails to improve its liquidity position over the near term or to
obtain necessary covenant waivers, ratings could be lowered.  If
Atlantic Express does ease its liquidity position (through better
internal cash generation and/or asset sales), the outlook could be
revised to stable or positive, depending upon the magnitude of the
improvement.


B&G FOODS: Net Sales Rise 6.6% to $102.7 Mil. in 4th Quarter 2005
-----------------------------------------------------------------
B&G Foods, Inc. (AMEX: BGF) disclosed financial results for the
thirteen and fifty-two weeks ended Dec. 31, 2005.

Net sales for the thirteen weeks ended Dec. 31, 2005 increased
6.6% to $102.7 million from $96.4 million for the thirteen weeks
ended Jan. 1, 2005.  Operating income increased 237.8% to $13.3
million for the thirteen-week period ended Dec. 31, 2005, from
$3.9 million in the comparable period last year.

Net income available to common stockholders was $1.7 million for
the thirteen-week period ended Dec. 31, 2005 compared to $5
million for the thirteen-week period ended Jan. 1, 2005.

David L. Wenner, Chief Executive Officer of B&G Foods, stated, "In
the fourth quarter, and throughout fiscal 2005, we continued to
successfully execute our operational strategies while navigating a
challenging cost environment. Our financial performance reflects
our success in offsetting cost increases with selective price
increases.  We are looking forward to the contributions from our
recently completed acquisitions, both of which complement our
existing portfolio of brands, and we remain focused on effectively
managing our business in 2006 and beyond."

Net sales for the fifty-two weeks ended Dec. 31, 2005 increased
1.8% to $379.3 million from $372.8 million in the comparable
period of fiscal 2005.  Gross profit for the fifty-two weeks ended
Dec. 31, 2005 decreased 7.6% to $103.5 million from $111.9 million
in the comparable period last year.

Net income available to common stockholders was $8.0 million for
the fifty-two week period ended Dec. 31, 2005 compared to $9.3
million for the fifty-two week period ended Jan. 1, 2005.

              Election of New Independent Director

B&G Foods also reported that the Board of Directors of B&G Foods
elected Dennis M. Mullen to the Board of Directors, effective
March 7, 2006.  Mr. Mullen will also serve on the audit committee
and nominating and governance committee.  Mr. Mullen, who will
serve as an independent director, will fill the vacancies on the
Board and committees created upon the resignation of Nicholas B.
Dunphy in Jan. 2006.

When Mr. Mullen's election becomes effective on March 7, 2006, B&G
Foods will regain compliance with (i) Section 802(a) of the Amex
Company Guide, which requires that at least a majority of the
directors on the Board of Directors of each listed company be
independent directors as defined under Section 121A of the Amex
Company Guide and (ii) Section 121B(2)(a), which requires that the
audit committee of each listed company have at least three
members.

"I am very pleased to welcome Mr. Mullen to B&G Foods' Board of
Directors," said Mr. Wenner.  "Mr. Mullen's broad experience
within the food industry and strategic outlook should be valuable
additions to our organization."

Mr. Mullen was formerly President and Chief Executive Officer of
Birds Eye Foods, Inc., the nation's leader in manufacturing and
marketing frozen vegetables, and a major processor of other food
products, from 1998 to 2005.  Mr. Mullen also was a Director of
Birds Eye Foods from 1996 to 2005, serving as Chairman of the
Board from 2002 to 2005.  Prior to that, Mr. Mullen held various
other leadership positions with Birds Eye Foods and related
entities.  Prior to employment with Birds Eye Foods, Mr. Mullen
was President and Chief Executive Officer of Globe Products
Company, Inc.  Mr. Mullen currently serves on the Board of
Directors of Foster Farms, a leading poultry producer in the
Western United States.  He formerly served on the Board of
Directors of the Grocery Manufacturers Association.

                     About B&G Foods, Inc.

Headquartered in Parsippany, New Jersey, B&G Foods --
http://www.bgfoods.com/-- and its subsidiaries manufacture, sell  
and distribute a diversified portfolio of high-quality, shelf-
stable foods across the United States, Canada and Puerto Rico.  
B&G Foods' products include Mexican-style sauces, pickles and
peppers, hot sauces, wine vinegar, maple syrup, molasses, fruit
spreads, pasta sauces, beans, spices, salad dressings, marinades,
taco kits, salsas and taco shells.  B&G Foods competes in the
retail grocery, food service, specialty store, private label, club
and mass merchandiser channels of distribution.  B&G Foods'
products are marketed under many recognized brands, including
Ac'cent, B&G, B&M, Brer Rabbit, Emeril's, Joan of Arc, Las Palmas,
Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil, Regina,
San Del, Ac'cent Sa-Son, Trappey's, Underwood, Up Country
Organics, Vermont Maid and Wright's.

                       *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and recovery rating of '1' to B&G Foods Holding Corp.'s new
$25 million five-year senior secured term loan B due 2010,
indicating an expected full recovery of principal in the event of
a payment default.

Standard & Poor's also affirmed its existing ratings on the
Parsippany, New Jersey-based diversified foods company, including
its 'B' corporate credit rating.  S&P said the outlook is
negative.  Pro forma total debt outstanding at Sept. 30, 2005, was
about $431 million.


BANCO INDUSTRIAL: Occidente Deal Prompts Moody's to Hold Ratings
----------------------------------------------------------------
Moody's affirmed the ratings of Banco Industrial S.A. following
the Guatemalan bank's announcement that its shareholders have
entered into an agreement with the controlling shareholders of
Banco de Occidente to acquire a majority stake in Occidente, the
fifth largest bank in the system.  The transaction is still
pending approval from the Guatemalan banking regulator.  The
expected closing date of the transaction is March 31, 2006.

Moody's noted it was affirming Industrial's D bank financial
strength rating, its Baa2 and Prime-3 long and short term global
local currency deposit ratings, respectively, and its Ba3 and Not
Prime long and short term foreign currency deposit ratings.  All
the ratings have stable outlooks.

Moody's said that the goodwill and debt arising from the
transaction would put pressure on the bank's capitalization and
would require the strong support of its shareholders.  The
affirmation of Industrial's D bank financial strength rating,
which is a measure of the bank's intrinsic creditworthiness and
solvency, is however based on the understanding that the
acquisition will be financed primarily with equity or equity-like
capital.  The combined entity is expected to maintain risk-
weighted capital levels at or above Industrial's historical
levels.

The merger with Occidente would add about five percentage points
to Industrial's current asset market share of 20% to 25%,
cementing its position as the largest bank by far, as well as
substantially enhancing its position in the western part of
Guatemala.  Occidente also brings with it a relatively low cost,
sticky deposit base and a solid balance sheet.

The acquisition should strengthen Industrial's already solid
franchise and bolster its potential for earnings growth,
geographic diversification, and further scale economies.  Moody's
views these factors as the principal drivers behind Industrial's
ratings.

Because of the in-market nature of the acquisition, the expected
synergies and cost savings from the merger should also help
cushion the effect of unforeseen integration and credit costs on
the bank's liquidity and capital, said Moody's.

Customer attrition, particularly the potential loss of deposit
funding, could also affect the liquidity of the combined
operation.  Moody's views this risk to be moderate, as both
Industrial's and Occidente's brand value with Guatemalan companies
and individuals is very strong.  The combined operation should
therefore become a more competitive force in providing the range
of corporate and retail banking services.

Moody's said it would continue to monitor the tangible effects of
the acquisition once regulatory approvals have been received and
the acquisition has been completed.  The agency noted that
deterioration of risk-weighted capital levels, asset quality or
liquidity metrics could result in negative pressure on the bank
financial strength rating.

Supporting Industrial's Baa2 long term global local currency
deposit rating is Moody's view that as the dominant deposit taking
institution, and because of the Guatemalan financial system's
moderate dollarization, Industrial would have high access to
institutional support for its local currency deposits in a
situation of high stress, in order to ensure a smooth functioning
of the local payments system.

Moody's warned, however, that increasing dollarization of
Industrial's balance sheet would raise its vulnerability to credit
risk and currency fluctuations, with the potential for downward
pressure on the global local currency rating.

Banco Industrial S.A. was the largest bank in Guatemala in terms
of deposits and loans as of Dec. 31, 2005 with consolidated assets
of approximately $3 billion and equity of $212 million. Banco de
Occidente, S.A. was the fifth largest bank in terms of loans and
sixth largest in deposits with unconsolidated assets of $586
million and equity of $60 million.

These ratings were affirmed for Banco Industrial S.A.:

   * Bank Financial Strength Rating: D, with stable outlook

   * Global Local Currency Ratings: Baa2 long term local currency
        deposit rating and Prime-3 short term local currency
        deposit rating, with stable outlook

   * Foreign Currency Deposit Ratings: Ba3 long term foreign
        currency deposit rating and Not Prime short term foreign
        currency deposit rating, with stable outlook


BAREFOOT RESORT: Wants Robinson Barton as Bankruptcy Counsel
------------------------------------------------------------
W. Russell Drake, the president of Drake Development Company USA,
Inc., the owner of Barefoot Resort Yacht Club Villas, LLC, asks
the U.S. Bankruptcy Court for the District of South Carolina for
permission to employ Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., as the Debtor's bankruptcy counsel.

Robinson Barton will represent the Debtor and provide all
necessary legal services in its bankruptcy proceeding.

G. William McCarthy, Jr., Esq., a partner at Robinson, Barton,
McCarthy, Calloway & Johnson, P.A., discloses that Drake USA paid
the Firm a $100,000 retainer.

Mr. McCarthy also disclosed that the Debtor will pay the Firm's
regular hourly rates:

   Professional                    Designation     Hourly Rate
   ------------                    -----------     -----------
   G. William McCarthy, Jr., Esq.  Partner             $325
   Nancy Johnson, Esq.             Partner             $250
   Daniel J. Reynolds, Jr., Esq.   Associate           $150

Mr. McCarthy further says that the Firm is solely representing the
Debtor and not Drake USA, even though it received the retainer
from Drake USA.

                  Barefoot JV, LLC's Receiver

Mr. McCarthy tells the Court that he was asked by Bob Young, Esq.
(who provided tax consulting services to Mr. Drake and the Drake
entities) to act as Barefoot JV, LLC's receiver.  

Barefoot JV holds a 50% interest in Premier Holdings of South
Carolina, L.C.  Barefoot JV requested that a receiver be appointed
in the litigation it commenced against PHSC.  Mr. Drake is the
managing member of Barefoot JV.

The state court denied the appointment of a receiver and Mr.
McCarthy did not charge for the time spent in the receivership
hearing.

Mr. McCarthy assures the Court that Robinson, Barton, McCarthy,
Calloway & Johnson, P.A., does not hold or represent an interest
adverse to the Debtor or its estate and that the Firm is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

                    About Robinson Barton

Robinson, Barton, McCarthy, Calloway & Johnson, P.A. --
http://www.rbmcc.com/-- specializes in bankruptcy and bankruptcy  
related areas of the law.

Mr. McCarthy can be contacted at:

      G. William McCarthy, Jr., Esq.
      Robinson, Barton, McCarthy, Calloway & Johnson, P.A.
      1715 Pickens Street,
      Columbia, South Carolina 29201.

              About Barefoot Resort Yacht Club Villas

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a  
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed $69,003,578 in assets and
$60,980,655 in debts.


BAREFOOT RESORT: Section 341(a) Meeting Scheduled for March 24
--------------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
Barefoot Resort Yacht Club Villas, LLC's creditors at 10 a.m., on
Mar. 24, 2006, at the U.S. Trustee's Office in Room 557, Strom
Thurmond Federal Building, 1835 Assembly Street in Columbia, South
Carolina.  This is the first meeting of creditors required under
Section 341(a) of the U.S. Bankruptcy Code.

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
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a  
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed $69,003,578 in assets and
$60,980,655 in debts.


BEVERLY ENT: Closed Pearl Deal Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrawn the ratings of Beverly
Enterprises, Inc., following the announcement that the company has
completed a merger with Pearl Senior Care, an affiliate of
Fillmore Capital Partners.  The completion of the merger
transaction resulted in the redemption and refinancing of
substantially all of Beverly's existing debt.  This also concludes
Moody's review of the ratings that was initiated on Aug. 18, 2005.  
At that time, Moody's placed the ratings under review for possible
downgrade following Beverly's action to enter into a definitive
agreement to be acquired.

Summary of Moody's actions:

   Outlook Actions:

       * Outlook, Changed To Rating Withdrawn From
         Rating Under Review

   Withdrawals:

       * Corporate Family Rating, Withdrawn,
         previously rated Ba3

       * Senior Secured Bank Credit Facility,
         Withdrawn, previously rated Ba3

       * Senior Subordinated Regular Bond/Debenture,
         Withdrawn, previously rated B2

       * Senior Unsecured Regular Bond/Debenture,
         Withdrawn, previously rated B1

       * Subordinated Conv./Exch. Bond/Debenture,
         Withdrawn, previously rated B2

Beverly Enterprises, Inc., headquartered in Fort Smith, Arkansas,
is a provider of healthcare services to the elderly in the United
States.  The company operates 342 skilled nursing facilities, 18
assisted living centers, and 67 hospice and home care centers. The
company also provides rehabilitation therapy services through
Aegis Therapies.  For the twelve months ended Sept. 30, 2005, the
company recognized revenues of $2.1 billion.

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 Beverly transaction.


BOMBARDIER INC: Wins $361 Million Frankfurt Rail Contract
---------------------------------------------------------
Bombardier Transportation reported that secured a new contract to
supply 146 Bombardier FLEXITY Swift high-floor light rail vehicles
to the Frankfurt Transport Authority.  The order is valued at
approximately $361 million and includes an option for up to 24
additional vehicles.  Deliveries of the vehicles are scheduled to
take place between May 2008 and mid 2015.

The FLEXITY Swift vehicles will be designed and manufactured at
Bombardier's site in Bautzen, Germany, with electrical equipment
being supplied by its plant in Mannheim.  The bogies will be
produced at Bombardier's Siegen production facility.

"This new order illustrates VGF's trust in the efficiency and
reliability of our FLEXITY Swift vehicles and continues our long-
standing and successful relationship with them", Walter
Grawenhoff, President, Light Rail Vehicles, Bombardier
Transportation said.  "Bombardier's proven know how and VGF's
positive operating and technical experience with our FLEXITY
Classic trams are the best premise for going forward with the new
fleet."

The new FLEXITY Swift vehicles will be used in Frankfurt's high-
floor network.  The design concept is derived from the Bombardier
FLEXITY Classic trams that have been in successful revenue service
in Frankfurt since October 2003.  A total of 65 FLEXITY Classic
trams have been ordered by VGF since June 2002.

Michael Budig, Managing Director of VGF, commented: "We are
looking forward to continuing our cooperation with Bombardier
which began with the Frankfurt type "S" FLEXITY Classic trams in
2002.  The new vehicles will enhance public transportation in
Frankfurt to its highest level and provide continuity for the
future.  This is a very positive development, not only for our
passengers but also for the city's development as a whole."

Twenty-five meters long and 2.65 meters wide the new bi-
directional vehicles offer capacity for 184 passengers, including
48 seated. Air-conditioned interiors as well as the spacious
multipurpose areas ensure traveling comfort, while safety is
provided by a modern video monitoring system.  The FLEXITY Swift
is also equipped with the Bombardier MITRAC drive and control
system for smooth and reliable performance.

Bombardier, FLEXITY and MITRAC are trademarks of Bombardier Inc.
or its subsidiaries.

A world-leading manufacturer of innovative transportation
solutions, from regional aircraft and business jets to rail
transportation equipment, Bombardier Inc. --
http://www.bombardier.com/-- is a global corporation  
headquartered in Canada.  Its revenues for the fiscal year ended
Jan. 31, 2005 were $15.8 billion US and its shares are traded on
the Toronto Stock Exchange.

                            *   *   *

As reported in the Troubled Reporter on March 7, 2006, Fitch
Ratings affirmed its BB ratings on Bombardier Inc. senior
unsecured debt and credit facilities and its B+ rating on
Bombardier Inc. preferred stock.  Fitch rates Bombardier Capital
Inc. senior unsecured debt at BB.  Fitch also revised the Rating
Outlook to Stable from Negative earlier this month.   Due to the
existence of a support agreement and demonstrated support by the
parent, Bombardier Capital's ratings are linked to those of
Bombardier Inc.  These ratings cover approximately $4.7 billion of
outstanding debt and preferred stock.

As reported in the Troubled Company Reporter on Feb. 21, 2006,
Standard & Poor's Ratings Services affirmed the ratings on
Bombardier Inc. and its subsidiaries, including the 'BB' long-term
corporate credit rating, following a review of the company's
performance in 2005 and expected performance during the next few
years.  S&P says the outlook is negative.


BSD SOFTWARE: January 31 Equity Deficit Widens to $3.3 Million
--------------------------------------------------------------
BSD Software, Inc. reported its financial results for the fourth
quarter ended Jan. 31, 2006.

For the three months ended Jan. 31, 2006, BSD Software reported a
$2,382 net income on $2,049,676 of total revenues.  That compares
to a $49,463 net income on $1,679,171 of total revenues for the
three months ended Jan. 31, 2005.  

At Jan. 31, 2006, BSD Software's balance sheet showed $1,701,787
in total assets and $5,043,769 in total liabilities.  The Company
reports $5,694,867 accumulated deficit as of Jan. 31, 2006.

                     Going Concern Doubt

Stonefield Josephson, Inc., expressed substantial doubt about BSD
Software's ability to continue as a going concern after auditing
the Company's financial statement for the year ending July 31,
2005.  The auditing firm pointed to BSD's accumulated deficit and
working capital deficit.

BSD Software says that its ability to continue as a going concern
is dependent on management's ability to raise additional financing
and continue profitable operations.  During the period ended
Jan. 31, 2006, management continued to take actions to reduce the
Company's operating losses.  "But there are no assurances that the
actions taken by the Company will be sufficient to permit it to
continue to meet its obligations in the normal course of
business," management says in its latest quarterly report.

A full-text copy of BSD Software's quarterly report on Form 10-QSB
is available for free at http://ResearchArchives.com/t/s?6a8

Headquartered in Calgary, Alberta, Canada, BSD Software, Inc.
operates as a holding company for the purposes of investing in
Triton Global Communications, Inc., which is a provider of
billings, clearing house and information management services to
the telecommunications industry.

At Jan. 31, 2006, BSD Software's stockholders' equity deficit
widened to $3,341,982 from a $3,224,318 deficit at Oct. 31, 2005.


BUEHLER FOODS: Court Mulls Confirmation of Carolinas' Plan Today   
----------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana in Evansville will convene a hearing
at 10:00 a.m. today, March 20, 2006, to consider confirmation of
Buehler of Carolinas LLC's First Amended Plan of Reorganization.

Buehler Foods, Inc. and its debtor-affiliates -- Buehler LLC,
Buehler of Carolinas LLC and Buehler of Kentucky LLC --
submitted separate Reorganization Plans and Disclosure Statements
on Feb. 15, 2006.

Their individual plans provide for the allocation of payments with
regard to their $6 million joint debtor-in-possession obligation
to Harris N.A. and a consortium of lenders as well as other
payments to their respective creditors.

Confirmation of Carolina's Plan is contingent on confirmation of
the plans of reorganization of Buehler Foods Inc. and Buehler LLC
and the confirmation of the plan of liquidation of Buehler of
Kentucky LLC.

                        Plan Funding

Carolina's Plan will be funded from:

    (a) a $250,000 revolving line of credit from Integra Bank with
        an interest rate of prime plus 1% per annum.  The line of
        credit will secured by a first lien on Reorganized
        Carolinas' inventory and accounts receivable; and

    (b) a $6,219,000 term note with an interest rate of LIBOR plus
        300 basis points per annum and a term of seven years,
        secured by a first lien on all of Reorganized Carolinas'
        assets.

$2,430,000 of the term debt will be allocated to reorganized
Carolinas and the $3,789,000 balance will be allocated to
reorganized Buehler LLC.

                     Treatment of Claims

Pursuant to the Plan, Carolinas will pay in full its $250,000
share of the DIP loan on the earlier of March 31, 2006 or the
effective date of the Plan.

Administrative expense payments will be shared by all of the
Debtors.  Carolinas will pay $40,000 of the estimated $750,000
administrative costs.  Reorganized Carolinas will assume priority
Employee Claims.

Carolinas tells the Court that it will pay $1,337,000 of the
$48,506,000 secured claim of the Bank Group.  The Debtor's debt to
the Bank Group stems from its prepetition guaranty of Buehler
Food, Inc.'s debt.

Carolinas tells the Court that Personal Property Tax Claims are
estimated at approximately $64,000, and holders of those claims
will be paid in full through 60 equal monthly installments plus
interest of 5% per annum.

CIC's claim for $12,000 will be paid in full through 120 equal
monthly payments at an interest rate of 7% per annum.

Moran's secured claim for $764,000 will be also paid in full and
in cash on the Distribution Date.

Buehler, LLC, tells the Court that non-priority unsecured claims,
including lease rejection claims, total $421,000.  Holders of
unsecured claims will be paid in full through 60 equal monthly
installments at an interest rate of 7% per annum.

Buehler Foods, Inc., owns 100% of Carolinas' equity interests.  
The Debtor says that BFI will sell its equity interests to Dave
Buehler or his designee for $1,750,000.  The proceeds will be used
to fund BFI's Plan.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


BUEHLER FOODS: Court to Consider Confirmation of Unit's Plan Today
------------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana in Evansville will convene a hearing
at 10:00 a.m. today, March 20, 2006, to consider confirmation of
Buehler LLC's First Amended Plan of Reorganization.

Buehler Foods, Inc. and its debtor-affiliates -- Buehler LLC,
Buehler of Carolinas LLC and Buehler of Kentucky LLC --
submitted separate Reorganization Plans and Disclosure Statements
on Feb. 15, 2006.

Their individual plans provide for the allocation of payments with
regard to their $6 million joint debtor-in-possession obligation
to Harris N.A. and a consortium of lenders as well as other
payments to their respective creditors.

                          Plan Overview

The purpose of the Plan is to provide Buehler LLC with a capital
structure that can be supported by cash flows from operations.  
Payments contemplated under the Plan will be funded by new debt
and the infusion of additional capital.

A new company will be formed which will be the sole owner of
Reorganized Buehler LLC and Reorganized Buehler of Carolinas, LLC.  
This company will obtain a $250,000 revolving line of credit from
Integra Bank. Advances under the line of credit will accrue
interest at the rate of prime plus 1% per annum and will be
secured by a first lien on the new company's inventory and
accounts receivable.

In addition, the new company will obtain a 7-year $6,219,000 term
loan from Integra.  The term loan will carry interest at LIBOR
plus 300 basis points per annum and will be secured by a first
lien on all the Reorganized Debtor's assets.

$3,789,000 of the term debt will be allocated to reorganized
Buehler LLC and the $2,430,000 balance will be allocated to
reorganized Buehler of Carolina, LLC.

Confirmation of Buehler LLC's Plan is contingent on confirmation
of the plans of reorganization of Buehler Foods Inc. and Buehler
of Carolinas, LLC and the confirmation of the plan of liquidation
of Buehler of Kentucky LLC.

                       Treatment of Claims

Pursuant to the Plan, Buehler LLC will pay in full its $250,000
share of the DIP loan on the earlier of March 31, 2006 or the
effective date of the Plan.

Administrative expense payments will be shared by all of the
Debtors.  Buehler LLC will pay $35,000 of the estimated $750,000
administrative costs.  Reorganized Buehler, LLC, will assume
priority Employee Claims.

Buehler LLC tells the Court that it will pay $2,838,000 of the
$48,506,000 secured claim of the Bank Group.  The Debtor's debt to
the Bank Group stems from its prepetition guaranty of Buehler
Food, Inc.'s debt.

Moran's secured claim for $780,000 will be satisfied in full.

Personal Property Tax Claims, estimated at approximately $66,000,
will be paid in full through 60 equal monthly installments plus
interest of 5% per annum.

Page, Inc.'s unsecured claim for $490,000 will be paid in full
through 120 equal monthly payments at an interest rate of 7% per
annum.

Buehler, LLC, tells the Court that non-priority unsecured claims,
including lease rejection claims, total $377,000.  Holders of
unsecured claims will be paid in full of its allowed unsecured
claim through 60 equal monthly installments at an interest rate of
7% per annum.  

Buehler Foods, Inc., owns 100% of Buehler, LLC's equity interests.  
The Debtor says that BFI will sell its equity interests to Dave
Buehler or his designee for $1,750,000.  The proceeds will be used
to fund BFI's Plan.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


BUEHLER FOODS: March 23 Hearing on Kentucky's Liquidating Plan
--------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana in Evansville will convene a hearing
at 9:00 a.m. on March 23, 2006, to consider confirmation of
Buehler of Carolinas LLC's First Amended Plan of Reorganization.

Buehler Foods, Inc. and its debtor-affiliates -- Buehler LLC,
Buehler of Carolinas LLC and Buehler of Kentucky LLC --
submitted separate Reorganization Plans and Disclosure Statements
on Feb. 15, 2006.

Their individual plans provide for the allocation of payments with
regard to their $6 million joint debtor-in-possession obligation
to a consortium of lenders headed by Harris N.A. as well as other
payments due to their respective creditors.

Confirmation of Kentucky's Plan is contingent on confirmation of
the plans of reorganization of Buehler Foods Inc., Buehler of
Carolinas, LLC, and Buehler LLC.

Kentucky had struggled to regain profitability while under
bankruptcy protection by initially closing six unprofitable
operations.  However, business continued to deteriorate and the
Debtor eventually decided to cease all operations.  Kentucky began
to liquidate its remaining assets in September 2005.  

Prior to the filing of its Plan, the Debtor had liquidated all of
its assets.  The Plan provides for the distribution of the
proceeds from the liquidation.  In addition to the liquidation
proceeds, Kentucky will contribute $3 million in new capital to
fund the proposed payments under the Plan.  

On the effective date, The Debtor will transfer $20,000 and all of
its causes of action to a Liquidating Trust for possible recovery.  
The Debtors' Official Committee of Unsecured Creditors will
appoint a Trustee for the Liquidating Trust.  The Trustee will
carry out the liquidating activities and make distributions to
creditors.

                     Treatment of Claims

Pursuant to the Plan, Kentucky will pay in full its $3 million
share of the DIP loan on the earlier of March 31, 2006 or the
effective date of the Plan.  The $3 million payment will come from
the proceeds of the Debtor's leasehold interests that were
unencumbered prior to the liens granted pursuant to the DIP
Financing and with $385,000 from the $3 million capital
contribution.

Administrative expense payments will be shared by all of the
Debtors.  Kentucky will pay $300,000 to $450,000 of its share in
the estimated $750,000 total administrative costs.

Kentucky tells the Court that it will pay approximately $8,527,000
of the Bank Group's secured claim.  The payment will be funded
from the proceeds from the sale of collateral subject to the
Bank's lien and the balance of the $3 million capital contribution
after the DIP lenders are paid.

Associated Wholesale Grocers, Inc.'s claim is secured by a second
lien on Kentucky's pre-petition inventory and equipment.  Under
the plan, AWG will receive no distribution other than payment of
its allowed PACA claims.

Holders of allowed Priority Employee Claims will be paid in cash,
a Pro Rata share of the net proceeds of recoveries from Kentucky's
Bankruptcy Causes of Action remaining after payment of allowed
claims excluding unsecured claims.  Priority Employee Claims,
estimated at $126,000, consist of unpaid wages, salaries or
commission, including vacation, severance and sick leave, earned
within 180 days of the Petition Date.  

Kentucky estimates that unsecured claims total $7,495,000.  
Holders of unsecured claims will be paid in cash, a Pro Rata share
of recoveries from Kentucky's Bankruptcy Causes of Action
remaining after payment of all other claims.

Equity interest holders get nothing under the Plan.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


BUEHLER FOODS: March 23 Hearing to Confirm Parent Company's Plan
----------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana in Evansville will convene a hearing
at 10:00 a.m. on March 23, 2006, to consider confirmation of
Buehler Foods, Inc.'s First Amended Plan of Reorganization.  

                     Unfair Discrimination

Plan voting by Buehler's creditors ended on March 15, 2006.  
Celeste A. Brodnik, a paralegal at Sommer Barnard PC, tabulated
creditors' ballots and advises that Page, Inc., holding a
separately classified general unsecured claim for $499,263, voted
to reject the plan.  Twenty-five creditors holding claims totaling
$188,213 voted to accept the plan.  

Page, Inc., says the separate classification is illegal because it
violates Sec. 1122 of the Bankruptcy Code.  The Amended Plan
proposes to pay Page, Inc., over 120 months with 7% interest, and
pay all other unsecured creditors claims over 60 months at 10%
interest.  The Bankruptcy Code prohibits that kind of unfair
discrimination.  Page is represented by:

          Terry G. Farmer, Esq.
          BAMBERGER, FOREMAN, OSWALD AND HAHN, LLP
          20 N.W. Fourth Street, Suite 708
          Post Office Box 657
          Evansville, IN 47704-0657
          Telephone (812) 425-1591

                 The Reorganization Plans

Buehler Foods, Inc. and its debtor-affiliates -- Buehler LLC,
Buehler of Carolinas LLC and Buehler of Kentucky LLC --
submitted separate Reorganization Plans and Disclosure
Statements on Feb. 15, 2006.

Their individual plans provide for the allocation of payments with
regard to their $6 million joint debtor-in-possession obligation
from a consortium of lenders led by Harris N.A. as well as other
payments due to their respective creditors.

A liquidating trust will be created under the terms of the Plan.  
The liquidating trust will administer the Fund to be paid to
general creditors, resolve claims, and pursue causes of action.  
The Debtors' Official Committee of Unsecured Creditors will
appoint trustees for the trust who will supervise and carry out
the liquidating activities and make distributions to unsecured
creditors.

                     Treatment of Claims

Pursuant to the Plan, BFI will pay in full its $2 million share of
the DIP loan on the earlier of March 31, 2006 or the effective
date of the Plan.

Administrative expense payments will be shared by all of the
Debtors.  BFI will pay $230,000 of the estimated $750,000
administrative costs.

BFI tells the Court that it will pay $43,506,000 of the
$48,506,000 secured claim of the Bank Group.  The Debtor will also
pay up to $3,075,000 as part of prepetition and postpetition
obligations owed to Harris as agent for the Bank Group and the DIP
Lenders.  

The Debtor discloses that its debtor-affiliates will pay part of
the Bank Group's claim.  Buehler, LLC, and Buehler of Carolinas,
LLC, will together pay $4,175,000 and Buehler of Kentucky, LLC,
will pay $8,527,000.  The payment of the Bank Group's claim will
be made on the earlier of the effective date or March 31, 2006.

Associated Wholesale Grocers, Inc.'s allowed secured claim will be
satisfied in full through:

    (a) delivery of a 5-year $9,798,213 term note;
    (b) assumption of the AWG Membership Agreement; and
    (c) assumption of a modified AWG Supply Agreement.

Priority personal property tax claims, estimated at approximately
$725,000, will be paid in full through 60 equal monthly
installments plus interest of 5% per annum.

Holders of allowed non-priority unsecured claims, totaling $13
million, will receive a Pro Rata share of the Fund, the proceeds
from causes of action and a promissory note payable to the Fund
trustee.  The principal amount of the promissory note will be
equal to 15% of every dollar of unsecured claims that exceeds $15
million.  The note will carry a 10% percent interest.

Equity interest holders get nothing under the Plan.

                        Plan Funding

As reported in the Troubled Company Reporter on Jan. 12, 2006, the
Plan will be funded from:

    (a) the sale of the Debtor's investment securities;

    (b) the delivery to the Bank Group on or before the Effective
        Date the proceeds of its collateral, including the
        escrowed CD and deposits and state tax refund;

    (c) proceeds from the cash surrender value of certain life
        insurance policies owned by the Debtor;

    (d) proceeds from the collection of certain sale rebates;

    (e) payments provided by Buehler of Kentucky, LLC, Buehler of
        Carolinas, LLC, and Buehler, LLC;

    (f) a new credit facility from the Associated Wholesale
        Grocers, Inc., and

    (g) capital contribution from Kirs Buehler Massat and Peter
        Massat.

                          AWG Loan

Associated Wholesale Grocers, Inc., will lend the Debtor $15
million for a term of 10 years with interest at a rate equal to
the prime rate as determined by USB Bank, N.A., adjusted
quarterly, plus 1% per annum.  The debt is secured by a first lien
on all of the Reorganized Debtor's tangible and intangible
property.

The Reorganized Debtor will also grant AWG certain supply
protection rights, including new non-compete and First Refusal
Agreements on its store locations.  The financing is contingent
upon the treatment of certain of AWG's other claims as provided in
the Plan.  AWG will also provide the Debtor with an additional one
week's trade credit of $2 million.

AWG is also assisting Dave Buehler and related entities to
monetize certain real property.  Under the Plan, AWG will acquire
certain real estate and enter into new leases with AWG.  The
Debtor anticipates that the AWG Leases will provide for rent
reductions at those store locations.  The AWG Leases also restrict
the use of the stores to grocery stores supplied by AWG.

                    Capital Contribution

The Debtor tells the Court that Kris Buehler Massat and Peter
Massat will contribute $1 million in the aggregate.  When the
Massats make the capital contribution provided for in the Plan,
all of the Debtor's prior outstanding stock will be cancelled and
the Massats will be issued new shares constituting 100% of the
outstanding shares of the Debtor.

                    About Buehler Foods

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


BURLINGTON COAT: S&P Rates Proposed $775 Million Term Loan at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Burlington Coat Factory Warehouse Corp.  At the
same time, Standard & Poor's assigned both its 'B' rating and a
recovery rating of '4' to the company's proposed $775 million term
loan B that matures in 2013.  The '4' rating indicates that
lenders can expect marginal recovery of principal (25%-50%) in the
event of a payment default or bankruptcy.  The outlook is stable.
     
Proceeds from the term loan, along with $225 million of drawings
under an unrated $800 million ABL secured revolving credit
facility and a $470 million equity investment by Bain Capital
Partners will fund the LBO of Burlington by Bain.  Standard &
Poor's expects the balance of the funding to come from a $500
million public notes offering, which will be rated shortly.
     
The ratings on Burlington, New Jersey-based Burlington Coat
Factory reflect its:

   * high debt leverage;

   * thin cash flow protection measures;

   * participation in the highly competitive apparel and home
     goods markets; and

   * small size relative to its chief competitors.

"The stable outlook assumes that Burlington's consistently good
operating performance and relatively good market position will
continue so as to about maintain current credit ratios, but," said
Standard & Poor's credit analyst Diane Shand, "the company's
highly leveraged capital structure and the challenge of improving
operations in the competitive industry could hinder progress."


CAPITAL AUTO: DBRS Places $31.5 Mil. Class D Note Rating at BB
--------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Capital
Auto Receivables Asset Trust 2006-1 transaction:

          * $510,000,000 Class A-1 Notes,
            Private Placement -- R-1 (high)

          * $450,000,000 Class A-2a Notes -- AAA

          * $1,060,000,000 Class A-2b Notes -- AAA

          * $650,000,000 Class A-3 Notes -- AAA

          * $252,835,000 Class A-4 Notes -- AAA

          * $126,052,000 Class B Notes -- A

          * $47,270,000 Class C Notes -- BBB

          * $31,513,000 Class D Notes,
            Private Placement -- BB

This transaction represents CARAT's first public securitization of
retail auto receivables for 2006.  The previous transaction rated
by DBRS was the Series 2005-1, issued in May 2005.  The
transaction is collateralized by retail auto loan receivables
financing the purchase of new and used cars and light-duty trucks.  
The receivables in the 2006-1 transaction are originated by
General Motors Acceptance Corporation in accordance with GMAC's
underwriting standards.

These factors were considered in arriving at the respective
ratings:

   (1) Strong performance of CARAT's static pool vintage
       origination and ABS trust data, as well as consistent
       performance in the loss and delinquency statistics for the
       CARAT-managed portfolio.

   (2) The transaction's total credit enhancement is expected to
       cover several multiples of DBRS's conservative base case
       net loss assumption.

   (3) The auto loan receivables are 14.99 months seasoned.

   (4) Continued improvement in the general economic conditions
       and strong consumer liquidity as compared to earlier years
       of the decade.

   (5) Uncertainty surrounding sale of GMAC by General Motors
       Corporation.  GM and continued impact of unsecured rating
       downgrades on access to lower cost of funds.

   (6) Volatility in wholesale vehicle prices due to the impact
       of incentives and general economic conditions, such as gas
       prices.

   (7) Basically unchanged percentage of collateral with original
       terms greater than 60 months to 25.80% from 25.63% in the
       CARAT 2005-1 transaction, but an increase from the 2004-2
       transaction with 17.09%.


CENTRAL PARKING: Moody's Holds Ba3 Rating on $299 Million Loans
---------------------------------------------------------------
Moody's Investors Service affirmed the credit ratings of Central
Parking Corporation.  Although profitability levels declined in
fiscal 2005 and the company faced significant challenges related
to its United Kingdom operations, the affirmation anticipates
improved profitability in 2006, debt reduction with proceeds from
asset sales and continued high levels of owned real estate
relative to funded debt.  While the ratings outlook is stable,
concern remains regarding the adverse effects of major business
interruptions potentially caused by strikes in professional sports
leagues or terror-related events.

Moody's affirmed these ratings:

   * $225 million senior secured revolving credit
     facility due 2008, rated Ba3

   * $74 million senior secured term loan facility
     due 2010, rated Ba3

   * $78 million 5.25% convertible trust issued preferred
     securities, rated B2

   * Corporate family rating, Ba3

Central Parking faced a number of challenges in its fiscal year
ending Sept. 30, 2005.  During the fourth quarter of fiscal 2005,
the company discovered unauthorized activities and improper
accounting in its UK operations which resulted in large write-
offs, accounting restatements and the wind down of certain UK
businesses.  Overall financial performance was also weak.  Company
revenues from owned and leased properties declined by 4% and
revenues from management contracts declined by 5% in fiscal 2005.  
The decline in revenue from owned and leased properties was mainly
due to closed locations and conversion of select properties from
lease to management contract terms.  The decline in management
contract revenue reflected weak performance in the company's UK
operations, closed locations and a decrease in same store sales.

Profitability also declined with the cost of parking and
management contracts increasing about 130 basis points to 84.4% in
2005.  Operating profit decreased from $46 million in 2004 to $21
million in 2005.  In addition to the factors mentioned above,
profitability was negatively impacted by increased costs related
to Sarbanes-Oxley compliance, commercial and employment claims and
liability insurance.

Despite these challenges, the ratings affirmation reflects
substantial debt repayments in 2005 and the company's commitment
to continued debt reduction.  During 2005, the company completed
opportunistic sales of real estate at substantial multiples to
reported earnings.  Proceeds from these property sales were about
$82 million in 2005.  Debt balances declined from $284 million at
Sept. 30, 2004 to about $226 million at Dec. 31, 2005.

Moody's expects the company to continue to sell properties in 2006
and to apply the proceeds towards further debt reduction.
Management estimates that the value of owned real estate is about
$450 million, which represents about 2 times reported debt as of
Dec. 31, 2005.  Moody's will continue to monitor the valuation of
owned real estate as this collateral value gives substantial
support to the Ba3 corporate family rating.

Moody's views positively strategic initiatives taken by the
company to exit marginal and low growth markets in the US and
abroad and to renegotiate or terminate unprofitable or low margin
lease and management agreements.  Central Parking has announced
its intention to focus on national accounts and other specialized
parking market segments, which the company believes have higher
growth potential.  The company's size and scale in a fragmented
industry should provide it with a competitive advantage in
pursuing these and other opportunities with larger real estate
developers, government entities and other clients.

The ratings also reflect revenue concentration in the Northeastern
and Mid-Atlantic regions of the United States and sensitivity of
results of operations to general economic conditions and acts of
terrorism.

Central Parking's leverage and cash flow measures are weak
relative to its Ba3 peers.  The company has large lease
commitments which resulted in rent expense of about $300 million
in 2005.  Moody's standard lease adjustment to debt was about $1.8
billion at Dec. 31, 2005.  Adjusted Debt to EBITDA was about 5.8
times at Dec. 31, 2005.  Although this leverage measure is high
within the rating category, Central Parking's valuable real estate
holdings, success in monetizing its real estate assets at a high
multiple of earnings and management's commitment to debt reduction
with the proceeds of asset sales support the Ba3 rating.

The ratings also reflect Moody's expectation of ongoing
remediation of the control weaknesses at the company's UK
subsidiary and the other material weaknesses in internal control
reported by Central Parking as of Sept. 30, 2005.  Central Parking
concluded that it did not maintain effective internal controls
over financial reporting as of September 30, 2005 and identified
material weaknesses related to, among other areas, inadequate
company-level controls, inadequate expertise in US generally
accepted accounting principles, inadequate segregation of duties
and inadequate financial statement and review procedures.  
Collectively, these were considered "Category B" weaknesses
pursuant to the framework outlined in Moody's October 2004 Special
Comment "Section 404 Reports on Internal Control: Impact on
Ratings Will Depend on Nature of Material Weaknesses Reported".  
Central Parking announced the implementation of certain measures
to remediate these weaknesses and is considering additional
remedial actions in fiscal 2006.  Moody's will continue to
evaluate the company's progress in remediating the internal
control deficiencies.

The company's liquidity at Dec. 31, 2005, is supported by
unrestricted cash balances of about $34 million.  Although
aggregate availability under the $225 million revolver was about
$122 million at Dec. 31, 2005, effective availability was minimal
due to low cushion levels relative to financial covenants.
Financial covenant targets are scheduled to tighten during fiscal
2006.  The company's ability to meet required covenant levels over
the next four quarters may depend in part on the timing of asset
sales and the amount of related debt reduction.  Moody's expects
that the company will be able to obtain a waiver or relaxation of
bank covenants, if necessary, because of the strong collateral
pool securing the bank facilities.

The stable ratings outlook anticipates improved profitability in
2006 due to modest same store revenue growth, improved performance
in the UK operation and the effect of the strategic initiatives
outlined above.  The net proceeds of property sales are expected
to be applied to debt reduction.  As a result, debt to EBITDA is
expected to improve to about 5.5 times by September 2006.

The ratings or outlook could be downgraded if:

   (1) expected improvements in profitability are not achieved;

   (2) material asset sales are utilized for purposes other than
       debt repayment;

   (3) the value of owned real estate relative to funded debt
       declines substantially; or
  
   (4) the company is unable to negotiate any needed waivers or
       relaxation of covenants under its bank credit facility.

Given weak leverage and cash flow metrics for the rating category,
an upgrade in the ratings or outlook is unlikely in the near term.  
However, a sustained improvement in profitability and/or further
debt reduction that results in adjusted debt to EBITDA below 4.5
times, while maintaining strong collateral coverage of funded
debt, could lead to an upgrade.

The Ba3 rating on the revolver and term loan facility reflects a
first priority security interest in the stock of all material
subsidiaries, most of the company's real estate assets and
domestic personal property assets of the company and its
subsidiaries.  The B2 rating on Central Parking Finance Trust's
convertible preferred securities reflects its contractual
subordination to borrowings under the credit facility.

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking and related services.
As of Dec. 31, 2005, Central Parking operated 1,689 parking
facilities through management contracts, leased 1,504 parking
facilities, and owned 176 parking facilities, either independently
or in joint ventures with third parties.  Revenues from operations
in New York City and surrounding areas accounted for over 25% of
revenues in fiscal 2005.  Revenues for the twelve month period
ending Dec. 31, 2005, were about $1.1 billion.


CHAMPION ENTERPRISES: S&P Affirms B+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Champion Enterprises Inc. and its subsidiary
Champion Home Builders Co.  All other Champion-related ratings
are also affirmed, including the recovery rating of '4' on the
subsidiary's senior secured credit facility.  At the same time,
the outlook for both companies is revised to stable from positive.
These actions affect $189 million of debt.
      
"The outlook revision is based on the expectation that the pending
leveraged acquisition of U.K.-based Caledonian Building Systems
Ltd. will negate recent improvements in Champion's leverage and
coverage measures in the near-term and introduce potential
political, cultural, and currency risks in the longer term," said
credit analyst James Fielding.  "The ratings on Champion remain
supported by a successfully repositioned manufacturing platform
that enables it to generate sustainable operating profits despite
stagnant demand for its core HUD-code manufactured homes."
    
The stable outlook reflects the Standard & Poor's expectation that
Champion's profitable core manufacturing operations will continue
to provide sufficient cash flow to fund debt service and capital
needs.  The outlook would be revised to positive and/or the rating
would be raised if Caledonian's product mix is successfully and
profitably diversified and a significant component of cash flow is
used to reduce debt levels.  Conversely, if the pace and scope of
future acquisition activity is more aggressive than anticipated,
the rating would be negatively affected.


CITIGROUP TRUST: Moody's Places Low-B Ratings on 2 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2006-WFHE1,
Asset-Backed Pass-Through Certificates, Series 2006-WFHE1, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Citigroup Global Markets Realty Corp.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, excess spread, and
overcollateralization.  Moody's expects collateral losses to range
from 4.40% to 4.90%.

Wells Fargo Bank, N.A. will service the loans.

The complete rating actions are:

            Citigroup Mortgage Loan Trust 2006-WFHE1
    Asset-Backed Pass-Through Certificates, Series 2006-WFHE1

                   * Class A-1A, Assigned Aaa
                   * Class A-1B, Assigned Aaa
                   * Class A-1C, Assigned Aaa
                   * Class A-1D, 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 M-8, Assigned Baa2
                   * Class M-9, Assigned Baa3
                   * Class M-10, Assigned Ba1
                   * Class M-11, Assigned Ba2


COIN BUILDERS: Wants Plan-Filing Period Extended to April 5
------------------------------------------------------------
Coin Builders, LLC, asks the U.S. Bankruptcy Court for the Western
District of Wisconsin to extend, until Apr. 5, 2006, the period
within which it has the exclusive right to file a chapter 11 plan.  
The Debtor also asks the Court to extend, until June 14, 2006, the
period to solicit acceptances for that plan.

The Debtor tells the Court that it is working on a settlement in a
highly litigious matter with one of its creditors.  If that
settlement effort succeeds, the Debtor says, that will have a
direct and positive impact on the terms of a plan of
reorganization.

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that   
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COLUMBUS MCKINNON: Closes New $75 Mil. Revolving Credit Facility
----------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) closed on a new
$75 million Revolving Senior Credit Facility that replaced its
previous $65 million facility.  The new variable rate facility,
which has the ability to expand up to $125 million, expires in
February 2010, and is otherwise available to February 2011 if the
Company's Senior Secured 10% Notes are repaid or extended by
February 2010.  It is currently available at a rate of LIBOR plus
100 basis points.  The Revolving Credit Facility is secured by all
domestic inventory, receivables, equipment, real property,
subsidiary stock (limited to 65% for foreign subsidiaries) and
intellectual property.  The Company currently has no borrowings
drawn against its revolving credit facility, but has approximately
$10 million of letters of credit committed against it.  The
intended use of proceeds is to refinance existing or future debt,
working capital and acquisitions.

The interest rate on the new line fluctuates based on the
Company's senior debt leverage ratio.  The range of the interest
rate spread over LIBOR is 87.5 basis points up to 175 basis
points.

At Jan. 2, 2006, which was the end of the Company's third quarter
of fiscal 2006, Columbus McKinnon had $75.3 million in Senior
Secured 10% Notes due Aug. 1, 2010, which are entitled to
redemption at the Company's option on Aug. 1, 2007.  On and after
Aug. 1, 2007, the 10% Notes are redeemable at prices declining
annually to 100% on and after Aug. 1, 2009.  Columbus McKinnon had
$151.5 million in shareholders' equity at the end of its third
quarter of fiscal 2006.

"Securing a more favorable revolving line was another step in our
financial strategy to improve our capital structure, reduce our
cost of capital and enable us to have the financial flexibility to
execute our strategic growth plans," Timothy T. Tevens, President
and Chief Executive Officer of Columbus McKinnon, commented.  "As
we continue to expand our markets beyond the U.S. and gain market
share, we anticipate possible bolt-on acquisitions that will
logically expand our Products segment offerings and enhance our
market reach."

                   About Columbus McKinnon

Headquartered in Amherst, New York, Columbus McKinnon Corp. --
http://www.cmworks.com/-- designs, manufactures and markets  
material handling products, systems and services, which
efficiently and ergonomically move, lift, position or secure
material.  Key products include hoists, cranes, chain and forged
attachments.  The Company is focused on commercial and industrial
applications that require the safety and quality provided by its
superior design and engineering know-how.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on material-handling company Columbus McKinnon Corp. to
'B+' from 'B'.

At the same time, S&P raised its senior secured debt ratings
on the company to 'B' from 'B-' and its subordinated debt rating
to 'B-' from 'CCC+'.  All ratings were removed from CreditWatch
with positive implications, where they were placed Oct. 27,
2005, following the company's announcement that it had filed a
registration statement for a public equity offering of 3.4 million
shares.  The outlook is stable.


COMM SOUTH: Chap. 7 Trustee Taps Stone & Baxter as Special Counsel
------------------------------------------------------------------
Marla C. Reynolds, the chapter 7 Trustee appointed in Comm South
Companies, Inc., and its debtor-affiliates' liquidation
proceedings, asks the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ Stone & Baxter, L.L.P.
as her special counsel.

Stone & Baxter will:

    a. file application for recovery of escrowed funds with
       Georgia Public Service Commission;

    b. appear before the PSC's Telecommunications Committee if
       necessary in support of the Application;

    c. appear before bi-monthly meeting of PSC's Administrative
       Session to secure the necessary Order to release funds;

    d. perform all other actions necessary to recover bonds and
       cash escrows held on behalf of the Debtors' Estates by
       Georgia, including but not limited to delivering an
       executed order to any banking institution currently in
       possession of escrowed funds; and

    e. perform any other services commensurate with the Debtors'
       needs and Applicant's expert knowledge in connection with
       telecommunications and bonding issues.

D. Mark Baxter, Esq., a partner at Stone & Baxter, tells the Court
that the Firm will be paid a flat fee of $3,000 for the Firm's
engagement.

To the best of the Trustee's knowledge, the Firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                About Comm South Companies Inc.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company and its debtor-affiliates filed for chapter 11 protection
on September 19, 2003 (Bankr. N.D. Tex. Case No. 03-39496).
Terrance Ponsford, Esq., at Sheppard Mullin Richter and Hampton,
LLP, represents the Debtors.  When the Company filed for
protection from its creditors, it estimated assets of $1 million
to &10 million and debts of $50 million to $100 million.

The Debtors' chapter 11 cases were converted to chapter 7
liquidation proceedings on Sept. 7, 2005.  Marla C. Reynolds, the
chapter 7 Trustee, is represented by Claude D. Smith, Esq., at
Campbell & Cobbe, P.C.


CONSECO FINANCE: Moody's Junks B1 Class B-2 Certificate Rating
--------------------------------------------------------------
Moody's Investors Service downgraded three certificates from two
transactions, confirmed the rating of two certificates from one
transaction and withdrawn the ratings from eight certificates from
one transaction, issued by Conseco Finance Home Equity Improvement
Trust in 2000 and Conseco Finance Home Equity Loan Trust in 2001.  
The certificates are secured by fixed-rate home equity and home
improvement loans.

The subordinate fixed-rate certificates from the 2000-E and
2001-D transactions are being downgraded because existing credit
enhancement levels may be low given the current projected losses
on the underlying pools.  One of the main factors causing high
cumulative losses is the presence of second lien loans in these
transactions which generally experience very high loss severities.

Moody's complete rating actions are:

    Issuer: Conseco Finance Home Improvement Loan Trust

       * Series 2000-E; Class B-2, downgraded to Caa1 from B1

    Issuer: Conseco Finance Home Equity Loan Trust

       * Series 2001-D; Class B-1, downgraded to Ba2 from Baa2

       * Series 2001-D; Class B-2, downgraded to B2 from Ba1

   Issuer: Conseco Finance Home Equity Loan Trust

       * Series 2001-C; Class B-1, current rating Baa1 confirmed

       * Series 2001-C; Class B-2, current rating Ba1 confirmed

In the 2001-A transaction, eight certificates have been withdrawn
following their redemption in full.


CONGOLEUM CORP: Bond Committee Wants Teich Groh as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Bondholders appointed in
Congoleum Corporation and its debtor-affiliates' bankruptcy cases
asks the Honorable Kathryn C. Ferguson of the U.S. Bankruptcy
Court for the District of New Jersey for authority to employ Teich
Groh as its local counsel.

Teich Groh will:

   -- appear in Court;
   -- review pleadings;
   -- provide advice to the Bondholders' Committee; and
   -- provide all other necessary legal services.

Michael A. Zindler, Esq., a partner at Teich Groh, discloses that
the hourly rates of the Firm's professionals are:

    Professional                Designation   Hourly Rate
    ------------                -----------   -----------
    Michael A. Zindler, Esq.    Partner           $410
    Barry W. Frost, Esq.        Partner           $350
    Carol L. Knowlton, Esq.     Partner           $300
    Allen I. Gorski, Esq.       Partner           $300
    Brian W. Hofmeister, Esq.   Associate         $300

Teich Groh and Akin Gump Strauss Hauer & Feld LLP, the
Bondholders' Committee's lead counsel, will divide their work to
avoid duplication of effort.

Mr. Zindler assures the Court that the Firm does not represent or
hold any interest adverse to the Debtors or their estates and is
disinterested as that term is defined under Section 101(14) of the
U.S. Bankruptcy Code.

                       About Teich Groh

Headquartered in Trenton, New Jersey, Teich Groh --
http://www.teichgroh.com/-- is a statewide law firm in New  
Jersey.  The Firm's 14 attorneys serve in all areas of civil
practice including bankruptcy, foreclosure, insolvency law,
creditor/debtor relations, business corporations, real estate,
land use (Planning and Zoning), family law, custody, adoption and
divorce, personal injury, Lemon Law, consumer fraud, malpractice,
products liability, worker's compensation, insurance law, civil
litigation, wills and estate planning and administration.

                   About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Swidler Berlin
LLP.  Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Bondholders.  
When Congoleum filed for protection from its creditors, it listed
$187,126,000 in total assets and $205,940,000 in total debts.

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


CONGOLEUM CORP: Wants Orloff Lowenbach to Review GHR's Services
---------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the Honorable
Kathryn C. Ferguson of the United States Bankruptcy Court for the
District of New Jersey for authority to employ Orloff, Lowenbach,
Stifelman & Siegel, PC, as their special litigation counsel.

Orloff Lowenbach will analyze and prosecute claims based on
professional malpractice and other claims that the Debtors have or
may have against Gilbert Heintz & Randolph LLP.

Orloff Lowenbach will:

   (a) review the facts surrounding:

       (1) GHR's prepetition retention as counsel to the Debtors,

       (2) GHR's postpetition retention as special counsel to the
           Debtors pursuant to Section 327(e) of the Bankruptcy
           Code,

       (3) the prepetition and postpetition services performed by
           GHR for the Debtors,

       (4) the ramifications to the Debtors of GHR's ownership
           interest in Kenesis, and

       (5) the circumstances surrounding GHR's disqualification by
           the Court of Appeals for the Third Circuit pursuant to
           the Opinion;

   (b) advise the Debtors, in light of the facts found during the
       review and the applicable law, concerning the professional
       malpractice or other claims (excluding the GHR Disgorgement
       Claims only) which they have or may have against GHR as a
       result of its disqualification as their counsel on account
       of conflicts of interest or any other matter as may be
       disclosed as a result of such review;

   (c) advise the Debtors as to the potential causes of action
       available to the Debtors, and the available relief and
       remedies; and

   (d) represent the Debtors in the commencement and pursuit of
       litigation against GHR to recover claims based on
       professional malpractice and other claims (excluding the
       GHR Disgorgement Claims only) which the Debtors have or may
       have against GHR.

Orloff Lowenbach's services will not include these matters at this
time:

   (a) the prosecution of any motion under Section 329 of the
       Bankruptcy Code for disgorgement of prepetition legal fees
       paid to GHR;

   (b) the recovery of the legal fees paid to GHR postpetition as
       ordered in the GHR Disgorgement Decision;

   (c) defending any appeal by GHR of an order to be entered in
       furtherance of the GHR Disgorgement Decision; or

   (d) pursuing any Bankruptcy Causes of Action as defined in the
       Tolling Agreement between the Debtors and GHR dated
       Sept. 12, 2005, that the Debtors have or may have against
       GHR known as the GHR Disgorgement Claims.

Pillsbury Winthrop Shaw Pittman LLP and Okin, Hollander & DeLuca,
L.L.P., the Debtors general bankruptcy counsel, will continue to
handle the GHR Disgorgement Claims.

                         Background

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

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

Laurence B. Orloff, Esq., a partner at Orloff, Lowenbach,
Stifelman & Siegel, discloses that he will bill $500 per hour.  
Samuel Feldman, Esq., another partner of the Firm, bills $400 per
hour.  The hourly rates of the Firm's professionals are:

      Designation                     Hourly Rate
      -----------                     -----------
      Associates                      $200 to $290
      Paralegals                          $100

Orloff, Lowenbach, Stifelman & Siegel, PC, does not represent any
interests adverse to the Debtors or their estates.

            About Orloff, Lowenbach, Stifelman & Siegel

Orloff, Lowenbach, Stifelman & Siegel, PC -- http://www.olss.com/
-- is a full-service law firm.  Mr. Orloff can be contacted at:

      Laurence B. Orloff, Esq.
      Orloff, Lowenbach, Stifelman & Siegel, PC
      101 Eisenhower Parkway
      Roseland, NJ 07068
      Tel: (973) 622-6200
      Fax: (973) 622-3073

                 About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Swidler Berlin
LLP.  Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Bondholders.  
When Congoleum filed for protection from its creditors, it listed
$187,126,000 in total assets and $205,940,000 in total debts.

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


COOPER TIRE: Reports Fourth Quarter & Year-End Financial Results
----------------------------------------------------------------
Cooper Tire & Rubber Company (NYSE: CTB) reported a 6 percent
year-over-year increase in net sales and a new all-time quarterly
record for the Company's tire operations.  Total net sales for the
Company's continuing operations increased to $572 million in the
quarter ended Dec. 31, 2005 compared to $541 million in 2004.  The
increase was driven primarily by higher average prices and
improved product mix in the Company's North American Tire
operations.

The Company's continuing operations generated operating profit of
$6 million and a net loss of $6 million in the fourth quarter of
2005 compared to operating profit of $7 million and net income of
$3 million in the same period a year ago.  On a per share basis,
this equates to a net loss of 11 cents in the fourth quarter of
2005 compared to net earnings of 4 cents in the fourth quarter of
2004.

In addition to higher raw material costs and improved pricing and
mix, operating profit for the quarter included a $12 million
positive impact from a settlement in a dispute with certain
suppliers and the negative impact of $8 million from reduced
operating levels in the Company's North American plants, $6
million in scrap charges stemming from voluntary recalls of a
limited number of tires in two specific product lines, $3 million
in asset write-downs and $2 million in severance costs.

Results for the quarter also included the positive impact of a $6
million gain on the Company's repurchase of publicly traded debt
and the negative impact of $9 million in taxes imposed on earnings
repatriated to the United States from the Company's foreign
operations at favorable rates.

Net results for the quarter, including discontinued operations,
were a loss of $7 million compared to net income of $133 million
in the fourth quarter of 2004.  The prior year's results included
$18 million in net income from discontinued operations and a gain
of $112 million from the sale of the Company's automotive
operations.

For the full year 2005, Cooper's continuing operations generated
net sales of $2.2 billion, a 4 percent increase compared to net
sales of $2.1 billion in 2004.  The Company's continuing
operations incurred a loss of $15 million in 2005, compared to
income of $27 million in 2004.  Sales increased as a result of
higher prices and improved mix throughout the year.  Operating
profit declined due largely to higher raw material prices, lower
overall unit volumes, and plant inefficiencies.  The plant
inefficiencies were driven by ongoing plant and product
transitions which were largely completed during the year, the
strike in the Texarkana, AR facility in the first and second
quarters and reduced production levels in all four North American
plants in the fourth quarter.  These were only partially offset by
improved product price and mix.  Including income from and the
gain on the sale of discontinued operations, the Company generated
a net loss of $9 million or 15 cents per share in 2005 compared to
total net income of $201 million or $2.68 per share in 2004.

Commenting on the quarter's results, Cooper's chairman, president
and chief executive officer Thomas A. Dattilo said, "There were
many items, both positive and negative, that obscured our actual
results and make it difficult to immediately recognize the
improvements and progress we have achieved in our operations.  The
reduced production schedules we implemented during the fourth
quarter enabled us to reduce our overall inventory and rebalance
it with an increased focus on products that are in greatest
demand.  Investments in our plants and the transitions to new and
more efficient equipment throughout the year have increased our
capacity to produce ultra-high performance and larger rim diameter
tires by approximately 75 percent.  We have already seen
improvements in our sales mix as a result and ongoing trends in
production efficiency and scrap rates are improving
significantly."

                          Outlook

"Raw material prices will continue to present challenge and
uncertainty in the tire industry in 2006.  Stubbornly high oil
prices and recent spikes in natural rubber prices will certainly
have an impact on the first and second quarters of the year.  In
spite of this headwind, we remain optimistic about our
opportunities for the year overall," Mr. Dattilo continued.  "The
preliminary RMA forecast for the North American light vehicle
replacement tire market in 2006 is for growth of around 2 percent.  
Based on certain customer agreements and the enthusiasm and
support from our dealers overall, our internal forecasts are for
growth above that in our North American operations.  And we
started the year well by outpacing the market in January. In
addition, our acquisition of Cooper Chengshan (Shandong) Tire
Company in China will add approximately $500 million in profitable
sales annually."

"As all of our efforts from the past 18 - 24 months come together,
we expect to see continued improvements in manufacturing
efficiency, improvements in product and customer mix, improving
order fill rates, increasing market share in all of our key
markets and particularly within key product lines, increased low-
cost product sourcing and profitable international operations. We
expect each of these areas to contribute to improved results in
2006," Mr. Dattilo concluded.

                      About Cooper Tire

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company --
http://www.coopertire.com/-- specializes in the design,  
manufacture and sale of passenger, light & medium truck tires and
has subsidiaries specializing in motorcycle and racing tires, as
well as tread rubber and related equipment.  The company has 39
manufacturing, sales, distribution, design and technical
facilities around the world.


COOPER TIRE: Poor Performance Prompts S&P to Lower Ratings to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Cooper Tire & Rubber Co. to 'BB'
from 'BB+' because of the poor near-term earnings and cash flow
prospects for the tire manufacturer.  The ratings were removed
from CreditWatch with negative implications, where they were
placed March 2, 2006.  Findlay, Ohio-based Cooper Tire has total
debt of about $540 million, and underfunded employee benefit
liabilities of about $400 million.  The rating outlook is
negative.
      
"Cooper reported depressed operating results during 2005, and is
expected to continue to experience earnings pressure for at least
the next few quarters," said Standard & Poor's credit analyst
Martin King.

Although sales increased 4% during 2005, operating income declined
58%.  The poor results were caused by a number of factors:

   * Operating inefficiencies, as the company transitioned its
     domestic manufacturing operations toward higher-margin
     products while increasing its supply of economy tires
     from Asia;
        
   * Reduced unit sales in the passenger-car tire segment because
     of market share losses;
        
   * Persistently high raw material costs that were only partially
     offset by higher tire prices;
        
   * Start-up costs associated with a new tire plant being
     constructed in China; and
        
   * A strike during the first quarter of 2005 at an important
     manufacturing plant.  The work stoppage lasted about six
     weeks, and Cooper suffered from lower unit sales and poor
     fill rates because of its capacity constraints.
     
Though the company reduced debt by $280 million during 2005, its
credit protection measures remained weak for the rating.  Funds
from operations (FFO) to debt was about 15% and debt to EBITDA
exceeded 3.5x.  Including underfunded benefit liabilities,
Cooper's credit statistics are even weaker: FFO to debt is about
10% and debt to EBITDA is greater than 4.5x.  For the previous
rating, Standard & Poor's had expected fully adjusted FFO to debt
to average about 25%, and debt to EBITDA to average about 3x.
     
Cooper has not provided earnings guidance for 2006 because of the
many challenges and uncertainties it will continue to face this
year.  These include raw material costs that remain at very high
levels and softening demand for replacement tires in the U.S.  In
addition, it is unclear whether tire companies can continue to
raise prices as they did during 2005 to partially offset the
higher raw material costs.  Cooper faces the added challenge of
integrating the operations of a recently acquired tire company in
China, as well as completing the construction of a new tire plant
there.
     
Nevertheless, Standard & Poor's expects Cooper to see some
benefits from improved manufacturing efficiencies and higher sales
of its high-margin products during 2006.  But the timing and
magnitude of the operating improvements are unclear.


CORTS TRUST: S&P Upgrades $27 Million Securities' Ratings to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$27.0 million corporate-backed trust securities certificates
issued by CorTS Trust for Xerox Capital Trust I to 'B+' from 'B-'
and removed it from CreditWatch, where it was placed with positive
implications Feb. 2, 2006.
     
The rating action reflects:

   * the March 1, 2006, raising of the rating on the underlying
     securities;

   * the $27.0 million 8% series B capital securities due
     Feb. 1, 2027, issued by Xerox Capital Trust I; and

   * its subsequent removal from CreditWatch positive.
     
CorTS Trust for Xerox Capital Trust I is a swap-independent
synthetic transaction that is weak-linked to the underlying
collateral, Xerox Capital Trust I's $27.0 million 8% series B
capital securities.


CREDIT SUISSE: Moody's Affirms Junked $4.9MM Class Q Cert. Rating
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of twelve classes of Credit Suisse First
Boston Commercial Mortgage Pass-Through Certificates, Series 2002-
CKP1:

    * Class A-1, $514,709, Fixed, affirmed at Aaa
    * Class A-2, $112,435,000, Fixed, affirmed at Aaa
    * Class A-3, $601,059,000, Fixed, affirmed at Aaa
    * Class A-X, Notional, affirmed at Aaa
    * Class A-SP, Notional, affirmed at Aaa
    * Class B, $39,715,000, Fixed, upgraded to Aaa from Aa2
    * Class C, $13,652,000, Fixed, upgraded to Aaa from Aa3
    * Class D, $26,063,000, Fixed, upgraded to Aa2 from A2
    * Class E, $14,893,000, Fixed, upgraded to Aa3 from A3
    * Class F, $13,652,000, WAC Cap, upgraded to A2 from Baa1
    * Class G, $14,893,000 WAC Cap, upgraded to A3 from Baa2
    * Class H, $14,893,000, WAC, upgraded to Baa1 from Baa3
    * Class J-AD, $9,471,747, Fixed, upgraded to Baa2 from Baa3
    * Class K-Z, $10,385,253, Fixed, affirmed at Ba1
    * Class L, $16,134,000, Fixed, affirmed at Ba2
    * Class M, $8,688,000, Fixed, affirmed at Ba3
    * Class N, $7,447,000, Fixed, affirmed at B1
    * Class O, $8,687,000, Fixed, affirmed at B2
    * Class P, $4,965,000, Fixed, affirmed at B3
    * Class Q, $4,964,000, Fixed, affirmed at Caa2

As of the Feb. 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 5.7% to
$936.7 million from $992.9 million at securitization.  The
Certificates are collateralized by 154 loans, ranging in size from
less than 1.0% to 6.7% of the pool, with the top ten loans
representing 34.3% of the pool.  Fourteen loans, representing 7.2%
of the pool, have defeased and are collateralized by U.S.
Government securities.

Six loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $2.0 million.  One loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's is not anticipating any loss from this specially serviced
loan.  Twenty-six loans, representing 13.6% of the pool, are on
the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
98.8% of the pool, excluding the defeased loans, and partial year
2005 operating results for 69.5% of the pool.  Moody's weighted
average loan to value ratio is 85.8%, compared to 87.9% at
securitization.  The upgrade of Classes B, C, D, E, F, G, H and J-
AD is due to improved overall pool performance, a relatively high
percentage of defeased loans and increased credit support.

The top three loans represent 17.2% of the pool.  The largest loan
is the Metroplex West Loan, which is secured by a 477,000 square
foot power center located approximately 18 miles northwest of
Philadelphia in Plymouth Meeting, Pennsylvania.  The property is
100.0% occupied, the same as at securitization.  The largest
tenants are Giant Foods, Best Buy and Dick's Sporting Goods.  The
subject is also anchored by Target and Lowe's.  However, both
these tenants own their own stores and are not part of the
collateral.  Moody's LTV is 80.8%, compared to 84.9% at
securitization.

The second largest loan is the 300 M Street Loan, which is secured
by a 280,000 square foot Class A office building located in the
Capitol Hill section of Washington, D.C.  The property is 100.0%
occupied, the same as at securitization.  The largest tenants are
Litton Industries Inc., and Lockheed Martin Corporation.  Moody's
LTV is 83.3%, compared to 87.0% at securitization.

The third largest loan is the Shops at Deerfield Loan, which is
secured by a mixed-use property that includes 170,000 square feet
of retail and 67,000 square feet of office.  The property is
located approximately 27 miles north of Chicago in Deerfield,
Illinois.  The property is 100.0% occupied, compared to 95.0% at
securitization.  The retail space is anchored by Whole Foods and
Barnes & Noble.  The largest office tenant is Lakeland Health
Ventures.  Moody's LTV is 87.5%, compared to 91.5% at
securitization.

The pool's collateral is a mix of office and mixed use, retail,
multifamily, industrial and self storage and U.S. Government
securities.  The collateral properties are located in 31 states
and Washington, D.C. The highest state concentrations are Texas,
California, Pennsylvania, Florida and Virginia.  All of the loans
are fixed rate.


CROCS INC: Balance Sheet Upside-Down by $3.5 Million at Dec. 31   
---------------------------------------------------------------
Crocs, Inc. (NASDAQ: CROX) reported its results of operations for
the fourth quarter and fiscal year ended Dec. 31, 2005.

Crocs generated $33.6 million of revenues for the quarter ended
Dec. 31, 2005, compared to $5.4 million of revenues for the three
months ended Dec. 31, 2004.

Net income for the three months ended Dec. 31, 2005 was $4.1
million, compared to a net loss of $1.0 million for the three
months ended Dec. 31, 2004.

For the fiscal year ended Dec. 31, 2005, revenues were $108.6
million, compared to revenues of $13.5 million for the year ended
Dec. 31, 2004.  Net income for 2005 was $16.7 million, compared to
a net loss of $1.6 million for 2004.

The Company's balance sheet at Dec. 31, 2005, showed $16,224,000
in total assets, $12,515,000 in total liabilities and $7,300,000
in commitments and contingencies, resulting in a $3,591,000
stockholders' deficit.

Ron Snyder, President and Chief Executive Officer of Crocs Inc.,
commented, "We are pleased with our fourth quarter performance
which represents a strong finish to a breakout year for our
company.  Fiscal 2005 was highlighted by significant financial
improvements across the board, including dramatic increases in
revenues, margins, and net income.  We also made important
progress expanding our geographic reach and diversifying the
breadth and depth of our product offering.  In 2006 we will
continue to focus on executing our strategic plan and building on
the positive momentum behind our brand."

On Feb. 13, 2006, the company completed an initial public offering
of 11,385,000 shares of common stock at a price to the public of
$21 per share, of which 4,950,000 shares were sold by the company
and 6,435,000 were sold by certain selling shareholders, including
1,485,000 shares that were sold by the selling shareholders
pursuant to the underwriters' over-allotment option.  

Upon completing the offering, the company and the selling
shareholders received net proceeds of approximately $96.9 million
and $126.0 million, respectively.  The company intends to use the
proceeds to repay amounts outstanding under its U.S. credit
facility and Canadian credit facility and bank loans and for
working capital and general corporate purposes.

Ron Snyder commented, "We were very pleased to have successfully
completed our initial public offering and we look forward to
beginning a new chapter in our company's history."

Ron Snyder concluded, "Our 2005 results, which reflect our growing
brand recognition and the increasing consumer demand for our
products, are a testament to the hard work and dedication of our
entire organization.  Looking ahead, we believe our unique
position in the marketplace, coupled with our proprietary
technologies and broad demographic appeal provides us with
multiple long-term growth opportunities, both domestically and
overseas. We move forward extremely excited about our prospects
for the future."

                        About Crocs, Inc.

Crocs, Inc. -- http://www.CROCS.com-- is a rapidly growing  
designer, manufacturer and marketer of footwear for men, women and
children under the crocs brand.  The Company's footwear products
incorporate proprietary closed-cell resin material, which
represents a substantial innovation in footwear comfort and
functionality.  The proprietary closed-cell resin, referred to as
Croslite(TM) enables the Company to produce a soft and
lightweight, non-marking, slip- and odor-resistant shoe.  Crocs
are sold in more than 6,500 North American retail locations.


DEL MONTE: S&P Revises Outlook to Negative & Affirms Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on food
processor Del Monte Foods Co. to negative from stable.
     
At the same time, Standard & Poor's affirmed its ratings,
including its 'BB-' long-term and 'B-1' short-term corporate
credit ratings.  San Francisco, California-based Del Monte had
about $1.3 billion of lease-adjusted total debt outstanding as of
Jan. 29, 2006.
     
The outlook revision reflects the expected weaker credit measures
for the next few years following the company's announced purchase
of Milk-Bone brands from Kraft Foods Inc. for about $580 million.
Milk-Bone, with $180 million in sales, is a leading dog treat
manufacturer in the high-margin pet snack category.  This
acquisition closely follows the company's March 2, 2006,
acquisition of Meow Mix Holdings for $705 million.  Both
transactions will be funded with:

   * about $880 million in new debt;

   * $210 million in proceeds from previously announced
     divestitures; and

   * cash from operations.
      
"We expect that Del Monte will apply its free cash flow to debt
reduction over the intermediate term to improve credit measures to
those more commensurate with the current rating.  The rating could
be lowered if Del Monte is unable to reduce leverage as planned,"
said Standard & Poor's credit analyst Ronald Neysmith.


DEL MONTE: Pays $580 Million for Kraft's Milk-Bone Unit
-------------------------------------------------------
Del Monte Foods Company (NYSE: DLM) disclosed that Del Monte
Corporation, its wholly owned subsidiary, entered into an
agreement to acquire certain pet product assets, including the
Milk-Bone brand, from Kraft Foods Global, Inc., for approximately
$580 million.  

The effective cost to Del Monte of the acquisition will be offset
by approximately $125 million of future tax benefits that Del
Monte expects to achieve as a result of the acquisition.

Del Monte Foods expects the transaction to close in fiscal 2007,
subject to the satisfaction of customary closing conditions and
antitrust approval under the Hart-Scott-Rodino Act.

Goldman, Sachs & Co. and Banc of America Securities LLC are acting
as financial advisers to Del Monte Corporation.

"We are extremely pleased to add Milk-Bone to our portfolio of
leading pet brands," said Richard G. Wolford, Del Monte's Chairman
and Chief Executive Officer.  "Milk-Bone, with its strong brand
position in the fast-growing and dynamic pet snacks category, will
significantly strengthen our overall competitiveness in the pet
business.  Importantly, it is another key step forward for Del
Monte as we deliver against our overall strategic commitments and
our execution of Project Brand.  This transaction will
meaningfully improve the overall margin and growth potential of
the entire Company.  Further, the acquisition builds on the
momentum generated with our recently announced agreements to
acquire Meow Mix and divest Del Monte's private label soup and
infant feeding businesses, resulting in a greater branded focus of
the entire portfolio."

Project Brand is Del Monte's previously announced strategic plan
to enhance shareholder value by increasing the branded focus of
its product portfolio and accelerating innovation-driven organic
growth in higher margin categories.

Milk-Bone is a leader in dog snacks, generating revenues of
approximately $180 million in calendar year 2005.  The acquisition
complements Del Monte's portfolio of pet products in dog snacks, a
segment that has grown at an average annual rate of approximately
10% since fiscal 2001.  As a result of the transaction, Del
Monte's pet business will have an improved platform for developing
and promoting innovative and successful products.

Del Monte expects to fund the Milk-Bone acquisition with
additional debt, and in order to complete this transaction, Del
Monte has received financing commitments for senior debt financing
in an amount sufficient to fund the purchase price.  Assuming that
most of Del Monte's post-acquisition cash flow will be used to pay
down debt, the Company expects debt levels to return to the
Company's current and targeted range within the next three years.

                       About Del Monte

Del Monte Foods -- http://www.delmonte.com/-- is one of the  
country's largest and most well known producers, distributors and
marketers of premium quality, branded and private label food and
pet products for the U.S. retail market, generating over $3
billion in net sales in fiscal 2005.  With a powerful portfolio of
brands including Del Monte(R), Contadina(R), StarKist(R), S&W(R),
Nature's Goodness(TM), College Inn(R), 9Lives(R), Kibbles 'n
Bits(R), Pup-Peroni(R), Snausages(R), Pounce(R) and Meaty Bone(R),
Del Monte products are found in nine out of ten American
households.

                        *   *   *

As reported in the Troubled Company Reporter on March 7, 2006,
Standard & Poor's Ratings Services revised its outlook on food
processor Del Monte Foods Co. to stable from positive.
     
At the same time, Standard & Poor's affirmed its ratings,
including its 'BB-' long-term and 'B-1' short-term corporate
credit ratings.  San Francisco, California-based Del Monte had
bout $1.3 billion of lease-adjusted total debt outstanding as of
Jan. 29, 2006.
     
The outlook revision reflects the expected delay in returning
credit measures to levels appropriate for a higher rating
following the company's announced $705 million acquisition of Meow
Mix Holdings Inc., the second-largest U.S. dry cat-food maker,
from the Cypress Group.  

As reported in the Troubled Company Reporter on March 6, 2006,
Moody's Investors Service affirmed Del Monte Corporation's
ratings:

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

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

The affirmation of ratings and change in rating outlook follows
DLM's announcement that it will acquire the Meow Mix Company for
approximately $705 million in cash, as well as divest its private
label soup and infant feeding business for approximately $268
million in cash.


DIGICEL LTD: Bouygues Deal Prompts Moody's to Hold Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Digicel Ltd.
including the B1 corporate family rating and the B3 senior
unsecured debt rating.  The rating outlook remains positive.  This
ratings action follows the announcement that the company will
purchase Bouygues Telecom Caraibe in an all-cash transaction
funded almost entirely by additional senior secured bank debt.

Since Moody's assigned initial ratings to Digicel in July 2005,
the company has outperformed Moody's expectations with better
revenue and cash flow growth putting upward pressure on the
ratings.  While the pending all debt-financed acquisition dilutes
Digicel's financial strength in the near term, Moody's expects
Digicel's credit metrics to resume their improvement after the
acquisition of BTC, such that the ratings are likely to move
higher within the next 18 to 24 months.

The acquisition of BTC will expand Digicel's wireless operations
into the French West Indies markets of Martinique, Guadeloupe and
French Guiana.  Funds for the acquisition will come primarily from
expanding the company's existing senior secured credit facilities
that rank ahead of the rated senior notes.  This will increase
near-term amortization requirements, limiting financial
flexibility.  Pro forma for the acquisition of BTC, Digicel will
remain moderately leveraged, with total debt to pro forma EBITDA
of just over 3 times.

Moody's remains concerned that despite the low leverage as
measured by debt relative to EBITDA, the substantial amortization
requirements of the senior secured bank debt in the company's
capital structure reduces Digicel's financial flexibility.  In the
fiscal year ending March 31, 2007, scheduled amortization totals
just under $60 million, climbing to over $80 million in fiscal
2008.  This large debt service burden will keep fixed charge
coverage close to 1 times.  Nonetheless, Moody's expects Digicel
to continue to improve its cash flows in order to comfortably meet
these amortization requirements.

Moody's perceives a high level of business risk for Digicel as so
much of the company's operations are located in developing
economies, and currency fluctuations could drive up the cost of
servicing US dollar denominated debt as the majority of the cash
flows are generated in Jamaican dollars.  Therefore adverse
regulatory and economic developments in Digicel's operating
environments will likely have a negative rating impact.

For the ratings to move higher, Moody's must be confident that
Digicel can sustainably improve EBITDA margins above 40% and free
cash flow in excess of 7% of total debt.  The ratings are likely
to face downward pressure should Digicel begin to lose market
share, if operational shortfalls reduce profitability, or should
the company make significant additional investments or
acquisitions that defer material free cash flow expansion.

Digicel is the largest provider of wireless telecommunications in
the Caribbean with over 1.8 million subscribers at Dec. 31, 2005.


DOMINO'S INC: Moody's Places $100 Mil. Term Loan Rating at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior secured rating to
Domino's, Inc.'s $100 million add-on term loan which was used to
help fund the repurchase of $145 million of outstanding common
shares from Bain Capital, LLC.  At the same time, Moody's affirmed
the Ba3 corporate family rating, the Ba3 senior secured bank
credit facility and the B2 senior subordinated notes.  The outlook
remains stable.

Rating assigned with a stable outlook:

   * Ba3 for the $100 million senior secured add-on term loan
     maturing in 2010

Ratings affirmed with a stable outlook:

   * Ba3 corporate family rating,

   * Ba3 for the $125 million senior secured revolving credit
     facility maturing in 2009,

   * Ba3 for the senior secured term loan maturing in 2010, and

   * B2 for the senior subordinated notes maturing in 2011.

The affirmation of the Ba3 corporate family rating reflects
Domino's solid free cash flow generation and history of
accelerated debt reduction.  The Ba3 rating also incorporates the
company's strong brand recognition, steady franchisee royalty
stream, modest need for capital expenditures and significant
geographic diversification stemming from a wide-ranging store
base.  In addition, the ratings consider the highly competitive
domestic pizza category, Domino's fairly narrow range of product
offerings and the heavy reliance on promotions and advertising to
sustain and enhance sales.

Moody's notes that Domino's voluntarily prepaid $35 million on its
term loan in January to cover its cash sweep debt repayment
requirement for calendar year 2006.  Therefore, the incremental
increase in debt will only be approximately $65 million from the
year-end 2005 balance.  The bulk of the new debt could be repaid
throughout the remainder of the year as Moody's anticipates
Domino's to continue its practice of sweeping its excess cash flow
to further reduce debt.

The stable outlook anticipates the continuation of solid same
store sales growth, both domestic and international, profitable
franchisee growth, improving operating earnings and steady free
cash flow generation which should reduce the incremental debt from
this transaction and improve financial flexibility over time.  On
a pro forma basis using Moody's standard adjustments, debt-to-
EBITDA is approximately 3.8x, EBITDA-to-interest expense is
roughly 4.7x and free cash flow-to-debt is just over 7%.

The Ba3 rating on the bank facility recognizes the fact that it is
secured by substantially all assets of the company in addition to
being guaranteed by Domino's Pizza, Inc., the parent and holding
company, and jointly and severally guaranteed by most of Domino's
domestic subsidiaries.  The credit facility is not notched above
the senior implied rating because of its relatively large weight
in the company's capital structure and Moody's belief that fair
market value for assets such as the "Domino's" trade name would
fall below the total bank commitments in a distressed scenario.  
The B2 rating on the senior subordinated notes recognizes that the
notes are contractually subordinated to a sizable amount of more
senior debt, but has the guarantees of most of the domestic
operating subsidiaries.

Domino's, Inc., headquartered in Ann Arbor, Michigan, operates 588
company-owned and 7,491 franchised pizza delivery stores in more
than 50 countries around the world.


DYNEGY HOLDINGS: Offers to Buy Back $1.75 Bil. 2nd Priority Notes
-----------------------------------------------------------------
Dynegy Inc.'s (NYSE:DYN) wholly-owned subsidiary, Dynegy Holdings
Inc. (DHI), commenced a cash tender offer and consent solicitation
for:

     * all $225 million of DHI's outstanding Second Priority
       Senior Secured Floating Rate Notes due 2008 (CUSIP No.
       26816LAH5),

     * all $625 million of DHI's outstanding 9.875% Second
       Priority Senior Secured Notes due 2010 (CUSIP Nos.
       26816LAL6 and U2676AAD5) and

     * all $900 million of DHI's outstanding 10.125% Second
       Priority Senior Secured Notes due 2013 (CUSIP Nos.
       26816LAP7 and U2676AAE3).

The total consideration for each $1,000 principal amount of the
2008 Notes tendered and accepted for purchase pursuant to the
tender offer will be $1,045.  The total consideration for each
$1,000 principal amount of the 2010 Notes and the 2013 Notes
tendered and accepted for purchase pursuant to the tender offer
will be determined as specified in the Offer to Purchase and
Consent Solicitation Statement of DHI, dated March 15, 2006, on
the basis of a yield to the applicable first redemption date equal
to the sum of:

     (i) the yield (based on the bid side price) of the U.S.
         Treasury security specified in the Statement for each of
         the 2010 Notes and the 2013 Notes, as calculated by
         Credit Suisse Securities (USA) LLC in accordance with
         standard market practice on the Price Determination Date,
         plus

    (ii) a fixed spread of 62.5 basis points.

The Price Determination Date will be March 29, 2006 (unless DHI
extends the tender offer for any period longer than ten business
days from the previously scheduled expiration date, in which case
a new Price Determination Date will be established).

In connection with the tender offer, DHI is soliciting consents
to:

     (i) certain proposed amendments to the indenture pursuant to
         which the Notes were issued, which would eliminate
         substantially all of the restrictive covenants, eliminate
         or modify certain events of default and eliminate or
         modify related provisions of the indenture and

    (ii) the release of certain liens securing the obligations of
         DHI and the guarantors of the Notes under the indenture.

DHI is offering to make a cash consent payment of $30 per $1,000
principal amount of Notes (which is included in the total
consideration for the Notes described above) to holders who
validly tender (and do not withdraw) their Notes and deliver (and
do not revoke) their consents prior to 5:00 p.m., New York City
time, on March 28, 2006.  No consent payments will be made in
respect of Notes tendered and consents delivered after the Consent
Date.  Holders may not tender their Notes without delivering their
consents, and may not deliver their consents without tendering
their Notes.

The tender offer is scheduled to expire at Midnight, New York City
time, on April 11, 2006, unless extended.  Notes tendered prior to
the Consent Date may not be withdrawn, and consents delivered
prior to the Consent Date may not be revoked, after the Consent
Date, except in the limited circumstances described in the
Statement.  Notes tendered and consents delivered after the
Consent Date and prior to the Expiration Date may not be withdrawn
or revoked, except in the limited circumstances described in the
Statement.

DHI has reserved the right to accept for purchase on the Price
Determination Date all Notes validly tendered prior to the Consent
Date.  If DHI elects to exercise this option, it will pay the
total consideration on a date promptly following the Consent Date.  
On the Early Payment Date, DHI will also pay accrued and unpaid
interest up to, but not including, the Early Payment Date on the
Notes accepted for purchase.

Subject to its right to exercise this early acceptance option, DHI
currently expects to accept for purchase, and pay the total
consideration (as to all Notes tendered prior to the Consent Date)
and the tender offer consideration (which is the total
consideration less the cash consent payment, as to all Notes
tendered after the Consent Date) with respect to, all validly
tendered Notes on a date promptly following the Expiration Date.  
On the Final Payment Date, DHI will also pay accrued and unpaid
interest up to, but not including, the Final Payment Date on the
Notes accepted for purchase.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the receipt of
consents from the holders of at least two-thirds in principal
amount of each series of the Notes and the consummation by DHI of
one or more new debt financings on terms satisfactory to DHI in an
aggregate amount not less than $750 million.  No assurance can be
given that such new financings will be completed in a timely
manner or at all.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related
Consent and Letter of Transmittal, copies of which may be obtained
by contacting the information agent for the tender offer and
consent solicitation:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774
     Toll Free (800) 470-4200

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Managers and Solicitation Agents for the
tender offer and consent solicitation:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 538-0652
     Toll Free (800) 820-1653

                 and

     Banc of America Securities LLC
     Telephone (212) 847-5834
     Toll Free (888) 292-0070

Dynegy Inc. -- http://www.dynegy.com-- provides electricity to
markets and customers throughout the United States.  The company's
fleet of power generation facilities consists of baseload,
intermediate and peaking power plants fueled by a mix of coal,
fuel oil and natural gas.  Located in 12 states, the portfolio is
well-positioned to capitalize on regional differences in power
prices and weather-driven demand.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2005,
Moody's Investors Service upgraded the long term debt ratings of
Dynegy Inc. (Dynegy, NYSE: DYN) and its subsidiaries.  The Dynegy
Holdings Inc. (DHI) Corporate Family Rating was raised to B1 from
B3.  These rating upgrades reflect completion of Dynegy's
restructuring over the past several years that has resulted in a
more focused merchant power generation company with less debt.
This action concludes the rating review announced on May 9
following the company's announcement that it intended to sell its
midstream natural gas liquids business.


DYNEGY INC: S&P Affirms B Corp. Credit Rating & Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on diversified energy company Dynegy Inc. and its
subsidiaries and removed the ratings from CreditWatch with
developing implications.
     
The outlook is stable.  As of Dec. 31, 2005, the Houston, Texas-
based company had about $4.7 billion of debt outstanding.
      
"We have determined that the company's refocused business profile
and financial policy are consistent with our current ratings,"
said Standard & Poor's credit analyst John Kennedy.
     
Dynegy recently completed a number a transactions enabling it to
refocus its business strategy by exiting its midstream operations
and tolling agreements and repositioning the composition of its
generating fleet.  In addition, Dynegy intends to use some of the
proceeds of the midstream sale to reduce debt levels and improve
its financial profile.
      
"The stable outlook reflects Dynegy's potential to generate cash
flow from its refocused business strategy and substantially
strengthen its balance sheet," said Mr. Kennedy.


EAGLEPICHER HOLDINGS: Wants to Walk Away from Crown-Phoenix Lease
-----------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio for permission
to reject an unexpired lease between EaglePicher Technologies,
LLC, and Crown-Phoenix II, LLC, effective as of April 30, 2006.

The Debtor EaglePicher Technologies and Crown-Phoenix are parties
to the Warehouse/Manufacturing/Office Triple Net Lease dated
Oct. 16, 2003.  The facilities covered by the Lease house the
Debtors' corporate headquarters, including EaglePicher
Technologies, as well as its manufacturing for operations.

As a result of the Debtors' restructuring and efforts to reduce
costs, they have decided to reject the Crown-Phoenix lease.  In
addition, the Debtors own another facility suitable to house their
corporate headquarters.

Furthermore, EaglePicher Technologies will transfer its
manufacturing operations to suitable facilities in the Midwest
that have more favorable rental terms and are closer to the EPT
engineers who assist in the manufacturing operations.

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.


ELECTRIC MACHINERY: Fluor Pays $1.1 Mil. to Settle Hotel Dispute
----------------------------------------------------------------
Electric Machinery Enterprises, Inc. (EME), a wholly-owned
subsidiary of EarthFirst Technologies, Incorporated (OTCBB:EFTI),
entered into and consummated a Settlement Agreement and Release
of Claims with Fluor Enterprises, Inc. and Fluor Daniel Caribbean,
Inc.  EME, the plaintiff, agreed to accept and has been paid
$1.1 million from Fluor, the defendant, in full settlement of
all claims arising from the construction of the Four Seasons
Resort at Emerald Bay Hotel in Great Exuma, Bahamas.

The legal dispute stemmed from electrical contracting work
completed on the project site by EME in mid-2004, while the
Company was in Chapter 11 Reorganization and preceding its
acquisition by EarthFirst Technologies, Inc.  Consequently, the
settlement was subject to review and approval by the United States
Bankruptcy Court, Middle District of Florida, Tampa Division, and
was subsequently approved by order of the Court.

The settlement proceeds of $1.1 million will be booked as an
extraordinary gain on EarthFirst's consolidated income statement
in the first quarter of 2006.  This is the first settlement
of several claims that the Company is litigating in EME's
bankruptcy proceedings.  The claims, which in the aggregate
exceed $15 million, have all been written-off by the Company.
Accordingly, recoveries, if any, will be recognized as income when
received.

           About EarthFirst Technologies, Incorporated

EarthFirst Technologies -- http://www.earthfirsttech.com/-- is a  
specialized holding company engaged in researching, developing and
commercializing technologies for the production of alternative
fuel sources and the destruction and/or remediation of liquid and
solid wastes, and in supplying electrical contracting services to
commercial and government customers internationally.  Through its
subsidiary World Environmental Solutions Company, EarthFirst
markets solid waste remediation plants utilizing a proprietary
Catalytic Activated Distillation process, which is a superior
technology developed by EarthFirst to recycle rubber tires and
other wastes. Through its subsidiary Electric Machinery
Enterprises, Inc., , the Company Through its subsidiary EarthFirst
Americas, Inc., the Company is engaged in the global development,
marketing and distribution of biofuels.

           About Electric Machinery Enterprises, Inc.

Based in Tampa, Florida, Electric Machinery Enterprises, Inc. --
http://www.e-m-e.com/-- provides electrical contracting services  
both as a prime contractor and as a subcontractor, electrical
support for industrial and commercial buildings, power generation
stations, and water and sewage plants in the US and abroad.  The
Company filed for chapter 11 protection on May 29, 2003 (Bankr.
M.D. Fla. Case No. 03-11047).  The Debtor filed a chapter 11 plan
in September 2003 premised on its transaction with EarthFirst  
Technologies.  Electric Machinery's Chapter 11 filing was  
precipitated by an adverse court decision on a disputed  
construction contract.  That dispute was resolved under
Electric Machinery's Plan of Reorganization.  The Plan of
Reorganization filed on behalf of Electric Machinery Enterprises,
Inc., was confirmed by the Bankruptcy Court on Dec. 9, 2004.


EXIDE TECH: Amends EBITDA Covenants in Senior Credit Facility
-------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) obtained an amendment to its
senior credit facility.  The amendment includes:

     -- Modified covenants relating to trailing twelve month
        Consolidated EBITDA, as defined in its senior credit
        facility, as of the fiscal quarters ending March 31, 2006,
        June 30, 2006 and Sept. 30, 2006;

     -- Elimination of the "going concern" covenant for fiscal
        year 2006;
    
     -- Increased call protection in the event the Company
        refinances the senior credit facility;

     -- A 100 basis point increase in the applicable margin for
        the outstanding loans;

     -- An agreement to pay fees for a financial advisor for the
        lenders capped at $75,000 per month;

     -- An amendment fee of 0.50% of the aggregate amount of
        outstanding loans and commitments of lenders consenting to
        the amendment.

The Company is completing certain post-effective items required
under the amendment, including modifications to existing mortgage
documents and certain of the foreign security documents.

"As Exide approaches a new fiscal year, we appreciate the
continuing support of our bank group," said Gordon A. Ulsh,
President and Chief Executive Officer of Exide Technologies.

A full-text copy of the amendment is available at no charge at:
http://ResearchArchives.com/t/s?6a9

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

                       *     *     *

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

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


EXTRAORDINARY PLUS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Extraordinary Plus, LLC
        aka Colonial Gardens Apartments
        5000 Thompson Mill Road
        Lithonia, Georgia 30038

Bankruptcy Case No.: 06-10227

Chapter 11 Petition Date: March 15, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robert L. Marrero, Esq.
                  Robert Marrero, LLC
                  3520 General DeGaulle Drive, Suite 1035
                  New Orleans, Louisiana 70114
                  Tel: (504) 366-8025
                  Fax: (504) 366-8026

Debtor's financial condition as of March 15, 2006:

      Total Assets: $1,675,000

      Total Debts:  $1,818,404

Debtor's 2 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
D&R Properties, LLC                       $100,000
c/o Darian Rhodes
707 North Broadway
Florence, AL 35630

Lending World Corporation                  $41,600
10101 Harwin Drive, Suite 105
Houston, TX 77036


FAIRFAX FINANCIAL: S&P Places BB Rating on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' counterparty
credit ratings on Fairfax Financial Holdings Ltd. and Crum &
Forster Holdings Corp. on CreditWatch with negative implications.
     
Standard & Poor's also said that it placed its 'BB-' counterparty
credit rating on TIG Holdings Inc. on CreditWatch negative.  The
counterparty credit and financial strength ratings on the
operating insurance company subsidiaries of Crum Holdings and TIG
Holdings are not affected by this rating action.
      
"We put these ratings on CreditWatch negative in response to the
announcement by FFH that it will delay filing its 2005 annual
report," explained Standard & Poor's credit analyst Damien
Magarelli.  "The delay is being caused by the announcement by its
80%-owned affiliate, Odyssey Re Holdings Corp. (NYSE:ORH), that it
intends to file a notice with the SEC that it will delay the
filing of its 2005 annual report on Form 10-K."

ORH is expected to complete its filing within the next 30 days.
     
ORH stated in its release that this delay is in connection with
the previously announced restatement of its financial results for
2001 through 2004 and the nine months ended Sept. 30, 2005.  The
company maintains that it requires additional time to complete the
year-end process.
     
The potential impact of this delay on Odyssey's competitive
Position -- including reputation risk and the ability to meet
filing and regulatory requirements as well as the financial impact
resulting from a potential restatement -- remains unclear.  The
ratings on FFH, Crum Holdings, and TIG Holdings could be affected
by any adverse rating action on ORH because of the significance of
ORH to the consolidated financial condition of FFH.
     
Standard & Poor's expects to resolve the CreditWatch status of the
ratings following the filing of Odyssey's 10-K.


FIDELITY NATIONAL: Certegy Deal Prompts Moody's Ratings Review
--------------------------------------------------------------
Moody's concluded its rating reviews for Fidelity National
Information Solutions and Certegy, which were initiated on
Sept. 16, 2005, following the announcement that Fidelity National
Information Services planned to merge with Certegy.  The review
has concluded with a downgrade of Certegy's senior unsecured bonds
to Ba1 from Baa2, upgrade of Fidelity National Information
Solutions' senior secured credit facility to Ba1 from Ba3,
assignment of a corporate family rating for FIS of Ba1 and a
speculative grade liquidity rating of SGL-1.  The outlook is
stable.

FIS' Ba1 corporate family rating reflects moderate financial
leverage from sizable acquisition activity in 2003 and 2004,
ongoing integration of multiple acquired systems, concentrated
major shareholders, and exposure to ongoing financial institution
client consolidation.  The rating also reflects the company's
position as a leading provider of technology solutions, processing
services, and information to the financial services and real
estate industries, recurring revenues from long-term processing
contracts, solid client retention, and modest exposure to mortgage
cyclicality.

The stable rating outlook reflects the company's stable operating
performance, supported by its core bank and mortgage processing
contract portfolio and the company's focus on debt reduction.

The rating could be upgraded if the company experiences further
organic revenue growth, client retention remains stable, capital
expenditures subside as a percentage of EBITDA, the ratio of free
cash flow to debt improves, and the company continues to reduce
the level of secured debt and obtains an unsecured bank facility
with terms and conditions consistent with an investment grade
profile, which will improve financial flexibility.

The rating could be downgraded if the company experiences a
weakened ratio of free cash flow to debt adjusted for operating
leases, declining organic revenues on a 12 month basis, or
declining client retention over a protracted period.  In addition,
the company's secured credit facilities receive operating
subsidiary guarantees not afforded to the Certegy notes.  
Therefore, the current ratings notching for credit facilities and
the notes could widen to the degree that the company incurs debt
structurally senior to the rated notes.

Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc., is a leading outsourced bank processor
and mortgage servicing company and majority owned subsidiary of
Fidelity National Financial, Inc.


FISHER SCIENTIFIC: Inks Deal to Purchase Athena for $283 Million
----------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) entered into a
definitive agreement to acquire privately held Athena Diagnostics,
Inc., a leading developer and provider of proprietary molecular
diagnostic and immunodiagnostic tests and services, from Behrman
Capital for $283 million in cash.

Athena has an extensive portfolio of proprietary neurologic,
nephrologic and endocrine diagnostic tests targeting such diseases
as neurogenetic and neuromuscular disorders as well as Alzheimer's
disease, multiple sclerosis, obesity, kidney disease and diabetes.
The company had 2005 net revenues of $55 million.

"The acquisition of Athena Diagnostics is consistent with our
strategy to expand our offering of high-value, high-margin
products and services in growing markets," said Paul M. Montrone,
chairman and chief executive officer of Fisher Scientific
International.  "Building on our extensive suite of life-science
and diagnostic products, Athena provides Fisher with a deep
portfolio of proprietary genetic and other markers as well as
tests to identify those markers."

Grant G. Behrman, managing partner of Behrman Capital, said, "We
are proud of Athena's growth and accomplishments in the three
years since we have owned the company.  As one of the most
respected names in the scientific community, Fisher Scientific is
an outstanding partner for the company, and we are confident that
under its ownership Athena will continue its impressive track
record of innovation and clinical excellence."

Athena's strong intellectual property will make Fisher a
technology leader in providing personalized, gene-based tests and
sophisticated tools and services for molecular biology.  Fisher
will be well positioned to capitalize on advances in gene-based
therapies that drive demand for genetic testing.

Fisher will fund the acquisition with cash-on-hand.  The
transaction, which is subject to customary closing conditions, is
expected to close early in the second quarter.  Fisher expects it
will have no effect on its 2006 earnings per share and will be
slightly accretive to cash earnings per share.

Simultaneous with its acquisition of Athena, Fisher has entered
into an agreement to purchase 9% of Nanogen, Inc. (Nasdaq: NGEN)
for $15 million in cash.  Nanogen is a leading provider of
advanced molecular diagnostic equipment, microarrays and reagents
for diagnostic applications. Fisher and Nanogen will collaborate
to expand the use of Athena's proprietary markers and tests.

                        About Athena

Headquartered in Worcester, Massachusetts, Athena Diagnostics -
http://www.athenadiagnostics.com/-- develops and administers  
sophisticated esoteric tests.  Athena's tests encompass the areas
of neurogenetic diagnostics that assist in the detection of
mutations in the genetic code responsible for certain disorders;
peripheral neuropathy and paraneoplastic diagnostics that detect
the presence of autoantibodies that may attack the nervous system;
Alzheimer's disease diagnostics; and neutralizing antibody
detection assays used to detect the presence of antibodies to one
of the most common therapies for relapsing-remitting multiple
sclerosis.

                        About Nanogen

Nanogen's - http://www.nanogen.com/-- advanced technologies  
provide researchers, clinicians and physicians worldwide with
improved methods and tools to predict, diagnose, and ultimately
help treat disease.  The company's products include real-time PCR
reagents, the NanoChip(R) electronic microarray platform and a
line of rapid, point-of-care diagnostic tests.

                   About Fisher Scientific

Fisher Scientific International Inc. -
http://www.fisherscientific.com/-- is a leading provider of  
products and services to the scientific community.  Fisher
facilitates discovery by supplying researchers and clinicians in
labs around the world with the tools they need.  With
approximately 19,500 employees worldwide, the company had revenues
of $5.6 billion in 2005.  

                          *   *   *

As reported in the Troubled Company Reporter on Dec. 12, 2005,
Fitch Ratings assigned a 'BBB-' issuer default rating to Fisher
Scientific International Inc.  Fitch has also assigned a 'BBB'
rating to FSH's secured credit facility, a 'BBB-' rating to FSH's
senior unsecured debt, and a 'BB+' to FSH's subordinated debt.  
The ratings apply to approximately $2.2 billion of debt.  The
Rating Outlook is Stable.

The ratings reflect the firm's:

     * strong brand,
     * solid free cash flow,
     * manageable capital needs, and
     * potential for meaningful acquisitions.


FRESH DEL MONTE: Posts $3.5MM Net Loss in 4th Qtr. Ended Dec. 31
----------------------------------------------------------------
Fresh Del Monte Produce Inc. (NYSE:FDP) reported financial and
operating results for the fourth quarter and full-year 2005.

Net sales for the 2005 fourth quarter were $757.9 million,
compared with $818.2 million in the same period last year.  The
decrease in sales for the quarter was due to significantly lower
banana pricing and increased competition in Asian markets, lower-
than-expected sales of gold pineapples during the Christmas
holiday in Europe and Thanksgiving holiday in North America along
with increased competitive pressures in the United Kingdom in the
Company's prepared food business.

Net sales for the year rose to $3.3 billion from $2.9 billion in
2004.  The improvement in net sales for the full year was due
primarily to contributions from the Company's prepared food
business, along with increased sales in fresh-cut fruit and
vegetables and higher banana selling prices in Europe.

Gross profit for the 2005 fourth quarter was $40.5 million,
compared with gross profit of $67.6 million in the fourth quarter
of 2004.

Gross profit for the year was $311.5 million, compared with gross
profit of $264.7 million in 2004.

Contributions from the Company's prepared food business and
stronger pricing in the Company's banana and melon product lines
in the first nine months drove the increase in the Company's gross
profit for the year.

Gross profit for the quarter and full year was negatively impacted
by substantially higher production and transportation costs
associated with petroleum based products.

There was a net loss of $3.5 million in the fourth quarter 2005,
compared to net income of $19.1 million in the fourth quarter of
2004.

Net income for 2005 was $106.6 million, compared to $139.2 million
in 2004.  The decrease in net income during the fourth quarter and
full year was principally due to considerably higher production
and transportation costs.

"Due to a series of external challenges such as weak banana
markets in Asia and higher costs of fuel, transportation and fruit
production, the fourth quarter of 2005 was the toughest fourth
quarter we have faced in five years," Mohammad Abu-Ghazaleh,
Chairman and Chief Executive Officer said.

"Nonetheless, this performance does not overshadow the strong,
broad-based operating improvements we made in 2005, improvements
that continue to advance our progress toward fulfilling our vision
of becoming the world's leading supplier of healthful, wholesome
and nutritious fresh and prepared food and beverages for consumers
of all ages."

"We will continue to focus on our core product lines, making
investments to support new product launches and seeking attractive
opportunities in growth markets.  We see 2006 as a year of
restoring growth with a relentless focus on cost savings."

               About Fresh Del Monte Produce Inc.

Fresh Del Monte Produce Inc. -- http://www.freshdelmonte.com/--  
is one of the world's leading vertically integrated producers,
marketers and distributors of high-quality fresh and fresh-cut
fruit and vegetables, as well as a leading producer and
distributor of prepared fruit and vegetables, juices, beverages,
snacks and desserts in Europe, the Middle East and Africa.  Fresh
Del Monte markets its products worldwide under the Del Monte(R)
brand, a symbol of product quality, freshness and reliability
since 1892.

                          *   *   *

Fresh Del Monte Produce Inc.'s $600 million Senior Secured
Revolving Credit Bank Facility due 2009 carry Standard & Poor's
Ratings Service's BB rating.


GARDEN STATE: Wants Removal Period Stretched to June 5
------------------------------------------------------
Garden State MRI Corporation and its owner, Ralph G. Dauito, IV,
ask the U.S. Bankruptcy Court for the District of New Jersey to
further extend until June 5, 2006, the period within which they
can remove civil actions from state to federal court for continued
litigation.

As previously reported in the Troubled Company Reporter, the
Debtor was involved in prepetition litigation against Dr.
Golestaneh and his related entities in the Superior Court of
New Jersey, Chancery Division for Cumberland County, Docket No.
C-13-05.

In addition, another action was pending in the Superior Court of
New Jersey, Cumberland County, Chancery Division, titled Starn v.
Dauito, et al., Docket No. L-638-04.

The Debtors tell the Court that they haven't had enough time to
determine whether to remove the state court lawsuits.  Therefore,
an extension will afford them the opportunity to make fully
informed decisions concerning removal of each action and will
assure that their rights are not forfeited.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient   
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GENERAL MOTORS: Kohlberg Offers $12.5 Billion Bid for GMAC Stake
----------------------------------------------------------------
Kohlberg Kravis Roberts & Co. has offered to purchase a majority
stake in General Motors Acceptance Corp. for $12.5 billion, the
Wall Street Journal Reports.  Wachovia Corp. Merrill Lynch,
General Electric Co., and the Bank of Nova Scotia are reportedly
backing KKR's proposal.

KKR's offer tops the reported $11 million deal touted by Cerberus
Capital Management LP and a consortium of investors.  

Heidi Moore, Lisa Gewirtz and Donna Block, at The Deal, say that
KKR is unwilling to take on all future liabilities for cars from
expiring customer leases.  They say that declining values from
these cars would add to GM's losses in case of a bankruptcy filing
-- a risk that GM does not want to carry.

Because of the non-binding nature of the bid, reports have hinted
that KKR's offer may just be a ploy to heat up negotiations for
GM's shares.  Quoting an unnamed source, The Deal reported that
the KKR bid is unlikely to pose a threat to Cerberus.

General Motors plans to sell part of GMAC to raise its credit
rating and obtain access to cheaper financing.  The GMAC sale is
also part of a larger restructuring program aimed at disposing of
the automaker's non-core assets.

                   About General Motors Corp.

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

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

As reported in the Troubled Company Reporter on Feb. 22, 2006,
Moody's Investors Service lowered the Corporate Family Rating and
senior unsecured rating of General Motors Corporation to
B2 with a Negative Outlook from B1 subject to Review for a
Downgrade.


GENERAL MOTORS: GMAC Accounting Errors Delay Form 10-K Filing   
-------------------------------------------------------------
General Motors Corp. (NYSE: GM) disclosed it will delay filing its
2005 annual report on Form 10-K with the Securities and Exchange
Commission due to an accounting issue regarding the classification
of cash flows at ResCap, the residential mortgage subsidiary of
General Motors Acceptance Corp.

The ResCap accounting issue relates to the erroneous
classification of cash flows from certain mortgage loan
transactions as cash flows from operations instead of cash flows
from investing activities.  

Although the company has not completed its review of this matter,
the issue will not impact either net income or the balance sheet
presentation but is expected to impact the presentation of cash
flows from operating and investing activities.  This issue may
impact the statements of cash flows for 2005 and prior periods at
ResCap, GMAC and GM, and the impact may be material in some or all
of the affected periods.

With the exception of the ResCap accounting issue, the Company is
otherwise prepared to file its 2005 Form 10-K and intends to do so
as soon as practicable and within the next two weeks.  At that
time, GM also intends to report restated results for the years
ended Dec. 31, 2000 to Dec. 31, 2004 on Form 10-K/A.  

When GM files its 10-K, it will provide final financial results
for 2005 that differ from the preliminary results reported in
January principally due to adjustments for three charges.  These
charges will increase GM's reported loss in 2005 to a total of
$10.6 billion, or $18.69 per share, including special items.  This
compares to the previously reported loss of $8.6 billion.

The final 2005 results will include an increase in the previously
announced North American restructuring charge; an increase to the
contingent liabilities associated with  Delphi Corp.'s Chapter 11
filing; and recognition at the GM level of the previously reported
non-cash goodwill impairment charge of $439 million (after tax) at
GMAC.

          North American Restructuring Charge Revision

GM expects to change the amount of its 2005 North American
restructuring charge to $1.7 billion (after tax) from the
previously reported charge of $1.3 billion (after tax) to reflect
an increase in the provision for employee costs at facilities
where GM plans to cease production.  

The previously reported charge included cash payments that would
be made to affected employees during the current labor agreement,
attributable to the JOBS bank provisions of that agreement.

However, after further review, GM has determined to also include
in the revised charge management's best estimate of the costs it
expects to pay during periods after the current labor contract
expires in September 2007.  

In this regard, GM is currently in discussions with the United
Auto Workers union on an accelerated attrition program for active
employees, by which GM would be able to reduce the number of
employees in the JOBS bank in a cost effective manner.   GM
currently believes that any agreement on an attrition program
would not likely change the amount of this charge.

            Delphi Charge, GMAC Impairment Revision

GM also expects to increase the charge for GM's contingent
exposure relating to Delphi's Chapter 11 filing, including benefit
guarantees between GM and certain unions, to $3.6 billion ($5.5
billion before tax) from the previous estimate of $2.3 billion
($3.6 billion before tax).  

GM's current estimate of the pre-tax range of this contingent
exposure is now between $5.5 billion and $12 billion, with amounts
near the low end of the range considered more possible than
amounts near the high end of the range, assuming an agreement is
reached among GM, Delphi and Delphi's unions.  This is consistent
with the company's previously issued guidance on the range of the
contingent exposure to GM and it reflects developments in the
discussions with Delphi and the UAW on a comprehensive agreement.  
The revised Delphi charge is based on the facts and circumstances
as they exist today.  

Any new development in the Delphi discussions prior to GM's filing
of the 2005 10-K could result in a further update to these
estimates.

In addition, GM intends to recognize non-cash goodwill impairment
charges of $439 million (after-tax) in the fourth quarter of 2005.  
These charges relate primarily to GMAC's Commercial Finance
operating segment.  Previously, GM reported but did not recognize
these goodwill charges in its 2005 consolidated financial
statements because the goodwill was deemed recoverable by GM at
the GMAC reporting unit level.   However, after further internal
review of applicable accounting standards, and in consultation
with the company's outside auditors, GM has determined that it
should recognize the previously disclosed GMAC impairment in GM's
consolidated results for 2005.

                   About General Motors Corp.

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

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

As reported in the Troubled Company Reporter on Feb. 22, 2006,
Moody's Investors Service lowered the Corporate Family Rating and
senior unsecured rating of General Motors Corporation to
B2 with a Negative Outlook from B1 subject to Review for a
Downgrade.


GOLD FACTORY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Gold Factory III, Inc.
        2629 Stemmons Freeway, Suite 225
        Dallas, Texas 75207

Bankruptcy Case No.: 06-31133

Chapter 11 Petition Date: March 17, 2006

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
SWI Import, Inc.                          $179,386
36 West 47th Street, Suite 401
New York, NY 10036

International Import Corp.                $170,011
22 West 48th Street, #403
New York, NY 10036

Italy In Gold Star, Inc.                  $115,589

Lee's Gold Import, Inc.                    $97,783

M.C.S. Jewelry Inc.                        $79,093

Comex Jewelry                              $74,939

R.E.L. International, Inc.                 $60,788

Oro Elefante Jewelry                       $56,716

Bingo Jewelry                              $49,100

Spring Wholesale Jewelry                   $40,350

BRK Creations, Inc.                        $39,081

J.T.S. Jewelers, Inc.                      $29,411

L.A. Hoops                                 $25,059

New Gold                                   $23,766

Arbel Jewelry MFG. Corp.                   $21,579

U.S. Fine Gold                             $18,297

Olef Creations                             $18,035

Danny's Int. Jewelry                       $17,609

Ask Gold Co.                               $15,391

Kizer                                      $15,376


GOLFSMITH INT'L: Note Offering Plan Prompts Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Golfsmith
International, Inc. under review for potential upgrade, including
the senior secured note rating of B2.  The review is prompted by
the company's announcement that it intends to undertake an initial
public offering and Moody's understanding that proceeds from the
primary offering would be used to pay down all debt.
According to the optional redemption provision of the note
indenture, the company has the right, but not the obligation, to
call up to the entire issue at a make-whole redemption price prior
to Oct. 15, 2006 and then at preset prices until the maturity
date.  Assuming that the rated notes are fully retired, Moody's
likely also will withdraw the corporate family rating.

Ratings placed under review for possible upgrade are:

   * $93.75 million senior secured notes (2009) of B2; and

   * Corporate family rating of B2.

Moody's review will focus on the materiality of debt reduction and
credit metric improvements as a result of the equity offering.  
Moody's also will consider the company's position within the
highly competitive golf equipment retailing segment, the ongoing
success of the company's direct marketing and retail store
segments, and trends in overall demand for golf equipment. If the
proposed transaction does not take place or equity proceeds are
used for substantially different purposes than currently
contemplated, the ratings and outlook could be confirmed at
current levels.  For the twelve months ending
Dec. 31, 2005, debt protection measures were reasonably typical
for the current B2 rating category with leverage of 6 times
EBITDA, EBIT to interest expense coverage of 1 time, and retained
cash flow to debt of around 10%.

Golfsmith International, Inc., with headquarters in Austin, Texas,
retails golf-related products through direct marketing activities
and 52 retail locations.  Revenue for the twelve months ending
December 2005 was $324 million.


HARDWOOD P-G: U.S. Trustee Picks Four-Member Creditors' Committee
-----------------------------------------------------------------
Richard W. Simmons, the U.S. Trustee for Region 7, appointed four
creditors to serve on an Official Committee of Unsecured Creditors
in Hardwood P-G, Inc., and its debtor-affiliates' chapter 11
cases:

          1. Besse Forest Products
             Attn: James Moberg
             933 North 8th Street
             P.O. Box 352
             Gladstone, Michigan 49837
             Phone: (906) 428-3113
             Fax: (906) 428-4946 Fax

          2. Facemyer Lumber Company, Inc.
             Attn: Denny Facemyer
             P.O. Box 227
             Middleport, Ohio 45760
             Phone: (740) 992-5965
             Fax: (740) 992-2989

          3. Gutchess Lumber Co., Inc.
             150 McLean Road
             Attn: Edmund J. Hoffmann, Jr.
             P.O. Box 5478
             Cortland, New York 13045
             Phone: (607) 756-5685
             Fax: (607) 756-5993

          4. Weyerhaeuser Company/Northwest Hardwoods
             Attn: Andrea Turosik  
             P. O. Box 9777
             Federal Way, WA 98063-9777
             Phone: (253) 924-7455
             Fax: (253) 924-2402

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 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: Committee Taps Haynes and Boone as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Hardwood P-G,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Western District of Texas in San Antonio for permission to
retain Haynes and Boone, LLP, as its counsel, nunc pro tunc to
Jan. 25, 2006.

The Committee selected Haynes and Boone as its counsel because of
the firm's extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations under
chapter 11 of the Bankruptcy Code.

Haynes and Boone will:

     a) advise the Committee of its powers and duties in the
        bankruptcy cases;

     b) assist the Committee in fulfilling its duties in the cases
        including analyzing and preparing all applications,
        motions, objections, responses, orders requested by the
        Committee, and participate in any related adversary           
        proceedings;

     c) appear and represent the Committee at all hearings;

     d) assist the Committee and its other professionals in
        matters relating to the administration of the Debtors'
        chapter 11 cases and the formulation and confirmation of a
        plan of reorganization; and

     e) perform other necessary and appropriate legal services for
        the Committee.

The primary attorneys and paralegals within Haynes and Boone who
are expected to represent the Committee and their standard hourly
rates are:

         Professional             Designation          Hourly Rate
         ------------             -----------          -----------
         Patrick Hughes, Esq.       Partner               $510
         Eric Terry, Esq.           Partner               $425
         Abigail Ottmers, Esq.      Associate             $275  
         Jennifer Villarreal        Paralegal             $135

Mr. Terry assures the Bankruptcy Court that Haynes and Boone does
not represent any interest adverse to the Debtors' estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Haynes and Boone, LLP -- http://www.hayboo.com/-- is an  
international law firm with 10 offices throughout Texas,
Washington, D.C., Mexico City, Moscow and New York, providing a
full spectrum of legal services to clients around the world.  With
more than 430 attorneys, Haynes and Boone is ranked among the
largest law firms in the nation by National Law Journal. The firm
can be reached at:

         Patrick Hughes, Esq.
         Haynes and Boone, LLP
         153 East 53rd Street, Suite 4900
         New York, New York 10022
         Phone: 212.659.4999
         Fax: 212.659.0800

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.


HASCO TRUST: Moody's Rates Cert. Classes M-10 & M-11 at Low-B
-------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior notes
issued by HSI Asset Securitization Corporation Trust 2006-NC1, and
ratings ranging from Aa1 to Ba2 to the subordinate notes in the
deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate, subprime mortgage loans acquired by
HSBC Bank USA N.A.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, an interest-rate swap
agreement and an interest-rate cap agreement provided by Bear
Stearns Financial Products Inc.  Moody's expects collateral losses
to range from 3.85% to 4.35%.

JP Morgan Chase Bank, N.A. will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer.

The complete rating actions are:

        HSI Asset Securitization Corporation Trust 2006-NC1
        Mortgage Pass-Through Certificates, Series 2006-NC1
                    
                    * Class I-A, Assigned Aaa
                    * Class II-A, 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 M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class M-10, Assigned Ba1
                    * Class M-11, Assigned Ba2


HOUSTON EXPLORATION: Earns $154.6 Mil. in 4th Quarter of 2005
-------------------------------------------------------------
The Houston Exploration Company (NYSE: THX) disclosed its
financial results for fourth quarter and fiscal year ended
Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 1, 2006.

The company reported full-year 2005 net income of $105.2 million
compared to $162.8 million of net income in 2004.  Cash from
operations before changes in operating assets and liabilities (a
non-GAAP measure) totaled $469.6 million in 2005 compared with
2004's $500.5 million.

Revenues for the year totaled $621.5 million, compared to $650.4
million in 2004.

During the fourth quarter 2005 the company reported net income of
$19.8 million compared to $34.8 million for the same period in
2004.  Cash from operations before changes in operating assets and
liabilities (a non-GAAP measure) totaled $71.9 million for the
fourth quarter 2005 versus $121.4 million during the similar 2004
period.

Revenues for the fourth quarter totaled $154.6 million compared to
$163.0 million in 2004, as production declines more than offset
improvements in average realized prices.

Headquartered in Houston, Texas, The Houston Exploration Co. --
http://www.houstonexploration.com/-- is an independent natural  
gas and crude oil producer engaged in the development,
exploitation, exploration and acquisition of natural gas and crude
oil properties. The company's operations are focused in South
Texas, the Gulf of Mexico, the Arkoma Basin, East Texas, and in
the Rocky Mountains.

                        *    *    *

The Houston Exploration Company's $175 million of 7% Senior
Subordinated Notes due 2013 carries Moody's Investor Service's
B2 rating and Standard & Poor's Rating Services at B rating.


HRP MYRTLE: Moody's Junks Proposed $100 Mil. Secured Notes Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$155 million senior secured notes and a Caa2 rating to the
proposed $100 million junior secured notes of HRP Myrtle Beach
Operations, LLC, as well as a Caa1 corporate family rating to HRP.  
Proceeds of the offering, along with a $50 million, unrated
issuance of PIK notes at HRP Myrtle Beach Holdings, LLC and an
equity contribution will fund the development of Hard Rock Park, a
rock and roll themed park in Myrtle Beach, South Carolina.  The
expected opening of the park is April 2008.  The outlook is
stable.

The ratings consider the high financial risk of the start-up
project, with no cash flow expected from operations for two years,
as well as the modest equity component relative to other rated
entertainment development phase projects.  The transaction
structure, including an interest reserve account covering the
first five cash coupon payments, somewhat mitigates the
intermediate term development risk.  Furthermore, Moody's believes
that the Hard Rock Park business plan offers the potential for
cash flow to service the debt, supported by the attractive demand
characteristics of Myrtle Beach as a destination market and the
value of the Hard Rock brand.

This is a first time rating, and a summary follows:

                HRP Myrtle Beach Operations, LLC

            * Assigned Caa1 Corporate Family Rating
            * Assigned B3 Senior Secured Bonds
            * Assigned Caa2 Junior Secured Bonds
            * Stable Outlook

The ratings reflect the high debt burden and the risks inherent in
an entertainment development phase project.  Annual cash interest
expense of approximately $32 million represents almost 9% of total
estimated project costs, and lenders must wait over two years for
the theme park to open and potentially generate cash flow to
service the debt.

Moody's also views the $62 million equity contribution, which
represents approximately 17% of the projected initial capital
costs, as weak relative to other rated start-up projects.  Moody's
would view an all cash equity contribution more favorably, noting
that the contributors of the land, valued at $25 million of the
$62 million, are slated to receive an ownership stake of 15%.  
Finally, notwithstanding Moody's belief that the Hard Rock Park
concept will ultimately generate sufficient cash flow to service
projected debt levels, that cash flow will remain vulnerable to
inclement weather and seasonality, with negative EBITDA likely to
be sustained in the off-season.

HRP's compelling business strategy supports the ratings.  In
Moody's view, Myrtle Beach's position as the fourth ranked
destination for overnight leisure visitors in the United States
and the top destination for golfers, combined with few other
entertainment options aside from visiting the beach, provides a
solid base of attendees for the Hard Rock Park.  Additionally, due
to the favorable climate, Hard Rock Park can likely remain open
270 days a year, which somewhat lessens the seasonality compared
to regional theme parks such as Six Flags, that are typically open
only about 165 days a year.  Finally, HRP has a 25 year license
agreement to use the valuable Hard Rock brand, an additional
positive.

The stable outlook incorporates adequate liquidity through the
construction period with expectations for an April 2008 opening;
any delay in this timeframe would pressure the ratings down.
Moody's expects HRP's ratio of total debt to EBITDA to be in the
mid 5 times range in 2009.  A successful track record of
operations for more than one season, resulting in positive free
cash flow after capital expenditures and any dividends, as well as
a decline in leverage to below 5 times, could warrant upward
ratings momentum.

The interest reserve account covering the first five cash coupon
payments, including one payment after the projected opening date,
somewhat mitigates the over two year lag between debt issuance and
the park opening.  Furthermore, the operating plan and contracts
build in contingency reserves of approximately 5% of the total
project cost.  Although this contingency reserve is low, Moody's
views Hard Rock's construction risk as somewhat lower than that
for most casinos due to its pre-developed site and multiple
discrete buildings and projects, which presents lower risk of
delay than a casino's dependence on one major building.  Moody's
does not anticipate additional debt prior to the park opening,
because after exhausting the contingency reserve, HRP must fund
any cost overruns with additional equity. HRP secured hard costs
through an approximately $95 million guaranteed maximum price
contract with Hensel Phelps Construction Co. and the theme-related
costs through an approximately $12 million guaranteed maximum
price contract with The Nassal Company.  As currently
contemplated, the approximately $300 million project will
culminate in an approximately 140 acre rock and roll themed park
with over 40 themed rides, shows, venues and attractions, and a
variety of food and beverage offerings.

Moody's rates the $155 million senior secured notes B3, one notch
higher than the corporate family rating, due to the substantial
junior debt cushion provided by both the Caa2 rated $100 million
of junior secured notes and the $50 million of PIK notes to be
issued at the holding company level.  Senior secured bondholders
benefit from full security in all assets, including land; their
claim on assets is junior only to the $15 million revolving credit
facility.  The Caa2 rating on the junior secured notes reflects
the subordination of these bonds to both the revolving credit
facility and the senior secured notes, and the only modest cushion
provided by the PIK notes and contributed equity.  All operating
subsidiaries will guarantee both the senior and junior secured
notes.

HRP Myrtle Beach Operations, LLC, a Delaware limited liability
company, is designing, developing, constructing, financing and
equipping and will own and operate Hard Rock Park, an
approximately 140-acre rock and roll themed park in Myrtle Beach,
South Carolina under a license agreement with Hard Rock
International.  Hard Rock International, Inc., owned by The Rank
Group Plc, operates 122 Hard Rock Cafes and 13 Hard Rock Hotels
and Casinos in more than 42 countries.


INDYMAC ARM: S&P Downgrades One Certificate Class' Rating to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-2 and B-3 from series 2001-H1 and class B-3 from series 2001-H2,
all issued by IndyMac ARM Trust.  Concurrently, the ratings on
class B-2 from series 2001-H1 and class B-3 from series 2001-H2
are placed on CreditWatch with negative implications.  Lastly,
ratings are affirmed on all other listed classes from IndyMac ARM
Trust 2001-H1 and 2001-H2.
     
The lowered ratings on classes B-2 and B-3 from series 2001-H1
reflect Standard & Poor's determination that the previous ratings
are no longer consistent with the credit support available, due to
collateral pool performance.  To date, class B-3 has experienced
cumulative principal write-downs of nearly $28,000.  As of the
February 2006 remittance date, seriously delinquent loans (90-plus
days, foreclosure, and REO) totaled $702,966, while the remaining
credit support for class B-2 equaled $475,881.  To date, series
2001-H1 has realized approximately $2.483 million in losses.
     
The lowered rating on class B-3 from series 2001-H2 and its
placement on CreditWatch reflects insufficient credit enhancement
to support the current ratings.  To further illustrate, there
are approximately $1.184 million in loans that are severely
delinquent, while the credit support for class B-3 is $399,119.  
To date, cumulative realized losses total $1,123 million.
     
For both transitions, provided pool performance improves and
credit support is not further compromised, the ratings will be
affirmed and removed from CreditWatch negative.  Conversely,
should credit support be further reduced, additional negative
ratings can be expected.
     
The affirmed ratings reflect actual credit support percentages
that adequately support the current ratings despite relatively
high delinquencies.
     
The collateral consists of adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties and
individual condominium units.
    
Rating lowered:
   
IndyMac ARM Trust
Mortgage pass-through certificates

                             Rating

              Series         Class    To       From
              ------         -----    --       ----
              2001-H1        B-3      D        BB
    
Ratings lowered and placed on creditwatch negative:
    
IndyMac ARM Trust
Mortgage pass-through certificates

                             Rating

          Series         Class    To               From
          ------         -----    --               ----
          2001-H1        B-2      BBB-/Watch Neg   A
          2001-H2        B-3      BB/Watch Neg     BBB
    
Ratings affirmed:
   
IndyMac ARM Trust
Mortgage pass-through certificates

     Series         Class                            Rating
     ------         -----                            ------
     2001-H1        I-A, X-1, X-2, II-A, III-A-2     AAA
     2001-H1        B-1                              AA
     2001-H2        A-1, X, A-2, A-3                 AAA
     2001-H2        B-1                              AA
     2001-H2        B-2                              A


INEX PHARMA: May 18 Hearing in B.C. Appeals Court on Conv. Voting
-----------------------------------------------------------------
On May 18, 2006, the British Columbia Court of Appeal will hear
Inex Pharmaceuiticals Corporation's (TSX:IEX) appeal of the
Supreme Court of British Columbia's ruling that provided the
holders of INEX's outstanding convertible promissory notes the
right to vote on INEX's Plan of Arrangement to spinout its
Targeted Immunotherapy assets into a new company, Tekmira
Pharmaceuticals Corporation.

At the same time, the Court of Appeal will also hear an appeal
from Stark Trading and Shepherd Investments Ltd.  Stark is
appealing the Supreme Court of British Columbia's decision to
dismiss a bankruptcy petition and the ruling that the spinout of
Tekmira can take place given the terms of the convertible debt.
  
INEX believes that the decisions of the Supreme Court dismissing
the bankruptcy petition and ruling that the spinout can take place
given the terms of the convertible debt were correct rulings and
INEX will continue to defend its position with respect to these
decisions.

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

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

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


INTEGRATED DISABILITY: Meeting of Creditors Scheduled for March 21
------------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Integrated
DisAbility Resources, Inc.'s creditors at 2:00 p.m., on Mar. 21,
2006, at the Office of the U.S. Trustee, Room 976, 1100 Commerce
Street in Dallas, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in the Debtor's chapter 7
liquidation proceedings.

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
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.


INTEGRATED DISABILITY: Can Access Cash Collateral on Interim Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Integrated DisAbility Resources, Inc., interim access to
cash collateral through March 31, 2006, securing repayment of
approximately $3.4 million of their prepetition debts.

Reliance Standard Life Insurance Company owns and holds a
Promissory Note dated Dec. 31, 2001, in the original amount of
$3.6 million and under a General Security Agreement dated
Dec. 31, 2001.

The Debtor tells the Court that it does not have sufficient
available sources of working capital and financing to carry on the
operation of its business without access of its cash collateral.

To provide adequate protection for the use of its collateral, the
Debtor grants Reliance Standard valid and perfected, first
priority security interests in, and liens upon all present and
after-acquired property and assets of the Debtor, including,
without limitation, all Prepetition Collateral, all cash contained
in any account maintained by the Debtor and the proceeds of all
causes of action, whether pursuant to federal law or applicable
state law of the Debtor or its estate.

In addition, the Prepetition Lender's replacement liens on
Postpetition Collateral will be senior in priority to all other
security interests and liens in the Postpetition Collateral.

The Debtors will use the cash collateral in accordance with a
weekly budget.  A copy of this budget is available for free at
http://researcharchives.com/t/s?6a7

The Court will convene a final hearing to consider approval of the
Debtors' request to use cash collateral at 11:00 a.m. on March 29,
2006.

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.


INTERPOOL INC: Fitch Places Low-B Ratings on Positive Watch
-----------------------------------------------------------
Fitch Ratings placed the debt ratings of Interpool Inc. (IPX)
on Rating Watch Positive.  IPX's credit ratings remain as:

  Interpool Inc.:

     -- Issuer Default Rating (IDR) 'BB'
     -- Senior unsecured debt 'BB'
     -- Senior secured credit facility 'BB+'

  Interpool Capital Trust:

     -- Preferred stock 'B+'

  Interpool Limited:

     -- IDR 'BB'
     -- Senior secured credit facility 'BB+'

  Interpool Container Funding, SRL:

     -- IDR 'BB'
     -- Senior secured credit facility 'BB+'

The Rating Watch Positive reflects IPX's announcement on
March 15, 2006 that its wholly owned subsidiary, Interpool
Containers Limited (ICL), has entered into an agreement to sell a
substantial majority of its operating lease portfolio of standard
dry marine cargo containers to a newly formed subsidiary of an
investor group based in Switzerland.  IPX's container sale
involves a total of approximately 273,000 standard dry marine
cargo containers owned by ICL, as well as an assignment of all of
ICL's rights under existing leases for this equipment.  The
purchase price is approximately $515 million, which is expected to
result in an after-tax gain of approximately $58 million-$62
million during the first quarter of 2006.

Following the sale, Interpool and its 50%-owned subsidiary,
Container Applications International, Inc., will perform
management services on behalf of the purchaser for the containers
being sold, and ICL will continue its active business of leasing
cargo containers to shipping lines.  Fitch believes the sale of
the operating lease container portfolio and repayment of $440
million in related debt is consistent with management's stated
strategy of strengthening IPX's credit metrics.  In considering a
possible upgrade of IPX, Fitch will focus on the company's:

   * targeted leverage metrics;
   * continued strengthening of operating performance;
   * ability to further unencumber the balance sheet; and
   * compliance with Section 404 of the Sarbanes-Oxley Act.

The container sale is expected to close on March 31, 2006.  ICL
intends to use the proceeds of the sale to repay approximately
$440 million of indebtedness and for general corporate purposes,
including the acquisition of additional containers for finance and
operating leases.

Headquartered in Princeton, New Jersey, with roots dating to 1968,
Interpool Inc.:

   * is the holding company for:

     -- Interpool Limited;
     -- Interpool Container Funding, SRL; and
     -- Trac Lease, Inc.; and

   * owns 50% of Container Applications International, Inc.

Interpool is publicly traded and listed on the New York Stock
Exchange (symbol: IPX).


INTERPOOL INC: S&P Puts BB Corporate Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on Interpool Inc. on CreditWatch
with developing implications.  The CreditWatch placement follows
the company's announcement that its wholly owned subsidiary,
Interpool Containers Ltd., has entered into an agreement to sell a
substantial majority of its operating lease portfolio of standard
dry marine cargo containers to a Swiss investor group for
approximately $515 million.  Interpool will manage the fleet on
behalf of the new owners.
     
The sale is expected to close on March 31, 2006, and result in an
after-tax gain for Interpool of approximately $58 million-$62
million in its March quarter results.  Interpool intends to use
proceeds from the sale for debt reduction and the acquisition of
new marine cargo containers.
      
"Standard & Poor's will evaluate the company's business and
financial profiles after the sale, based on the use of proceeds
from the sale and the effect on its competitive position, to
resolve the CreditWatch," said Standard & Poor's credit analyst
Betsy Snyder.
     
Interpool is the largest lessor of chassis in North America, with
a fleet of 221,000 chassis.  Chassis are wheeled frames attached
to cargo containers that, when combined, are equivalent to a
trailer that can be trucked to its destination.  Interpool's only
major competitor in this business is privately held Flexi-Van
Leasing Inc . The chassis leasing business has tended to generate
strong and stable cash flow, even in periods of economic weakness.
     
Interpool's other major business is marine cargo container
leasing, in which it is one of the larger participants, with a
fleet of over 836,000 TEU's (20-foot equivalent units), prior to
the announced sale of approximately 273,000 TEU's.  It also owns
50% of Container Applications International Inc., whose fleet is
comprised of close to 400,000 TEU's (excluding those it
manages for Interpool).  Marine cargo container leasing is a more
cyclical business, dependent on global economic merchandise
trends.  However, Interpool's earnings and cash flow from marine
cargo container leasing are somewhat more stable than those of
most industry participants, because most of its fleet is leased
under multiyear term leases, rather than short-term "master
leases."  As a result, its revenues have been less affected by
periods of weak demand than its major competitors.
     
Interpool had faced problems since March 2003 relating to
accounting restatements and delayed filings of financial
statements, but is now current.  The delay was due to several
restatements in the way the company accounted for finance lease
transactions.  Interpool's financial profile has been adequate
for a transportation equipment leasing company, given its high
percentage of long-term leases, which have resulted in relatively
stable cash flow.  Standard & Poor's will evaluate the company's
credit ratios after its sale of a substantial portion of its
marine cargo container assets and the associated debt reduction.


INTERNATIONAL MANAGEMENT: Case Summary & Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: International Management Associates, LLC
        1100 Spring Street Northwest, Suite 450
        Atlanta, Georgia 30309-2847

Bankruptcy Case No.: 06-62966

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      International Management Associates      06-62967
      Advisory Group LLC

      International Management Associates      06-62968
      Platinum Group LLC

      International Management Associates      06-62969
      Emerald Fund LLC

      International Management Associates      06-62970
      Taurus Fund LLC

      International Management Associates      06-62971
      Growth & Trust Income Fund LLC

      International Management Associates      06-62972
      Sunset Fund LLC

      IMA Real Estate Fund, LLC                06-62974

      Platinum II Fund, LP                     06-62975

      Emerald II Fund, LP                      06-62976

Type of Business: The Debtors managed hedge funds for investors.
                  See http://www.imafinance.com/

Chapter 11 Petition Date: March 16, 2006

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: David A. Geiger, Esq.
                  Dennis S. Meir, Esq.
                  Kilpatrick Stockton LLP
                  Suite 2800
                  1100 Peachtree Street
                  Atlanta, Georgia 30309-4530
                  Tel: (404) 815-6158
                  Fax: (404) 541-3154

Estimated Assets: Unknown

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

A. Investors

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Roger O'Neal Family Trust        Investment in       $7,504,508
7059 Vista Del Mar Lane          Taurus Fund
Playa Del Rey, CA 90293

Charles & Eleanor Busskohl       Investment in       $5,646,731
Qualified Annuity Trust          Taurus Fund
199-930 Tahoe Boulevard #802
Incline Village, NV 89451

Roger O'Neal Family Trust        Investment in       $5,161,707
7059 Vista Del Mar Lane          Platinum Fund
Playa Del Rey, CA 90293

Scott Baker Family Trust         Investment in       $5,094,425
72 Elm Street                    Platinum Fund
Canton, MA 02021

Jaswinder S. Grover              Investment in       $4,829,865
600 South Rancho, Suite 101      Taurus Fund
Las Vegas, NV 89106

Blaine F. Bishop                 Investment in       $4,081,795
8775 Colonial Place              Platinum Fund
Duluth, GA 30097

Charles & Eleanor Busskohl       Investment in       $3,267,789
Qualified Annuity Trust          Platinum Fund
199-930 Tahoe Boulevard #802
Incline Village, NV 89451

Atwater Family                   Investment in       $3,256,152
Partnership, Ltd.                Platinum Fund
2510 Sugarloaf Club Drive
Duluth, GA 30097

B. Terry Seymour, M.D.           Investment in       $3,106,573
3280 Howell Mill Road N.W.       Taurus Fund
Atlanta, GA 30327

Carlos Emmons                    Investment in       $2,456,392
435 Verdi Lane                   Emerald Fund
Atlanta, GA 30350

Lincoln Trust Company-TTE        Investment in       $2,399,092
FBO William Johnson IRA          Platinum Fund
P.O. Box 1285
Aspen, CO 81612

William E. Johnson               Investment in       $2,353,918
P.O. Box 1285                    Platinum Fund
Aspen, CO 81612

Avalon Trading                   Investment in       $2,189,741
917 Trophy Hills Drive           Taurus Fund
Las Vegas, NV 89134

Terrell Davis                    Investment in       $2,137,002
39252 Winchester Road            Platinum II Fund
Suite 107-290
Murrietta, CA 92563

David Laird Family Trust         Investment in       $2,053,432
23 Ledgewood Road                Platinum Fund
Weston, MA 02493

James Shelton III                Investment in       $1,831,942
469 Florida Avenue               Taurus Fund
Washington, DC 20001

Willie Clay                      Investment in       $1,784,295
4586 Lions Head Circle           Taurus Fund
Lithonia, GA 30038

DeCarlo Gloria A. Eskridge       Investment in       $1,605,225
203 St. Martins Lane, Southeast  Emerald Fund
Mableton, GA 30126

Steven Becker, M.D.              Investment in       $1,467,472
#235 700 Shadow Lane             Platinum Fund
Las Vegas, NV 89106

Dr. Martin Jeffries              Investment in       $1,416,478
2575 Jolly Road
College Park, GA 30307


B. General Unsecured Creditors

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Global Investment Systems Ltd.   Trade                  $34,350

Arden Realty Ltd. Partnership    Landlord               $30,102

680 Fifth Avenue Associates      Landlord               $24,882

Shulman, Rogers, Gandal,         Legal Services         $24,757
Pordy & Ecker, P.A.

T. Mobile                        Phone Services         $14,551

Brown Raysman Millstein          Legal Services         $12,380
Felder & Steiner LLP

Thomas Birk                      Salary                  $8,860

1899 Powers Ferry LLC            Landlord                $8,710

Crescent Real Estate Equities    Landlord                $7,904

Fidelity Investments                                     $7,500


ISCHUS FUNDING: Moody's Rates $3 Million Class C Notes at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned these ratings issued by Ischus
High Grade Funding I Ltd.:

      * Aaa to the $1,041,5000 Class A1S Senior Floating Rate
        Notes Due 2046;

      * Aaa to the $85,000,000 Class A1J Senior Floating
        Rate Notes Due 2046;

      * Aa2 to the $17,000,000 Class A2 Senior Floating Rate
        Notes Due 2046;

      * A2 to the $30,500,000 Class A3 Deferrable Floating Rate
        Notes Due 2046;

      * Baa2 to the $12,500,000 Class B Deferrable Floating Rate
        Notes Due 2046; and

      * Ba1 to the $3,000,000 Class C Deferrable Floating Rate
        Notes Due 2046.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

In addition Moody's assigned Aaa rating to the to Class X
Combination Securities.  This rating addresses only the ultimate
receipt of the Class X Combination Security Rated Balance on or
before the Combination Securities Stated Maturity.

Ischus Capital Management, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


JAHN ROEDEMEIER: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jahn Eldredge Roedemeier
        3407 West 138th Street
        Overland Park, Kansas 66224

Bankruptcy Case No.: 06-20292

Chapter 11 Petition Date: March 16, 2006

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Thomas M. Mullinix, III, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, Kansas 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Matsco Companies, Inc.       Guaranty              $324,126
Dept. 33522                      Obligation
San Francisco, CA 94139

Bankers Health Group, Inc.       Judgment              $175,162
1840 Main Street
Weston, FL 33326

MBNA America                     Credit Card            $83,091
P.O. Box 15027
Wilmington, DE 19850-5027

Wells Fargo Payment Remittance   Line of credit         $76,944

IER Realty Corporation           Lease                  $46,000

Gold Bank                        Loan                   $44,000

IRS Special Procedures           Taxes                  $40,590

Monogram Bank North America      Credit Card            $29,874

Patterson Dental Supply Inc.     Business Debt          $22,812

CitiCards                        Credit Card            $19,134

U.S. Bank                        Credit Card            $15,420

Advanta Bank Corp.               Credit Card            $12,417

Platinum Plus for Business       Credit Card            $10,710

Johnson County Treasurer         Real Property Taxes     $9,996

Discover Platinum Card           Credit Card             $9,924

Capital One FSB                  Credit Card             $8,924


LBI MEDIA: Moody's Places $260 Mil. Secured Loan Rating at B1
-------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to LBI Media, Inc.'s
$260 million in new senior secured credit facilities.
Additionally, Moody's affirmed the existing ratings, including the
B1 corporate family rating and B3 rating for the 10.125% sr.
subordinated notes due 2012.  The outlook is stable.  The proceeds
from the transaction will be used to refinance the company's
existing unrated $220 million revolving credit facility.

The ratings benefit from LBI's clustering of radio and television
stations in the largest Hispanic markets plus its internally-
produced programming that translates into industry leading
margins, as well as, Moody's expectation that Spanish-language
media is expected to continue to achieve above average growth over
the near to intermediate-term in comparison to other traditional
broadcasters.  The ratings remain constrained by the company's
high leverage, overall size and concentration of revenues and cash
flows to its four markets, and our expectations that LBI will
remain acquisitive as it seeks to expand its current station
portfolio in new and existing markets.

The stable outlook reflects our expectation that the company will
continue to experience strong organic cash flow growth, benefiting
from the positive trends in Spanish-media, offset by the potential
for additional investment in its in-house programming that may
place pressure on its strong operating margins.  For the ratings
to move higher, Moody's would need to see leverage fall below 6
times on a sustainable basis.  To the extent that LBI completes
its anticipated IPO and applies the proceeds to reduce leverage,
the ratings would experience positive momentum.  The ratings could
face negative pressure if LBI were to make a large 100% debt-
financed acquisition or if operating results were to falter
resulting in leverage rising above 7.5 times for an extended
period.

Moody's assigned these ratings:

   a) $150 million sr. secured revolving credit facility
      due 2012 -- B1

   b) $110 million sr. secured term loan B due 2012 -- B1

Moody's affirmed these ratings:

   a) $150 million Senior Subordinated Debt due 2012 -- B3

   b) Corporate Family Rating -- B1

The outlook is stable.

The B1 rating on the $260 million of senior secured credit
facilities reflect their senior-most position in the company's
capital structure and the benefit of the security package.  The B3
rating on the senior subordinated notes reflects their effective
and contractual subordination to the outstandings under the
company's secured bank credit facilities.  Both classes of
securities will benefit from upstream guarantees from operating
subsidiaries.

LBI Media, Inc., is a Spanish-language broadcasting company with
16 radio stations and 4 television stations in Los Angeles,
Houston, Dallas-Fort Worth, and San Diego.   


LEAR CORP: Fitch Downgrades Issuer Default Rating to B from BB+
---------------------------------------------------------------
Fitch downgraded the Issuer Default Rating (IDR) of Lear
Corporation to 'B' from 'BB+', and the company's senior unsecured
debt and secured bank agreement to 'B+' from 'BB+.  Approximately
53% of Lear's 2005 revenues were to Ford and GM (44% of total
revenues to these OEM's North American operations), which face
capacity reductions and declining production over the next several
years.  A Recovery Rating of 'RR3' has been assigned, indicating
that in the event of further deterioration in financial and
operating results to the point where the company sought Chapter 11
protection, recovery values on secured bank facilities and senior
unsecured debt are projected to be between 50%-70%.  The Rating
Outlook remains Negative.

In addition, supply disruptions resulting from labor actions or
financial stresses throughout the supply chain could result in
uneven production at Lear and further affect working capital
management.  Lear is also in the midst of a restructuring program
to source a greater portion of its manufacturing operations in
low-cost countries, potentially complicating the supply chain.

The downgrade is based on the company's weakened balance sheet and
operating profile, as the company faces numerous operating and
financial challenges over the near term.  Lear has substantial
availability of approximately $1.6 billion under its revolving
credit agreement, but faces more than $700 million in 2007
maturities.  In addition, sold receivables in the amount of $406
million and small amounts outstanding under uncommitted lines
could require refinancing through the revolving credit if the
existing facilities do not remain fully available.

Working capital liabilities have expanded substantially over the
past several years, and more restrictive credit terms could
quickly absorb capacity currently available under the revolver.
Fitch believes that as covenants under the revolving credit
facility tighten through 2006, a lack of sustained improvement and
higher debt levels could result in a covenant default and lead the
bank group to tighten availability and terms.  Indenture covenants
in Lear's senior unsecured debt would limit Lear to approximately
$400 million in secured financing (as of Dec. 31, 2005) before the
covenants would result in cross-collateralization of Lear's
outstanding long-term debt issues.  Given Fitch's recovery
analysis, it is uncertain that Lear would be able to raise
additional external financing under a stress scenario.

The Recovery Rating of 'RR3' reflects above-average recovery
prospects in the event of a bankruptcy. (Note that Fitch provides
recovery values for rated securities of all corporate issuers that
have IDRs of 'B+' or below.  This exercise is not meant to be a
predictive model of the course of events, but an analysis of a
company's operating profile, assets and liabilities in the event
that a restructuring becomes necessary.)  Covenant restrictions in
Lear's bond indentures would result in the existing secured bank
agreement and senior unsecured creditors falling into the same
class of creditors.  Recovery values for unsecured bondholders
benefit from these restrictions, which limit the amount of secured
debt that can be placed above them.  A reduction in trade credit
to Lear from its suppliers could accelerate any bankruptcy, and
could result in a high level of trade creditor claims being added
to general unsecured creditor claims.

Fitch's scenario assumes that existing secured bank and unsecured
long-term debt issues would be placed in a superior secured
position by that point, thereby putting these claims ahead of
trade creditors.  Fitch does not assign any recovery value to the
stock of restricted subsidiaries (which are pledged to the bank
group) in a stress scenario.  Fitch recognizes that in the event
of a default of the bank agreement prior to any bankruptcy, bank
creditors could also secure assets (in an amount estimated at $400
million) that could result in modestly improved recoveries versus
other secured and unsecured creditors.

Working accounts (inventories plus receivables, less accounts
payable and accrued liabilities) grew from a negative $774 million
in 2004 to a negative $988 million in 2005, due to growth in
accounts payable (largely due to a change in payment terms from
General Motors) and higher levels of off-balance-sheet receivables
financing.  The decline in Lear's operating and credit profile,
stresses throughout the supply chain, changes to trade credit
terms or higher levels of financial support to second- and third-
tier suppliers could reduce Lear's unused revolver capacity.
Intra-period financing requirements related to working capital can
be significant, also reducing the buffer represented by undrawn
revolving credit capacity at period-end.

Lear projects modestly positive cash flow in 2006, although cost
pressures, restructuring expenditures, and working capital issues
could make this difficult to achieve.  Lear's backlog should
ensure top-line growth over the next several years and enhance
diversification, although returns on this new business are
uncertain given the heavy investments that have been required.  
The transition to new platforms in 2005 and 2006 is expected to
result in a decline in capital expenditures and a recapture of
tooling investments over the near term.  Lear's exposure to Ford
and GM production volumes, pricing pressures, and cost issues will
continue to limit the company's ability to improve on weakened
margins over the near term.  The ability to restore margins will
depend to a large degree on the success of the company's
restructuring program and relief from high commodity costs.  The
company also faces increasing interest costs, growing rental
expense, and modestly higher required pension contributions.

Although Lear forecasts modest free cash flow in 2006, it is
uncertain whether Lear will have the capacity to make improvements
in a balance sheet that materially weakened in 2005.  Substantial
maturities over the next several years include:

   * $722 million in 2007;
   * $300 million in 2008; and
   * $800 million in 2008,

when access to capital is likely to be constrained.

Adjusted net debt rose to $3.56 billion at year-end 2005 from
$2.95 billion in 2004, largely as a result of more than $400
million in receivables financing.  A reduction in the dividend
could provide additional flexibility to service debt obligations.

The company's interiors business has been unprofitable due to
persistent increases in raw material costs and pricing pressures.
Lear has announced its intention to put this business into a
joint-venture, but the status of this remains uncertain.  The high
capital intensity and low returns of this business will continue
to burden consolidated results and will be difficult to stabilize
in the short term.  Fitch is also concerned with personnel losses
experienced by Lear, including Lear's former Chief Financial
Officer.


LOCAL TELECOM: September 30 Equity Deficit Widens to $2.5 Million
-----------------------------------------------------------------
Killman, Murrell & Company, P.C., expressed substantial doubt
about Local Telecom Systems, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Sept. 30, 2005.  The auditing firm pointed to the
Company's recurring losses from operations and its limited capital
resources.

Local Telecom says that it has not generated revenues sufficient
to cover its present operating costs.  The Company is actively
seeking additional financing and has engaged an investment banker
to assist in a private placement of $1,600,000 of convertible
notes and a subsequent equity placement of $10,000,000.  

As of Feb. 16, 2006, $150,000 of additional capital has been
raised for which fees and commissions of $18,000 were paid.  "The
Company's ability to continue as a going concern for the rest of
the year is dependent upon raising enough revenues or obtaining
additional financing in order to cover operating costs,"
management says in its latest annual report.

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

                       2005 Financials

For the 12 months ended Sept. 30, 2005, Local Telecom reported a
$2,905,075 net loss on $1,081,625 of total revenues.  The Company
did not report its net loss and total revenues for the year ended
Sept. 30, 2005.

At Sept. 30, 2005, the Company's balance sheet showed $2,776,791
in total assets and $1,504,335 in total liabilities.  The Company
reports a $2,939,574 accumulated deficit at Sept. 30, 2005.

A full-text copy of Local Telecom's amended report on Form 10-
KSB/A is available for free at http://ResearchArchives.com/t/s?69d

Headquartered in Fort Worth, Texas, Local Telecom Systems, Inc.,
provided local and long distance telecom service on a prepaid
basis.  The Company's local services included a bare bones product
providing unlimited local dial tone and 911 emergency access. On
June 30, 2004, the Company closed its operations in its principal
business of providing local phone service to individuals.  The
Company is now engaged in the mortgage loan business.

As of Sept. 30, 2005, Local Telecom stockholders' equity deficit
widened to $2,526,712 from a $122,722 at Sept. 30, 2004.


LONG BEACH TRUST: Moody's Rates Two Certificate Classes at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Long Beach Mortgage Loan Trust 2006-2, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Long Beach Mortgage Company
originated adjustable-rate and fixed-rate mortgages.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread and interest rate swap agreement provided by Bank of
America N.A.  Moody's expects collateral losses to range from
4.80% to 5.30%.

Long Beach Mortgage Company will act as master servicer and
Washington Mutual Bank will act as a servicer.  Moody's has
assigned Washington Mutual its servicer quality rating as a
primary servicer of subprime loans.

The complete rating actions are:

              Long Beach Mortgage Loan Trust 2006-2

                    * Class I-A, Assigned Aaa
                    * Class II-A1, Assigned Aaa
                    * Class II-A2, Assigned Aaa
                    * Class II-A3, Assigned Aaa
                    * Class II-A4, 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 M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class M-10, Assigned Ba1
                    * Class B, Assigned Ba2


LSP GEN: Moody's Places Proposed $850 Million Debt Rating at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned ratings of Ba3 to LSP Gen
Finance Co, LLC's proposed $850 million first lien senior secured
term loans due 2013, $40 million first lien delayed draw term loan
due 2013, $450 million first lien synthetic letter of credit
facility due 2013, and $100 million first lien working capital
revolving credit facility due 2011.  Moody's also assigned a
rating of B2 to LSP Gen Finance's proposed $250 million second
lien senior secured term loans due 2014.  The rating outlook is
stable.

Proceeds from the term loans along with approximately $589 million
of equity provided by LS Power Equity Partners, LP will finance
the sponsor's acquisition of nearly 6,300MW of generating
facilities from Duke Energy North America, and fund various
reserve accounts and transaction costs.  The letter of credit
facility will primarily support the company's collateral
requirements under its power offtake and financial hedging
arrangements.  The first lien term loans, letter of credit
facility, and working capital facility will be secured by a
perfected first priority pledge of substantially all of the
Borrower's assets.  The $250 million term loan will be secured on
a second priority basis.

The ratings and stable outlook incorporate these credit strengths:

   1. Geographic diversity of cash flows, with several of the
      assets in the portfolio located in key load pockets in the
      California and Northeast markets, which are expected to
      benefit from the Resource Adequacy and Locational Installed
      Capacity/Forward Capacity Market;

   2. Approximately 46% of the portfolio utilizes efficient
      combined cycle gas turbine technology demonstrating
      competitive heat rates;

   3. A significant portion of LSP Gen Finance's cash flow is
      derived through a combination of tolls, financial hedges
      and reliability must run contracts that are in effect
      through 2010;

   4. The Sponsor is providing approximately $589 million of
      equity, representing approximately 34% of the closing
      capitalization;

   5. The portfolio benefits from a project style cash waterfall
      payment mechanism to be administered by the collateral
      agent;

   6. The structure incorporates a cash sweep of at least 75% of
      excess cash flow that will facilitate a meaningful level of
      de-levering.

These credit strengths are offset by these challenges:

   1. An increasing portion of the portfolio's output will become
      unhedged over the term of the debt;

   2. Refinancing risk, given that not all of the debt is
      expected to amortize during the contractual term of the
      loans;

   3. A degree of execution risk with regard to key operations,
      maintenance and energy management functions;

   4. The financing structure lacks a dedicated debt service
      reserve.

The ratings for LSP Gen Finance consider the relatively high
business risk and the potential for greater cash flow volatility
that would result if the company is unsuccessful in executing
additional hedging arrangements.  However, the ratings also
consider the geographic diversity of the assets within the
portfolio and the locational value of the majority of the assets
in capacity constrained power markets, including California and
the northeast.

The ratings incorporate Moody's view of the quality of the assets
in the portfolio, with approximately 2,900 MW of the overall
portfolio comprised of combined cycle plants that incorporate
proven technology using General Electric and Siemens gas turbines.  
Based on the independent engineer's assessment provided by R.W.
Beck, these units have demonstrated relatively high availability
levels and have demonstrated heat rate efficiencies in the low
7,000 btu/kwh range.  The IE has estimated that a majority of the
generating units in the portfolio should have a useful life of at
least 20 years.

The ratings and stable outlook consider near-term cash flow
stability that is expected to result from hedge transactions,
reliability must run contracts and power purchase agreements that
will be in place as of the date of the financial close.  These
hedging arrangements and contracts collectively underpin a minimum
level of cash flow that is expected to be more than sufficient to
meet the company's fixed operating costs over the initial 3 to 4
years of operations, providing some protection against unfavorable
spark spreads.

Based upon the independent market consultant's projections, debt
service coverage ratios are projected to be in excess of 2 times
in each year.  However, DSCR are less meaningful due to the
minimal level of required debt amortization.  Accordingly, the
expectation that the ratio of funds from operations to total debt,
which will be in the range of 12% to 17% under various gas price
scenarios, is a more important financial metric for the rating.  
This level of FFO to debt is consistent with other power projects
with a similar combination of merchant revenues that are subject
to market conditions and revenues that are partially supported by
contractual arrangements.

The portfolio will benefit from financial hedges on 1,675MW of
capacity, representing approximately 61% of the nominal capacity
of the company's combined cycle generating portfolio during the
first 3-4 years of operations.  The financial hedges are
structured as heat rate call options with Morgan Stanley and
Credit Suisse as the counterparties for the western and
northeastern combined cycle portfolios, respectively.  Under these
trades, the counterparties will pay the company capacity payments
for the right to call on the generators to run on a day ahead
basis.  

If called to run, energy payments to the counterparties would be
settled on a net basis, reflecting the spark spread based upon
contractually agreed upon heat rates, variable O&M expenses, and
certain applicable gas cost adders.  Additionally, the company
will benefit from a power purchase agreement through 2010 with
Pacific Gas & Electric for its 1,509 MW Moss Landing 6 and 7
generating units located in the northern California NP-15 zone,
representing about 24% of total capacity of the portfolio.  The
ratings also incorporate the benefits of reliability must run
arrangements on 1,355MW of the portfolio.

The transfer of the portfolio from Duke Energy's integrated
merchant energy platform will entail execution risk with regard to
efficient operation and market optimization of the assets.  The
new owners will contract out key O&M and energy management
functions to third party service providers.  This risk is somewhat
mitigated by the experience and track record of these
counterparties.  The company has entered into several commercial
arrangements for the operations and maintenance of the generating
facilities with Wood Group for the western assets and NAES for the
northeastern portfolio.  The energy management function, which
includes the fuel supply obligations for the portfolio, will be
performed by CalBear Energy L.P. pursuant to an energy management
agreement.  CalBear's undertakings are guaranteed by Bear Stearns
Companies.

The structure includes a project style cash waterfall payment
mechanism administered by the collateral agent, and an excess cash
sweep mechanism, which will capture at least 75% of excess cash
flow.  The ratings incorporate the expectation that the cash sweep
will enable the company to achieve a meaningful level of de-
levering over the term of the debt facilities.

LSP Gen Finance will have a $100 million revolving credit
facility, as well as a $450 million letter of credit facility that
will be available to support the company's collateral
requirements.  While the structure incorporates a targeted
liquidity reserve basket which is sized to include a minimum six
months of debt service, this requirement can be met with
availability under the company's $100 million revolving credit
facility.  The lack of a dedicated debt service reserve account is
viewed as a weakness in comparison to some similar transactions.

The assigned ratings are predicated upon the final structure and
documentation being consistent with Moody's current understanding
of the transaction.

LSP Gen Finance Co, LLC is a wholly owned subsidiary of LS Power
Generation, LLC, which is a special purpose entity created by LS
Power Equity Partners, LP to acquire and own the nearly 6,300MW
portfolio of power generating assets located in California,
Arizona, Connecticut, and Maine.


MILE HIGH: Chapter 11 Trustee Hires Sender & Wasserman as Counsel
-----------------------------------------------------------------
John C. Smiley, Esq., the chapter 11 trustee appointed in Mile
High Capital Group, Ltd.'s bankruptcy proceedings, sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Colorado to employ Sender & Wasserman, P.C., as his counsel.

Sender & Wasserman will handle general representation of the
chapter 11 trustee in bankruptcy and litigation matters arising in
the Debtor's case and assist the trustee in the administration of
the Debtor's case.

Harvey Sender, Esq., a shareholder of Sender & Wasserman, tells
the Court that the Firm's professionals bill:

      Professionals                  Hourly Rate
      -------------                  -----------
      Harvey Sender, Esq.               $325
      John B. Wasserman, Esq.           $325
      Bonnie A. Bell, Esq.              $255
      Howard Buchalter, Esq.            $250
      Kenneth J. Buechler, Esq.         $205
      David V. Wadsworth, Esq.          $190

Mr. Sender further tells the Court that the Firm's paralegals bill
$95 per hour.

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

Hall Wells DiNardo, LLC, the Receiver appointed by the District
Court for the City and County of Denver, Colorado, filed a chapter
11 petition on behalf of Mile High Capital Group, Ltd. on Jan. 13,
2006 (Bankr. D. Colo. Case No. 06-10106).  Joli A. Lofstedt, Esq.,
at Connolly, Rosania & Lofstedt, P.C., represents the Receiver.  
At the time of the filing, the company had $5,990,000 in total
assets and $13,879,059 in total debts.  John C. Smiley, Esq., the
chapter 11 trustee, is represented by Harvey Sender, Esq., and
David V. Wadsworth, Esq., at Sender & Wasserman, P.C.


MILE HIGH: Court Establishes July 31 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado set
July 31, 2006, at 5:00 p.m., as the deadline for all creditors
owed money by Mile High Capital Group, Ltd., on account of claims
arising before Jan. 13, 2006.

Creditors must file written proofs of claim on or before the
July 31 Claims Bar Date and deliver them to:

       Clerk of the U.S. Bankruptcy Court
       U.S. Custom House
       721 19th Street, First Floor,
       Denver, Colorado 80202-2508

Hall Wells DiNardo, LLC, the Receiver appointed by the District
Court for the City and County of Denver, Colorado, filed a chapter
11 petition on behalf of Mile High Capital Group, Ltd. on Jan. 13,
2006 (Bankr. D. Colo. Case No. 06-10106).  Joli A. Lofstedt, Esq.,
at Connolly, Rosania & Lofstedt, P.C., represents the Receiver.  
At the time of the filing, the company had $5,990,000 in total
assets and $13,879,059 in total debts.  John C. Smiley, Esq., the
chapter 11 trustee, is represented by Harvey Sender, Esq., and
David V. Wadsworth, Esq., at Sender & Wasserman, P.C.


ML CBO XIV: Moody's Cuts Caa3 Ratings to Ca on Poor Debt Quality
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of these classes
of notes issued by ML CBO XIV (Cayman) Ltd., a collateralized bond
obligation issuer:

   (1) The $67,000,000 Class A-2 Floating Rate Second Senior
       Secured Notes due 2010

       Prior Rating: Caa3
       Current Rating: Ca

   (2) The $50,000,000 Class A-3 Fixed Rate Second Senior
       Secured Notes due 2010

       Prior Rating: Caa3
       Current Rating: Ca

The rating actions reflect the continuing deterioration in the par
coverage and credit quality of the collateral pool, according to
Moody's.  The transaction, backed primary by high yield corporate
bonds, closed in 1998 and is currently outside its reinvestment
period, Moody's noted.  The issuer's Class A-1 notes have been
repaid in full and the Class A-2 notes and Class A-3 notes are
currently the senior-most class of the issuer's notes outstanding,
Moody's further noted.


ML-CFC TRUST: DBRS Places 3 Provisional Certificate Ratings at B
----------------------------------------------------------------
Dominion Bond Rating Service assigned these provisional ratings to
various classes of ML-CFC Mortgage Trust, Series 2006-1 Commercial
Mortgage Pass-Through Certificates, with stable trends:

               * Class A-1 -- Provisional AAA
               * Class A-2 -- Provisional AAA
               * Class A-2FL -- Provisional AAA
               * Class A-3 -- Provisional AAA
               * Class A-3FL -- Provisional AAA
               * Class A-SB -- Provisional AAA
               * Class A-4 -- Provisional AAA
               * Class A-1A -- Provisional AAA
               * Class AM -- Provisional AAA
               * Class AJ -- Provisional AAA
               * Class X -- Provisional AAA
               * Class B -- Provisional AA
               * Class C -- Provisional AA (low)
               * Class D -- Provisional A
               * Class E -- Provisional A (low)
               * Class F -- Provisional BBB (high)
               * Class G -- Provisional BBB
               * Class H -- Provisional BBB (low)
               * Class J -- Provisional BB (high)
               * Class K -- Provisional BB
               * Class L -- Provisional BB (low)
               * Class M -- Provisional B (high)
               * Class N -- Provisional B
               * Class P -- Provisional B (low)

Finalization of ratings is contingent upon receipt of final
documents conforming to information already received.

The collateral consists of 152 fixed-rate loans secured by 212
multi-family, mobile home parks, and commercial properties.  The
portfolio has a balance of $2,141,833,058.  Although approximately
12.1% of the pool is represented by hotel properties, which
typically have higher-than-average cash flow volatility, all of
the hotels in the pool have the benefit of a national flag.  
Additionally, DBRS sampled three of the five hotel loans in the
pool and generally found them to be in good condition and well
located in suburban in-fill locations.  DBRS reviewed 62.5% of the
pool and found 68.9% of the loans sampled to have strong
sponsorship.

DBRS shadow rates three loans, representing 13.5% of the pool,
investment grade.  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets.  The
shadow-rated investment-grade ratings assigned by DBRS are:

   (1) Kenwood Towne Centre -- AAA
   (2) 60 State Street -- AAA
   (3) Southern California Ground Leases -- "A"

Comparable to many deals issued in 2005 and 2006, loans with
interest-only periods represent a significant percent of the pool.


NEBRASKA BOOK: S&P Lowers Corporate Credit Rating to B- from B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, on college textbook wholesaler
Nebraska Book Co. Inc. and parent NBC Acquisition Corp. to 'B-'
from 'B'.  The outlook is stable.  Total debt outstanding as of
Dec. 31, 2005, was $445 million.
     
The downgrade reflects Standard & Poor's expectation that the
company will be challenged to meaningfully improve its very high
debt leverage.  Lease-adjusted total debt to EBITDA was more than
7.5x for the 12 months ended Dec. 31, 2005.  Over the past two
years, competition from online sales and student-to-student
transactions has impeded the company's growth, especially when
compared with previous years.  

Standard & Poor's is concerned that competition from these sources
will continue to rise.  "Despite its leading position in the
field," said Standard & Poor's credit analyst Robert Lichtenstein,
"the company's lack of scale and business diversification leaves
it vulnerable to changes in the market environment."


NCI BUILDING: S&P Affirms Corporate Credit & Debt Ratings at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Houston, Texas-based NCI Building Systems Inc.
At the same time, Standard & Poor's affirmed its 'BB' bank loan
rating and '3' recovery rating on NCI's amended $125 million
revolving credit facility due in 2009 and $392 million term loan
due 2010, based on preliminary terms and conditions.

The rating agency also removed the bank loan and recovery ratings
from CreditWatch where they had been placed with developing
implications on Feb. 22, 2006, after NCI announced its intention
to acquire unrated Robertson-Ceco Corp. (RCC), an engineered-
building-systems manufacturer with 2005 revenues of about $430
million.  NCI plans to finance the $370 million acquisition with
$170 million of proceeds from its November 2004 convertible senior
note offering and by increasing its existing term loan by $200
million.  The outlook is stable.
     
"The affirmation reflects our belief that while the RCC
acquisition should improve NCI's manufacturing efficiency and
expand its dealer network and geographic reach within the United
States and Canada, the impact on NCI's overall business risk
profile is modest," said Standard & Poor's credit analyst Lisa
Wright.  "In particular, although the RCC acquisition provides for
some consolidation within the metal engineered-buildings segment,
the metal components segment of the market remains highly
fragmented.  The affirmation also reflects that there is room at
the current ratings for a moderate increase in debt leverage to
fund the acquisition."
     
Pro forma for the acquisition, NCI had total debt, including
capitalized operating leases, of $588 million with total debt to
EBITDA of about 3.3x for the 12 months ended Jan. 29, 2006.
     
"We could revise the outlook to negative if a downturn in
commercial construction or increased price competition lower
earnings or if additional acquisitions raise debt leverage,
driving total debt to EBITDA to more than 3.5x," Ms. Wright said.
"We could revise the outlook to positive if additional industry
consolidation improves NCI's business position and reduces price
competition within the metal building industry and if the metal
building industry meaningfully increases its market share of total
construction."


NSG HOLDINGS: S&P Lowers $160 Million Bank Facility's Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on NSG
Holdings II's $160 million senior secured bank facility to 'B'
from 'B+' and removed the rating from CreditWatch with negative
implications.
     
The rating actions reflect today's downgrade of Reliant Energy
Inc. (B/Negative/B-3).  The outlook is negative.  The ratings were
originally placed on CreditWatch Jan. 26, 2006.
     
Houston, Texas-based NSG Holdings II is a portfolio of U.S.-based
power assets.
      
"The portfolio remains concentrated by cash flow and asset in a
single project, Vandolah, which sells its power under a long-term
power-purchase contract to a Reliant Energy subsidiary," said
Standard & Poor's credit analyst Jodi Hecht.
     
Vandolah is a 680 MW peaking facility in Florida.
     
The negative outlook on NSG Holdings II reflects the outlook on
Reliant Energy based on the concentration risk of the portfolio
and its dependence on Reliant's creditworthiness.


OAK CREEK: Court Okays GMAC Agreement and Dismisses Chap. 11 Case
-----------------------------------------------------------------
The Honorable James R. Grube of the U.S. Bankruptcy Court for the
Northern District of California approved Oak Creek Park, LLC's
settlement with GMAC Commercial Mortgage Corporation and dismissed
the Debtor's chapter 11 case.

As reported in the Troubled Company Reporter on Feb. 14, 2006, the
Debtor told the Court that the reason it filed for chapter 11
protection was to restructure its loan with GMACC.  The Debtor
said that the goal of the bankruptcy was already accomplished and
assures the Court that it will pay all undisputed claims in full
and in cash.  

                         GMACC Loan

The Debtor tells the Court that GMACC was the successor in
interest in a loan agreement dated Dec. 6, 2000, in the original
principal sum of $19.2 million as evidenced by a promissory note.  
The loan is secured by the property and related equipment, rents
and leases, as evidenced by the Deed of Trust executed by the
Debtor in favor of the original lender.

The Debtor related that it had remained current on the Note from
December 2000 until September 2005, when it missed the September
monthly payment of $178,830.

                       GMACC Agreement

The Debtor reminded the Court that on Jan. 25, 2006, it entered
into a Proposed Restructure Term Sheet with GMACC.  The terms of
the agreement includes:

    (a) the loan to continue being secured by the property and
        related collateral and the Debtor will not pledge any
        interest in the Collateral to any other entity;

    (b) the maturity date of the Note will be changed to Dec. 31,
        2009;

    (c) GMACC will forgive $1.5 million of the principal amount
        when the loan is repaid in full provided no incident of
        monetary or material non-monetary defaults under the loan
        documents occur;

    (d) on the effective date of the Restructure Loan Documents,
        the Debtor will pay GMACC:

         -- reserve payments totaling $142,487, and

         -- $950,000 for all past due monthly installment to make
            the loan current,

    (e) all default interest and later charges will be waived by
        GMACC;

    (f) on the date in which GMACC and the Debtor execute the
        Restructure Loan Documents, the Debtor will pay GMACC all
        lenders expenses incurred by GMACC;

    (g) the Debtor will pay Avnet the remainder of the unpaid
        incentive payment;

    (h) GMACC will agree to a one-time waiver of the Yield
        Maintenance Payments and other prepayment penalties due
        under the Notes, provided that all obligations are paid in
        full by Jan. 1, 2007; and

    (i) the Debtor and GMACC will release each other from any and
        all liabilities or claims relates to the loan, loan
        documents or transactions contemplated by the term sheet.

Headquartered in San Francisco, California, Oak Creek Park, LLC,
filed for chapter 11 protection on Sept. 21, 2005 (Bankr. N.D.
Calif. Case No. 05-56102).  Desmond Cussen, Esq., Gibson, Dunn &
Crutcher LLP represented the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


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

Bankruptcy Case No.: 06-10179

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Orthodontic Centers of Alabama, Inc.    06-10180
      Orthodontic Centers of Arizona, Inc.    06-10181
      Orthodontic Centers of Arkansas, Inc.   06-10182
      Orthodontic Centers of California, Inc. 06-10183
      Orthodontic Centers of Colorado, Inc.   06-10184
      Orthodontic Centers of Connecticut      06-10185
      Orthodontic Centers of Florida          06-10186
      Orthodontic Centers of Illinois         06-10187
      Orthodontic Centers of Indiana          06-10187
      Orthodontic Centers of Kansas           06-10189
      Orthodontic Centers of Kentucky         06-10190
      Orthodontic Centers of Louisiana        06-10191
      Orthodontic Centers of Maine            06-10192
      Orthodontic Centers of Maryland         06-10193
      Orthodontic Centers of Massachusetts    06-10194
      Orthodontic Centers of Michigan         06-10195
      Orthodontic Centers of Minnesota        06-10196
      Orthodontic Centers of Mississippi      06-10197
      Orthodontic Centers of Missouri         06-10198
      Orthodontic Centers of Nebraska         06-10199
      Orthodontic Centers of Nevada           06-10200
      Orthodontic Centers of New Hampshire    06-10201
      Orthodontic Centers of New Jersey       06-10202
      Orthodontic Centers of New Mexico       06-10203
      Orthodontic Centers of New York         06-10204
      Orthodontic Centers of North Carolina   06-10205
      Orthodontic Centers of North Dakota     06-10206
      Orthodontic Centers of Ohio             06-10207
      Orthodontic Centers of Oklahoma         06-10208
      Orthodontic Centers of Pennsylvania     06-10209
      Orthodontic Centers of Puerto Rico      06-10210
      Orthodontic Centers of Rhode Island     06-10211
      Orthodontic Centers of South Carolina   06-10212
      Orthodontic Centers of Tennessee        06-10213
      Orthodontic Centers of Texas            06-10214
      Orthodontic Centers of Utah             06-10215
      Orthodontic Centers of Virginia         06-10216
      Orthodontic Centers of Washington       06-10217
      Orthodontic Centers of West Virginia    06-10218
      Orthodontic Centers of Wisconsin        06-10219
      Orthodontic Centers of Wyoming          06-10220

Type of Business: These Debtor entities are affiliates of
                  OCA, Inc., which filed for chapter 11 protection
                  on March 14, 2006.

                  Publicly held OCA is the leading provider of
                  business services to orthodontists and pediatric
                  dentists.  The Company's client practices
                  provide treatment to patients throughout the
                  United States and in Japan, Mexico, Spain,
                  Brazil and Puerto Rico.  See http://www.oca.com/
                  and http://www.ocai.com/

                  Headquartered in Metairie, Louisiana, OCA, Inc.,
                  was adversely impacted by Hurricanes Katrina and
                  Wilma.

                  In December 2005, OCA hired Jefferies & Company,
                  Inc., as its financial advisor and investment
                  banker, at a cost of $100,000 per month.  In
                  January 2005, OCA hired Michael F. Gries at
                  Conway, Del Genio, Gries & Co., LLC, as its
                  Chief Restructuring Officer, at a cost of
                  $200,000 per month.

Chapter 11 Petition Date: March 14, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

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


OCA, INC.: List of the Debtors' 30-Largest Unsecured Creditors
--------------------------------------------------------------
OCA, Inc., and its dozens of debtor-affiliates delivered a
consolidated list of their 30-largest unsecured creditors to the
United States Bankruptcy Court for the Eastern District of
Louisiana.   This list is prepared in accordance with Rule 1007(d)
of the Federal Rules of Bankruptcy Procedure.  The list does not
include (1) persons who come within the definition of "insider"
set forth in 11 U.S.C. Sec. 101, or (2) secured creditors unless
the value of the collateral is such that the unsecured deficiency
places the creditor among the holders of the 30 largest unsecured
claims.

     Creditor                                   Claim Amount
     --------                                   ------------
Applied Discovery, Inc.
13427 NE 16th St., Suite 200
Bellevue, WA 98005
Fax: 1-425-467-3010                              $596,771.94

Navigant Consulting, Inc.
4511 Paysphere Circle
Chicago, IL 60674
Fax: 1-312-573-5678                              $538,621.13

BV & K Direct
P.O. Box 78189
Milwaukee, WI 53278-0189
Fax: 1-602-867-3966                              $524,832.17

American Orthodontics
1714 Cambridge Ave.
Sheboygan, MI 53082-1048
Fax: 1-800-558-5633                              $192,839.90

Ormco
P.O. Box 51885
Los Angeles, CA 95001-6185
Fax: 1-800-317-6012                              $147,271.60

Rogers Towers
Attorneys At Law
1301 Riverplace Blvd., Suite 1500
Jacksonville, FL 32207
Fax: 1-904-396-0663                              $125,567.86

Meckler Bulger & Tilson, LLP
123 North Wacker Dr., Suite 1800
Chicago, IL 60606
Fax: 1-312-474-7898                              $123,103.13

Spencer Mead
865 Merrick Avenue
Westbury, NY 11590
Fax: 1-800-400-2029                              $113,904.51

Buckley King
1400 Bank One Center
Cleveland, OH 44114-2652
Fax: 1-216-579-1020                               $94,065.58

Jones Walker
Attn: Accounting
8555 United Plaza Blvd.
Baton Rouge, LA 70809
Fax: 1-225-248-2010                               $89,789.88

Levine, Hirsch, Segall, Mackenzie & Friedsam
100 S. Ashley Dr., #1600
Tampa, FL 33602
Fax: 1-813-229-7210                               $77,411.93

Align Technology, Inc.
P.O. Box 49265
San Jose, CA 95161-9265
Fax: 1-877-651-7128                               $74,929.61

Unitek Corporation
Attn: Kelli Tencate-A/R Dept.
File # 56561
2724 South Peck Rd.
Monrovia, CA 91016
Fax: 1-800-400-2029                               $71,298.50

Henry Schein Inc
Attn: Timothy Ingoglia, M-393
135 Duryea Road
Melville, NY 11747-3834
Fax: 1-800-704-2380                               $60,234.38

Wilke, Fleury, Hoffelt, Gould & Birney, LLP
400 Capitol Mall, 22nd Floor
Sacramento, CA 95814-4416
Fax: 1-916-442-6664                               $55,303.72

Stichter, Riedel, Blain & Prosser, Pa
110 East Madison St., Suite 200
Tampa, FL 33602
Fax: 1-813-229-1811                               $55,045.95

Callaway Partners, LLC
7000 Central Parkway, Suite 1660
Atlanta, GA 30328
Fax: 1-770-730-0903                               $45,291.68

CDW Direct, LLC
P.O. Box 75723
Chicago, IL 60675-5723
Fax: 1-312-705-0651                               $44,771.21

Owens, Clary, Aiken, LLP
700 North Pearl St., Suite 1600
Dallas, TX 75201
Fax: 1-214-698-2121                               $42,591.30

Boundas Skarzynski Walsh & Black, LLC
200 East Randolph Dr., Suite 7200
Chicago, IL 60601
Fax: 1-312-946-4272                               $37,405.27

WSB-TV
P.O. Box 102198
Annex 68
Atlanta, GA 30368
Fax: 1-404-897-6444                               $30,770.00

Standard and Poor's
2542 Collection Center Drive
Chicago, IL 60693
Fax: 1-713-237-5399                               $30,584.00

Steven J. Solomon
Adorno & Yoss
2525 Ponce De Leon Blvd., Suite 400
Coral Gables, FL 33134
Fax: 1-305-460-1422                               $29,624.80

Ortho Technology
P.O. Box 48077
Tampa, FL 33647-0118
Fax: 1-813-991-5986                               $22,640.43

Ernst & Young, LLP
701 Poydras Street, 39th Floor
New Orleans, LA 70139
Fax: 1-504-596-4233                               $20,330.00

Office Depot
P.O. Box 633211
Cincinnati, OH 45263-3211
Fax: 1-800-342-1062                               $19,515.59

WFLA-TV 8
Remittance Processing Center
P.O. Box 26425
Richmond, VA 23260-6425
Fax: 1-813-221-5787                               $17,340.00

Alverson, Taylor, Mortensen & Sanders
7401 West Charleston Blvd.
Las Vegas NV 89117-1401
Fax: 1-702-385-7000                               $17,289.95

WXIA-TV
1611 West Peachtree St NE
Atlanta GA 30309-0000
Fax: 1-404-881-0493                               $16,320.00

KING-TV 5
Dept 890933
P.O. Box 120933
Dallas TX 75312-0933
Fax: 1-206-448-3697                               $15,810.00


ONEIDA LTD: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Oneida Ltd.
        aka Oneida Community China, Inc.
        163-181 Kenwood Avenue
        Oneida, New York 13421

Bankruptcy Case No.: 06-10489

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Sakura Inc.                             06-10488
      Buffalo China, Inc.                     06-10490
      Declo International, Ltd.               06-10491
      Kenwood Silver Company, Inc.            06-10492
      Oneida Food Service, Inc.               06-10493
      Oneida International, Inc.              06-10494
      Oneida Silversmiths, Inc.               06-10495
      THC Systems, Inc.                       06-10496

Type of Business: The Debtors have been producing
                  high-quality silverware since 1877.
                  See http://www.oneida.com

Chapter 11 Petition Date: March 19, 2006

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Douglas P. Bartner, Esq.
                  Shearman & Sterling LLP
                  599 Lexington Avenue
                  New York, New York 10022-6069
                  Tel: (212) 848-8190
                  Fax: (212) 848-4387

Debtors'
Financial Advisor
and Investment
Banker:           Credit Suisse Securities (USA) LLC

Debtors' financial condition as of January 28, 2006:

      Total Assets: $305,329,000

      Total Debts:  $332,227,000

Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sherrill Manufacturing Inc.      Trade                 $759,924
Seneca Street
Sherrill, NY 13461

Niagara Ceramics                 Trade                 $637,671
75 Hayes Place
Buffalo, NY 124210

Hong Ik Vina Co., Ltd.           Trade                 $512,827
Proc Zone, 18th Road
District 7
Ho Chi Minh City, Vietnam

Chongquing Chn & Chn             Trade                 $366,942
Ba Nan District
Chongquing, China

Allan Conseur                    Severance Pay         $264,000
681 Penn Place
Winter Park, FL 32789

Far East Tableware Ltd.          Trade                 $252,400
Room 1205-6, 12th Floor
Kwong Kin Trade Centre
5 Kin Fat Street
Tuen Mun, N.T., Hong Kong

PT Daelim Indonesia              Trade                 $249,729

Przellanfabrik Schonwald         Trade                 $218,301

Yujin Kreves, Ltd.               Trade                 $210,086

Hunan Tongguan Xingguang         Trade                 $199,466
Ceramics Factory

Tablewerks Inc.                  Trade                 $173,826

Inn Crystal                      Trade                 $168,336
Vertriebsgesellschaft
Industriezeile 24

Jizhong USA Hardware             Trade                 $146,159

Haeng Nam Chinaware, Inc.        Trade                 $131,949

McGraw Box co. Inc.              Trade                 $123,019

Shandon, U.S.A. Inc.             Trade                 $119,143

Transcor of Miami                Trade                  $98,177

Tangshan Yida Industrial Corp.   Trade                  $95,449

Hanover Packaging Company        Trade                  $91,319

Aceros Y Metales                 Trade                  $89,937
Internacionales S.A.

Regal Valley Ltd.                Trade                  $87,281

Sealy International Co. Ltd.     Trade                  $85,304

Mitsuboshi Cutlery Co. Ltd.      Trade                  $85,057

Howell Packaging                 Trade                  $84,547

United Parcel Service            Trade                  $84,115

California Distribution          Trade                  $80,542

Taiwan Oriental Cutlery Corp.    Trade                  $72,574

Jewel Trading/Sakura             Trade                  $71,324

J. Peter Fobare                  Severance Pay          $67,354

Pension Benefit Guaranty Corp.   Retirement Plan        Unknown


ORAGENICS INC: Losses & Deficit Prompt Going Concern Doubt
----------------------------------------------------------
Kirkland Russ Murphy & Tapp, PA expressed substantial doubt
Oragenics, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  Ernst & Young LLP, Oragenics Inc.'s former
independent auditors also expressed substantial doubt Oragenics'
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2004.

Both Kirkland Russ and Ernst & Young pointed to Oragenics'
recurring operating losses, negative operating cash flows and an
accumulated deficit.

Oragenics says that it has a limited operating history with
significant losses, has yet to establish any history of profitable
operations and expects losses to continue for the foreseeable
future.  Oragenics will require additional financing to sustain
its operations and without it, the Company may not be able to
continue operations.  

"The Company's profitability depends upon the successful
commercialization of its replacement therapy, probiotic and
Mutacin 1140 technologies.  But there can be no assurances when
that will occur or if the Company will ever be profitable,"
management says in its latest annual report.

                       2005 Financials

For the fiscal year ended Dec. 31, 2005, Oragenics reported a
$3,251,378 net loss on top of zero revenues for the same year.  
For the fiscal year ended Dec. 31, 2004, the Company reported a
$3,077,888 net loss on $196,210 of total revenues.  

At Dec. 31, 2005, Oragenics' balance sheet showed $2,146,400 in
total assets and $374,830 in total liabilities.  The Company
reports an $8,723,362 as of Dec. 31, 2005.

A full-text copy of Oragenics Inc.'s annual report on Form 10-KSB
is available for free at http://ResearchArchives.com/t/s?6a1

Headquartered in Alachua, Florida, Oragenics, Inc., is a
biotechnology company aimed at adding value to novel technologies
and products sourced from innovative research at the University of
Florida and other academic centers, as well as discovered
internally.  The Company's strategy is to in-license or internally
discover and to develop products through human proof-of-concept
studies (Phase II clinical trials of the U.S. Food and Drug
Administration's (FDA) regulatory process) prior to partnering
with major pharmaceutical, biotechnology or healthcare product
firms for advanced clinical development and commercialization.


ORIS AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oris Automotive Parts Alabama, Ltd.
        6324 Bay Drive
        Mc Calla, Alabama 35111

Bankruptcy Case No.: 06-00813

Type of Business: The Debtor produces and distributes
                  essential automotive accessories.
                  See http://www.oris-gmbh.de/english/

Chapter 11 Petition Date: March 16, 2006

Court: Northern District of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtor's Counsel: Clark R. Hammond, Esq.
                  Shayana Boyd Davis, Esq.
                  Johnston, Barton, Proctor & Powell LLP
                  1901 6th Avenue North, Suite 2900
                  Birmingham, Alabama 35203
                  Tel: (205) 458-9400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Oris Fahrzeugteile H. Riehle          $6,846,644
Im Bornrain 2
Moeglingen, D71696

Delphi Packard Electric Sys.            $554,689
P.O. Box 71405
Chicago, IL 60694

JMS Metal Services of Alabama, Inc.     $318,218
1312 Commerce Drive Northwest
Decatur, AL 35602

J.W. Expertise, Inc.                    $304,139
91 Milvan Drive
Weston, Ontario M9l 1z7

G. Schuerfeld GmbH                      $277,667
C/o Johnston Barton
1901 6th Avenue North, Suite 2900
Birmingham, AL 35203

Alabama Laser Technology                $269,960
55 Laser Boulevard
Munford, AL 36268

Smith's Machine                         $221,471

Delphi Electronics & Safety             $192,262

Panalpina Inc.                          $111,149

Mightymen Temp Service                  $105,832

Balch & Bingham LLP                      $90,569

Franklin Aluminum Company, Inc.          $88,386

Express Personnel                        $82,723

Piccola Manufacturing Co.                $82,584

Reis Robotics USA, Inc.                  $75,326

Packaging Materials & Supply             $66,507

Averitt Dedicated Express                $61,158

Baxter Enterprises                       $46,306

LIONS Delivery Service Ltd.              $45,041

Metal Component Manufactures, Inc.       $42,617


PERFORMANCE TRANSPORTATION: Names Timothy Skillman as CRO
---------------------------------------------------------
Performance Transportation Services reported that Timothy G.
Skillman has been named Chief Restructuring Officer for the
Company.  Mr. Skillman will report directly to Jeff Cornish,
President and Chief Executive Officer, and the Board of Directors.

"We are delighted with the Board's decision to name Tim, of
Alvarez and Marsal, our Chief Restructuring Officer.  Tim brings
more than 20 years experience in the restructuring business," Mr.
Cornish said.  "Tim's responsibilities will include a financial
review of the Company, communicating with our creditors, customers
and unions, as well as working with the senior management team and
our consultants to develop our Plan of Reorganization to emerge
from Chapter 11 as a strong competitor in the automotive
industry."

Mr. Skillman is a Managing Director with Alvarez & Marsal, LLC and
specializes in developing and implementing turnaround strategies
for retailers and manufacturing, distribution and financial
services companies.  Most recently, Mr. Skillman led the team in
restructuring General Motors' Service Parts Operations
distribution network and the successful reorganization and sale of
Big Boy Restaurants.  Mr. Skillman's previous restructuring
assignments include McClain Industries, Inc., The XLO Group of
Companies, Inc., and Precision Die Tool and Machine Corporation.  
He has also acted as advisor to General Motors, Toyota, Daimler
Chrysler Corporation and Mitsubishi Motors in the insolvencies of
various suppliers.

               About Performance Transportation

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

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


PHARMACEUTICAL FORMULATIONS: Plan Declared Effective March 7
------------------------------------------------------------
Pharmaceutical Formulations, Inc., reported that the U.S.
Bankruptcy Court for the District of Delaware declared its First
Amended Chapter 11 Plan of Reorganization effective on March 7,
2006.

As previously reported in the Troubled Company Reporter, the Court
confirmed Pharmaceutical Formulations, Inc.'s First Amended
Chapter 11 Plan of Reorganization on Feb. 24, 2006.

As of the filing of the Chapter 11 petition on July 11, 2005, PFI
was a publicly traded Delaware corporation that manufactured and
distributed over-the-counter generic pharmaceuticals.  With over
400 full time employees, a product line including more than 90
different types of pharmaceuticals, and gross sales of
approximately $68 million in 2004, PFI was one of the four largest
manufacturers of private-label over-the-counter pharmaceuticals in
the United States.

As previously reported in the Troubled Company Reporter, PFI
consummated the sale of substantially all its assets to Leiner
Health Products L.L.C. on Sept. 23, 2005.  After consummating the
sale to Leiner, PFI successfully prosecuted its Chapter 11 Plan,
which reorganized PFI's remaining assets and provided a recovery
general unsecured creditors of up to 80% on account of their
allowed claims.

                      Overview of the Plan

The Plan was funded primarily from two sources:  

   -- $4 million of the net proceeds from the sale of assets to
      Leiner Health Products L.L.C., which have been earmarked for
      separate escrow accounts to be distributed to certain
      creditors; and

   -- $700,000 of cash contributions by ICC Industries, Inc.

The Plan was the product of extensive negotiations with numerous
parties, including the Company, ICC and Official Committee of
Unsecured Creditors and incorporates a global settlement among
these parties.

Holders of priority, secured and convenience claims recovered
100% of their claims.  

Holders of allowed general unsecured claims received around
20% to 40% of their allowed claims.  They received an additional
distribution (other than the holder of the landlord claim or the
holders of litigation claims) equal to 40% of the allowed claim in
addition to the regular distribution, if they agreed to grant ICC
an optional release.

Holders of unsecured subordinated claims and security interests,
other than ICC, got nothing.

ICC now holds 100% of the Company's capital stock, amounting to
74,488,835 shares.

A full-text copy of the First Amended Chapter 11 Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?61f  

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?620  

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represented the Debtor in its successful restructuring.
Christopher S. Sontchi, Esq., Gregory Alan Taylor, Esq., and
William Pierce Bowden, Esq., at Ashby & Geddes, represented the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtor reported $40,860,000 in total assets and $44,195,000 in
total debts.


PINNACLE ENTERTAINMENT: Aztar Deal Prompts Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Pinnacle
Entertainment, Inc. on review for possible upgrade following the
company's announcement that it entered into a definitive merger
agreement under which Pinnacle will acquire all of the outstanding
shares of Aztar Corporation for $38 per share in cash, or about
$1.45 billion.  Including Aztar's $723 million of debt, the
transaction is valued at almost $2.2 billion.  Pinnacle ratings
affected include its B2 corporate family rating, B1 senior secured
bank loan rating, and Caa1 senior subordinated debt rating.

Closing of the transaction is expected to occur at the end of 2006
and will be subject to the receipt of required approvals. The
Boards of Directors of both companies have unanimously approved
the transaction.  No specific financing structure has been
announced or decided at this time.

Pinnacle's review for possible upgrade considers that on a pro
forma basis, the company's size, diversification and growth
prospects will improve, and the longer-term benefits afforded by
an improved business risk profile could more than offset the
expected increase in leverage resulting from the acquisition.  Key
to any upgrade will be a clearer understanding of Pinnacle's
intentions regarding the type of financing structure that will
support the acquisition, future plans related to any redevelopment
of Aztar's Las Vegas casino property, overall capital spending
plans for the combined entity, and a higher degree of comfort that
hurricane related insurance matters will be favorably resolved.  
Continued improvement in Pinnacle's and Aztar's overall operating
results from now to closing is also required for a higher rating.

Aztar's Ba2 corporate family rating and Ba3 senior subordinated
debt rating remain on review for possible downgrade based on the
expectation that the combined entity's pro forma leverage will be
considerably higher than Aztar's historical leverage on a
standalone basis.  Aztar's ratings were originally placed on
review for possible downgrade on Feb. 21, 2006 following the
company's announcement that it was planning a $1.2 billion
redevelopment project in Las Vegas, which Moody's believed could
negatively impact the credit profile of the assets supporting
Aztar's rated notes.  Pinnacle's acquisition of Aztar will likely
alter those plans with respect to type, size, and timing of any
Las Vegas redevelopment.

Pinnacle Entertainment, Inc., owns and operates casinos in Nevada,
Mississippi, Louisiana, Indiana, and Argentina.  The company has
also been selected to develop two casinos in the St. Louis,
Missouri area, and recently entered into an agreement to purchase
all of the outstanding capital stock of President Riverboat
Casino-Missouri, Inc., for approximately $31.5 million. Pinnacle
generated $726 million of net revenues in fiscal 2005.

Aztar Corporation owns and operates the Tropicana Casino and
Resort in Atlantic City, New Jersey, Tropicana Resort and Casino
in Las Vegas, Nevada, Ramada Express Hotel and Casino in Laughlin,
Nevada, Casino Aztar in Caruthersville, Missouri, and Casino Aztar
in Evansville, Indiana.  The company generated $915 million of net
revenues in fiscal 2005.


PREFERREDPLUS TRUST: S&P Puts $31.2MM Certs.' BB+ Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
PreferredPLUS Trust Series CTR-1's $31.2 million 8.00% corporate
bond-backed certificates on CreditWatch with negative
implications.
     
The rating action reflects the March 2, 2006, placement of the
rating on the underlying securities, the $31.2 million 8.00% notes
due Dec. 15, 2019, issued by Cooper Tire & Rubber Co., on
CreditWatch with negative implications.
     
PreferredPLUS Trust Series CTR-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, the
$31.2 million 8.00% notes issued by Cooper Tire & Rubber Co.
     
A copy of the Cooper & Tire Rubber Co.-related research update,
"Cooper Tire & Rubber Co. Ratings Placed on CreditWatch Negative;
Weak Earnings Cited," dated March 2, 2006, can be found on
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/.


PRIDE INTERNATIONAL: Filing Delay Cues S&P to Put Ratings on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on
Houston, Texas-based contract drilling firm Pride International
Inc. on CreditWatch with negative implications.  The ratings
action follows the company's announcement that it will be delayed
in the filing of its 2005 annual report on Form 10K until after
its due date on March 16, 2006.  The CreditWatch listing reflects
the potential for ratings to be lowered or affirmed in the near
term.  Standard & Poor's expects to resolve the CreditWatch
listing pending Pride completing the filing of 2005 financial
statements.
      
"If no additional, unforeseen developments occur and statements
can be filed in the near term, it is likely that the company's
ratings and outlook would be affirmed," said Standard & Poor's
credit analyst Jeffrey Morrison.  "The delay in filings is the
result of Pride receiving allegations relating to improper
payments to foreign government officials beginning a number of
years ago in connection with certain of its overseas operations,
as well as corresponding accounting entries and internal control
issues," he continued.


RELIANT ENERGY: S&P Lowers Corporate Credit Rating to B from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on electricity provider Reliant Energy Inc. and two of
Reliant's subsidiaries, Reliant Energy Mid-Atlantic Power Holdings
LLC (REMA), and Orion Power Holdings Inc., to 'B' from 'B+'.

In addition, Orion Power's senior unsecured rating was lowered to
'B-' from 'B' and the rating on Reliant's convertible issue was
lowered to 'CCC+' from 'B-'.  Standard & Poor's also lowered its
short-term rating to 'B-3' from 'B-2'.  The ratings were removed
from CreditWatch with negative implications, where they were
placed on Nov. 4, 2005.  At the same time, Standard & Poor's
affirmed its '3' recovery rating on all of Reliant's senior
secured debt.  The outlook is negative.
     
The negative outlook reflects the expectation that Reliant's
financial ratios will deteriorate in 2006.  Credit metrics are not
expected to improve until 2007 and uncertainty remains as to how
retail will fare after the price to beat.  Only time will tell if
Texas regulators and politicians will allow full retail
competition that is priced according to its true costs.  

Standard & Poor's is also concerned that there could be a
financial covenant breach in 2006, if the company's financial
performance deviates from its plan.  The business risk remains
extremely high and the company's strategy and execution have been
less than stellar.
      
"Any significant, sustained reduction in cash flow from operations
from projections due to adverse business conditions may cause
Standard & Poor's to lower the rating," said Standard & Poor's
credit analyst Arleen Spangler.  "The outlook could stabilize or
the rating could improve post-2006, if the cash flow from the
retail operation improves and there is a track record of cash
flow with transparency in the regulatory and political arenas,"
she continued.

At the same time, wholesale margins would have to improve from
where they are now to raise the rating.


RIGOR MORTIS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rigor Mortis Movies, Inc.
        3740 Overland Avenue
        Los Angeles, California 90034

Bankruptcy Case No.: 06-10878

Chapter 11 Petition Date: March 16, 2006

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Brian L. Davidoff, Esq.
                  Rutter Hobbs & Davidoff, Inc.
                  1901 Avenue of the Stars
                  Los Angeles, California 90067
                  Tel: (310) 286-1700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Michele Caylor                                       $1,410,000
IDT Entertainment
12020 Chandler Boulevard #200
Hollywood, CA 91607

Autonomous EFX, Inc.                                    $28,000
Jason Collins
3301 South Broadway
Los Angeles, CA 90007

Film Finances, Inc.                                     $26,000
Steve Berman/Kimberly Williams
9000 Sunset Boulevard
Los Angeles, CA 90069

Jones Brown & Assoc., Ltd.                              $20,000

Luke Lighting                                            $5,447

Panavision Hollywood                                     $5,000

Business Affairs, Inc.                                   $2,000

Westwind Media                                           $1,600

Joan Pearce Research                                     $1,500

Warner Bros.                                             $1,029

Target Earth Pictures                                    $1,000

Western Costume                                            $936

Liberty Mutual                   Trade Debt                $800

Star Waggons                     Trade Debt                $600

Studio Services, Inc.                                      $500

Rock Bottom Rentals                                        $300

Excel Messenger Service                                    $294

Compu-Weather                                              $275

ISS                                                        $200

A-Plus Copier                                              $150


RJ REYNOLDS: S&P Assigns Preliminary BB- Subordinated Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its:

   * preliminary 'BB+' senior secured debt rating;
   * preliminary 'BB' senior unsecured debt rating; and
   * preliminary 'BB-' subordinated debt rating

to RJ Reynolds Tobacco Holdings Inc.'s (RJR's) recently filed Rule
415 shelf registration for debt securities.
     
At the same time, Standard & Poor's affirmed its outstanding
ratings on RJR, including the 'BB+' corporate credit rating.  The
outlook is negative.  Winston-Salem, North Carolina-based RJR had
about $1.75 billion of total debt outstanding at Dec. 31, 2005.
     
The new shelf has an undesignated notional amount, and the
intended use of the net proceeds from the sale of debt securities
off this shelf has not been specified.  The new shelf replaces the
company's existing $1.876 billion debt shelf registration filed in
April 2001.  As such, the existing preliminary 'BB+' senior
secured debt rating for the previous shelf filing has been
withdrawn.


ROYAL GROUP: Filing Delay Cues S&P to Place BB Ratings on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit and senior unsecured debt ratings on Woodbridge,
Ont.-based Royal Group Technologies Ltd. on CreditWatch with
negative implications.  The CreditWatch placement follows Royal
Group's announcement that the filing of its audited financial
statements for 2005 will be delayed for up to 60 days.  The delay
may result in a covenant violation under the terms of its banking
agreement.  Royal Group has advised its banking syndicate of the
expected reporting delay, and will ask for an extension of the
reporting deadline.  The company will also need to obtain a waiver
from the OSC and QSC to avoid a cease trading order.
     
"The possibility of a technical notice of default and subsequent
enforcement action by the banking syndicate seems unlikely, as the
facility was renewed in 2005 during a period of much greater
uncertainty, and we believe that Royal Group will be able to
obtain the required waivers," said Standard & Poor's credit
analyst Dan Parker.  "Nevertheless, inability to obtain a waiver
would severely constrain liquidity.  If delays in completing
its regulatory filings continue, the company's refinancing and
liquidity risk could increase and the ratings could be lowered,"
Mr. Parker added.
     
Royal Group's liquidity is tenuous.  The company experiences a
sharp seasonal increase in working capital requirements during
March and April.  Royal Group's liquidity currently consists of
about CDN$60 million available under its credit facility.  When
taking into account the announced (but not yet reported) asset
write-downs of about CDN$210 million to CDN$250 million, the
credit availability will likely be significantly reduced as the
facility has a borrowing base calculation that is tied to
capitalization.
     
The company is expecting asset sale proceeds of about CDN$40
million to CDN$80 million in the next 30 days.  Although it is
unlikely that the asset sales will not close, any delays would
result in extremely tight liquidity for the next 45 days.  A
lengthy delay in filing the financial statements could also affect
the company's ability to refinance US$40 million of privately
placed notes that are due in August 2006, although the company's
liquidity position in August is historically much stronger than in
the March/April period.  
     
In such scenarios, Standard & Poor's believes that Royal Group
would be able to obtain additional unsecured credit from its
current banking group, or other lenders, although the terms would
likely be unattractive.  Last year, the company needed to obtain a
small line from an asset-based lender to provide sufficient
liquidity through the March-April period.  Management is taking
appropriate action to address these concerns by finalizing
contingency plans.  The fact that these scenarios need to be
considered is indicative of the company's inadequate liquidity.
     
Until Royal Group's liquidity is assured, and the financial
statements have been filed, the ratings will likely remain under
review, and could be lowered at any time.  The company's
deterioration in profitability because of high resin costs and a
high Canadian dollar remain a concern.
     
Despite the financial reporting problems, there are some positive
developments at Royal Group.  The new management team is improving
the financial information systems and shoring up the internal
controls, which Standard & Poor's had previously identified as an
area of concern.  The shedding of noncore assets should also
sharpen the company's focus and improve margins.  The improvement
in segment reporting will also improve the company's disclosure
practices and provide investors with better information.


ROYAL GROUP: DBRS Comments on Delayed Financial Results Release
---------------------------------------------------------------
Dominion Bond Rating Service notes that Royal Group Technologies
Limited has delayed the release of its audited financial
statements for the year-end Dec. 31, 2005.  This relates to a
number of accounting issues related to the valuation of its
businesses being divested, amendments to its segmented reporting,
and an ongoing investigation and review by the Securities and
Exchange Commission regarding Royal's audited historical financial
statements, including segmented financial presentation and an
evaluation of the carrying value of goodwill.  The accounting
complexities and verification of financial data are exacerbated by
Royal's poor financial systems.

Management indicates the expected writedowns are in line with its
previously announced range of CDN$210 million to CDN$250 million,
but DBRS expects it will be at the upper end of this range.  The
divestitures should provide cash proceeds in the range of CDN$170
million to CDN$200 million in 2006, although DBRS believes the
timing may be delayed.  Depending on the timing, cash proceeds
should help support balance sheet liquidity through the working
capital-intensive spring season.

DBRS's rating of BB (high) remains "Under Review with Developing
Implications", reflecting uncertainty related to a potential
change of ownership, as well as uncertainty related to the
announcement and the delay in releasing audited financial
statements.

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


SASKATCHEWAN WHEAT: S&P Places B Rating on CDN$150 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Saskatchewan Wheat Pool's (SWP) CDN$150
million seven-year notes.  The unsecured notes are rated one notch
below the corporate credit rating on SWP, given the existence of a
CDN$250 million senior secured asset-based credit facility, which
ranks as priority debt ahead of the new notes.  The outlook is
stable.
     
"Proceeds from the notes will be used to refinance the company's
CDN$150 million subordinated notes," said Standard & Poor's credit
analyst Don Povilaitis.  "The refinancing will not result in any
change in debt; however, interest expense might be somewhat lower
depending on final pricing of the notes," Mr. Povilaitis added.
     
The refinancing was contemplated during Standard & Poor's recent
review, which resulted in the corporate credit rating on SWP being
raised by one notch to 'B+'.  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.
     
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 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.  


SASKATCHEWAN WHEAT: DBRS Puts CDN$150 Mil. Note Rating at B(P)
--------------------------------------------------------------
Dominion Bond Rating Service assigned this provisional rating to
Saskatchewan Wheat Pool Inc.:

   * Senior Unsecured Notes -- Provisional B

Finalization of ratings is contingent upon receipt of final
documents conforming to information already received.

Proceeds from the intended Senior Unsecured Notes issue of CDN$150
million will be used to repay the full amount of Senior
Subordinated Notes currently outstanding.  This effectively
results in a refinancing and does not impact the Company's
financial leverage metrics.

The proposed notes are intended to have a lower interest rate than
the current Senior Subordinated Notes and will also contain a
general negative pledge feature.  The new Senior Unsecured Notes
will also still rank behind SWP's senior secured asset-backed bank
debt, which was recently confirmed at B (high) with a trend change
to Positive from Stable.  As such, DBRS has assigned a new
provisional rating of B with a Positive trend to the proposed
Senior Unsecured Notes issue by SWP.

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


SERACARE LIFE: Provides Update on Audit Committee Internal Review
-----------------------------------------------------------------
In connection with the Audit Committee's previously announced
internal review of the concerns raised by SeraCare Life Sciences,
Inc.'s (Nasdaq: SRLSE, SRLS) independent auditors, the Audit
Committee has made certain recommendations to the Board of
Directors of the Company based upon its findings to date.

The Board of Directors of the Company, acting upon the
recommendations of the Audit Committee, concluded that the
Company's previously issued financial statements contained in its
quarterly reports on Form 10-Q for the quarters ended Dec. 31,
2004, March 31, 2005 and June 30, 2005 should no longer be relied
upon.  While the internal review of the Audit Committee is still
ongoing, the Company expects to restate one or more of the
financial statements for the first three quarters of fiscal 2005.  
The restated financial statements will be filed as soon as
practicable.  Also as a result of the internal review, the Company
believes that there are material weaknesses in its internal
control over financial reporting and has retracted its previously
issued guidance for fiscal 2005.

In addition and acting upon the recommendation of the Audit
Committee, the Board of Directors terminated the Company's
employment/consulting agreements with:

     * Barry D. Plost, Chairman of the Board of Directors;

     * Michael F. Crowley, Jr., President and Chief Executive
       Officer;

     * Jerry L. Burdick, Secretary; and
  
     * Craig A. Hooson, Chief Financial Officer.

Messrs. Plost, Crowley and Burdick have also been asked to resign
from the Board of Directors of the Company.

Thomas Lawlor, the current Chief Operating Officer of the Company,
has assumed the additional responsibilities of the President and
Chief Executive Officer on an interim basis while the Board of
Directors conducts an internal and external search for a Chief
Executive Officer, as well as for a Chief Financial Officer.  An
Executive Committee of the Board of Directors of the Company,
chaired by Mr. Robert Cresci, has been appointed to oversee the
management of the Company during this interim period.

As previously reported in the Troubled Company Reporter on
Dec. 22, 2005, the Company's failure to timely file its periodic
reports is a covenant violation under the Company's senior credit
facility.  In addition, because the Audit Committee review is
still ongoing, the Company does not expect that it will be able to
file its Form 10-Q for its fiscal quarter ending March 31, 2006 on
a timely basis.  The Company is engaged in discussions with the
lenders under its senior credit facility with respect to these
matters and expects to seek a waiver of these covenant violations.  
There can be no assurances that the Company will be successful in
obtaining a waiver of these or other covenant violations.

SeraCare Life Sciences Inc. -- http://www.seracare.com/-- is a
manufacturer and provider of biological products and services to
diagnostic, therapeutic, drug discovery, and research
organizations.  The company's offerings include plasma-based
therapeutic products, diagnostic products and reagents, cell
culture products, specialty plasmas, in vitro stabilizers, and the
SeraCare BioBank(TM), a proprietary database of medical
information and associated blood, plasma, DNA and RNA samples.
Headquartered in Oceanside, CA, SeraCare conducts business
throughout the world, and is traded on the NASDAQ national stock
market under the symbol SRLS.


SMITHFIELD FOODS: Earns $71-Mil. in Third Qtr. of Fiscal Year 2006
------------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) disclosed its financial results
for the third quarter of fiscal year ended Jan. 29, 2006, to the
Securities and Exchange Commission on Mar. 1, 2006.

The company reported net income for the third quarter of fiscal
2006 of $71.0 million, versus net income last year of $97.5
million.  Sales of $2.9 billion were slightly less than last year,
despite overall volume increases, on lower average selling prices
in the pork segment.

Year-to-date results include pretax charges totaling $16.3 million
in connection with the restructuring of east coast pork processing
operations in the second quarter.  Year-to-date results last year
included a pretax charge of $8.3 million related to operating
losses and shutdown costs of the Showcase Foods plant and the
settlement of a civil suit in the second quarter.

Earnings in the quarter were the result of sharply higher pork
processing margins that partially offset the substantial decline
in operating profits in the hog production segment.

Smithfield's pork segment produced strong earnings as a result of
lower raw material costs and improved product mix.  The company
enjoyed a very good holiday ham season, with significantly higher
volumes and margins in smoked hams.  Although Smithfield's total
processed meats volume grew a modest two percent, important,
higher-margin product categories including dry sausage, pre-cooked
sausage, spiral hams and pre-cooked ribs, recorded double-digit
growth.  Further processed meats margins were well above those of
the same quarter last year.

The company continued to concentrate on using raw materials
internally and upgrading its value-added categories.  To this end,
Smithfield has increased pre-cooked bacon capacity by 40 percent
this year, emerging as the major provider to the foodservice
industry, which is undergoing a transition from raw to pre-cooked
bacon.  Pre-cooked bacon volume advanced nine percent, on top of
a 34 percent gain in the third quarter of fiscal 2005 and is
poised for further growth.  In addition to expansion in the bacon
category, the company's state-of-the-art, ready-to-eat deli ham
plant is scheduled to come on line this summer.

Smithfield's beef operations reported a modest profit in the third
quarter in spite of export markets that were closed most of the
quarter, tight cattle supplies and high cattle costs.  Beef volume
rose seven percent and shipments to foodservice customers rose
significantly.  The company's cattle feeding interests reported a
small profit, reflecting improved results near the end of the
quarter.

Hog production earnings declined 55 percent from the same quarter
last year, as live hog market prices fell 21 percent and averaged
$43 per hundredweight, more than $11 per hundredweight below a
year ago.  Raising costs were $38 per hundredweight, compared with
$41 in the third quarter last year.

The international segment reported a slight profit in spite of
high raw material costs in Poland and continuing difficult
industry conditions in France.

The company's joint venture turkey operations in the other segment
experienced increased earnings due to favorable pricing and feed
costs.

"This year's third quarter demonstrated once again the value of
our integrated model in pork," said Joseph W. Luter, III, chairman
and chief executive officer.  "As hog production profits declined,
pork processing margins rebounded, delivering a solid quarter."

Mr. Luter noted that the company would continue to see volatility
in hog production profits and pork processing margins; this is the
nature of the business.  However, the company's focus on operating
as an integrated unit should result in more stable returns.

Mr. Luter said, "On a long term basis, we are building our base
domestic business with higher-value, fully-processed and cooked
products that utilize our raw materials internally and enhance our
margins on processed meats.  Internationally, startup costs and
growing pains in our Central European operations have had, and
will continue to have, unfavorable near-term impacts.  However, we
continue to be very optimistic about the long-term opportunities
in Central Europe.  As our operations in Poland and Romania mature
and Romania accedes to the European Union, we intend to become a
significant player in the European market."

"Looking forward to the fourth quarter, live hog prices and
futures have rallied recently.  Fresh pork margins are very weak
and difficulties in the beef industry persist.  We continue to
expect good results in processed meats and solid profitability in
hog production.  All-in-all, we are guardedly optimistic about the
fourth quarter in view of current market conditions," said
Mr. Luter.

Headquartered in Smithfield, Virginia, Smithfield Foods --
http://www.smithfieldfoods.com/-- has delivered a 25 percent  
average annual compounded rate of return to investors since 1975.  
With sales of $11 billion, Smithfield is the leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs.

                            *    *    *

Smithfield Foods' 8% Senior Notes due 2009 carries Moody's
Investor Service's Ba2 rating and Standard & Poor's Rating
Services at BB rating.


STRESSGEN BIOTECH: Securityholders Okays $9.25MM Recapitalization
-----------------------------------------------------------------
The corporate reorganization involving Stressgen Biotechnologies
Corporation and 0747036 B.C. Ltd., an affiliate of Madison Group,
a diversified investment firm, has been approved by Stressgen's
securityholders.  

As previously reported, Stressgen entered into an agreement with
0747036 B.C. Ltd. (Investor) to recapitalize and reorganize
Stressgen's business, resulting in non-dilutive funding totaling
up to $9.25 million by way of a convertible loan, $3 million of
which will be held in escrow pending satisfaction of certain
conditions.  Stressgen will then transfer all of its assets,
including the investment amount, to a new company (Newco), all of
the shares of which will be owned by the existing shareholders of
Stressgen who will exchange their existing shares of Stressgen for
shares of Newco on a one for one basis under a plan of
arrangement.

New voting and non-voting shares of Stressgen, representing a
minority equity interest, will also be distributed to the existing
shareholders of Stressgen.  Current optionholders of Stressgen
will exchange their existing options for options in Newco and
current warrantholders of Stressgen will exchange their existing
warrants for warrants in Newco and new warrants in Stressgen.  As
part of the reorganization, Newco will apply to retain Stressgen's
current listing on the Toronto Stock Exchange.

The restructuring will be completed by way of a plan of
arrangement, to be approved by the Yukon Supreme Court and the
Stressgen security holders.  The transaction is also subject to
regulatory approval and the receipt by the Board of Directors of
Stressgen of a favorable fairness opinion from an independent
third party financial advisor.  Subject to these conditions, the
Board of Stressgen has unanimously approved the transaction.

Following completion of the transaction, Newco (which will then be
named "Stressgen Biotechnologies Corporation") will continue to
carry on the business currently carried on by Stressgen, but will
have the benefit of up to an additional $9.25 million non-dilutive
capital.  The current board and management of Stressgen will carry
on in the same capacity with Newco.  In addition, as part of the
reorganization, Newco will retain Stressgen's current listing and
stock symbol (SSB) on the Toronto Stock Exchange (TSX).

Upon completion of the transaction, the Investor will rename the
existing Stressgen entity "GVIC Publications Ltd.," elect a new
board of directors and seek fresh capital and new business  
opportunities.  The Investor will hold a 94.9% equity interest in,
and current Stressgen shareholders will hold a 5.1% equity
interest in, GVIC Publications.

The closing of the corporate transaction remains subject to the
satisfaction of certain conditions precedent, including receipt of
court and regulatory approvals.  Provided that all of the
conditions precedent are satisfied or waived by the appropriate
parties, Stressgen currently anticipates completing the
transaction on or about March 23, 2006.

               About Stressgen Biotechnologies

Stressgen Biotechnologies Corporation -- http://www.stressgen.com/   
-- a biopharmaceutical company that focuses on the discovery,
development and commercialization of innovative therapeutic
vaccines for the treatment of infectious diseases and cancer.  The
corporation is publicly traded on the Toronto Stock Exchange under
the symbol SSB.

                     Going Concern Doubt

The Company's auditor, Deloitte & Touche LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, in its March 14, 2005, audit report, pointing to
the Company's recurring losses from operations and difficulty in
generating sufficient cash flow to meet its obligations and
sustain its operations.

On June 30, 2005, the Company had cash, cash equivalents and
short-term investments totaling $13,230,000, working capital of
$9,400,000 and accumulated deficit of $222,409,000.


SUPERCONDUCTOR TECH: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt
Superconductor Technologies Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the years ended December 31, 2005, and 2004.  The auditing firm
pointed to the Company's recurring losses and the $9,404,000 in
cash used for operations in 2005.

Superconductor says that in the last five years, it has
experienced significant net losses and negative cash flows from
operations.  If the Company fails to increase revenues, it may not
achieve and maintain profitability and may not meet the
expectations of financial analysts who report on its stock.

"The Company may need to raise additional capital and if it is
unable to raise capital, its ability to implement the current
business plan will be affected and Superconductor's viability as a
company could be adversely affected," management says in its
latest annual report.

                      2005 Financials

For the 12 months ended Dec. 31, 2005, Superconductor reported a
$14,213,000 net loss on $24,209,000 of total revenues.  That
compares to a $31,217,000 net loss on $23,004,000 of total
revenues for the 12 months ended Dec. 31, 2004.  

For the year ended Dec. 31, 2005, the Company has a $17,218,000
working capital from a $16,146,000 working capital for the year
ended Dec. 31, 2004.

At Dec. Dec. 31, 2005, SuperConductor Technologies' balance sheet
showed $52,045,000 in total assets and $4,788,000 in total
liabilities.  The Company reports a 4161,235,000 accumulated
deficit at Dec. 31, 2005.

A full-text copy of SuperConductor Technologies' annual report on
Form 10-K report is available for free at
http://ResearchArchives.com/t/s?69f

Headquartered in Santa Barbara, California, SuperConductor
Technologies Inc. -- http://www.suptech.com/-- develops,  
manufactures and markets high performance infrastructure
products for wireless voice and data applications.  The Company
has operated in a single industry segment, the research,
development, manufacture and marketing of high performance
infrastructure products for wireless voice and data applications.  
The Company's commercial products are divided into three product
offerings:

     -- SuperLink (high-temperature superconducting filters);
     -- AmpLink (high performance, ground-mounted amplifiers); and     
     -- SuperPlex (high performance multiplexers)


TECH DATA: Moody's Holds Ba1 Rating & Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed Tech Data Corp.'s Ba1 corporate
family rating and changed the outlook to negative from stable.  
The negative outlook considers the increasing competitive pricing
pressures, steady gross margin decline, continued weakness in the
EMEA operations and weakened operating profitability on a year-
over-year basis.  It also incorporates the expected delay in the
achievement of the 1.1% EMEA operating margin target run rate as a
result of EMEA underperformance and the minor effects from Tech
Data's shift to more profitable business segments.

Despite the market strength in computer product sales last year,
Tech Data's operating performance for fiscal 2006 was lackluster
with a gross margin of 5.0% compared to 5.4% in fiscal 2005 and
operating margin of 0.8% versus 1.2% in the prior year.  Tech
Data's margins, which have continued to trend down over a multi-
year period across several cycles, are thinner than its peer
distributors.  In May 2005, Tech Data implemented a restructuring
program to improve the cost structure and productivity of its EMEA
operations.  The company expects to incur $40 to $50 million of
total restructuring costs, which should generate annualized cost
savings of the same amount.

The rating could be downgraded if:

   a) Tech Data continues to maintain current thin gross and
      operating margin levels;

   b) pricing pressures persist or the company experiences market
      share losses amid higher relative fixed costs;

   c) the EMEA business continues to exhibit weak operating
      results despite the restructuring efforts;

   d) gross cash flow migrates below historical levels on a
      sustained basis;

   e) debt levels materially increase; or

   f) share repurchases exceed amounts provided by the company's   
      free cash flow leading to deterioration in credit
      protection measures.

Conversely, the rating outlook could stabilize if the EMEA
restructuring program is successful in containing costs and the
company is able to maintain its leading market position.
Additionally, reversal of the negative margin trends due to
healthier industry pricing and improved business segment
profitability could stabilize the rating outlook.

Clearwater, Florida-based Tech Data Corp., is a global distributor
of information technology and computer related products.


THERMOVIEW INDUSTRIES: Court Extends Plan-Filing Period to Mar. 27  
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
extended until March 27, 2006, the period within which Thermoview
Industries, Inc., and its debtor-affiliates have the exclusive
right to file a chapter 11 plan.

The Debtors also have until April 26, 2006, to solicit acceptances
of that plan from their creditors.

As reported in the Troubled Company Reporter on Feb. 3, 2006, the
Debtors were waiting for a Court order approving Morris-Anderson &
Associates, Ltd.'s employment as their financial advisor.  The
Debtors say they need Morris-Anderson's input to formulate a
feasible plan of liquidation.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,     
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.


THOMAS FRANZEN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Franzen Inc.
        2045 Aberdeen Court
        Sycamore, Illinois 60178

Bankruptcy Case No.: 06-70378

Chapter 11 Petition Date: March 17, 2006

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: G. Alexander McTavish, Esq.
                  Myler, Ruddy & McTavish
                  111 West Downer Place
                  Aurora, Illinois 60506
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         941 Taxes             $471,257
P.O. Box 21126
Philadelphia, PA 19114

First Choice Bank                Equipment             $149,600
2200 West State Street
Suite E
Geneva, Illinois 60134

Lazar Brothers Trucking Inc.                            $86,313
P.O. Box 263
Gilberts, IL 60136

American International Co.                              $42,936

Powell, Inc.                                            $38,919

Avalon Petroleum Co.                                    $32,995

Orange Crush                                            $31,815

Vulcan Construction Materials                           $25,324

Harleysville Lake States                                $21,591

Teamster Pension Fund Note                              $18,548
Suburban Teamster Pension Fund

Precast Co., Inc.                                       $17,603

Laborer's Pension & Welfare      Pension &              $14,675
                                 Welfare Note

Citi Cards                       Credit Card            $12,145

Allied Asphalt                                           $8,608

Luise,Inc.                                               $7,650

Bluff City Materials, Inc.                               $7,605

Philip R. Nathe, Esq.                                    $6,847

Earth Inc.                                               $6,843

Wells Fargo Card Services        Credit Card             $6,543

Puncher Roberts & Dutt Ltd.                              $6,345


TODD MCFARLANE: Must File Reorganization Plan by April 15
---------------------------------------------------------
The Honorable Charles G. Case II of the U.S. Bankruptcy for the
District of Arizona gave Todd McFarlane Productions, Inc., until
Apr. 15, 2006, to file a chapter 11 plan of reorganization and
disclosure statement.

Tony Twist, a creditor, asked the Court to set a deadline for the
Debtor to file a chapter 11 plan of reorganization.  Mr. Twist
cited the time elapsed in the bankruptcy proceedings as well as
the continued losses of the Debtor as causes for setting a
deadline.  

The Debtor however retorted that Mr. Twist's motion did not make
sense.  The Debtor relates that its exclusivity was terminated
last Nov. 15, 2006, and hence, Mr. Twist therefore, has the option
to either file a reorganization plan, ask for conversion of the
case to a chapter 7 liquidation proceeding or dismissal of the
chapter 11 case.

The Debtor argued that in order for any confirmable plan to be
filed, on-going insurance coverage litigation must be finalized.  

Although the Court ordered the Debtor to file a plan by Apr. 15,
2006, it gave the Debtor a chance to extend the deadline provided
it can give evidence showing that keeping the deadline would not
be in the best interest of its creditors.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


UNIVERSAL CORP: Moody's Lowers Baa3 Senior Debt Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service lowered the existing long and short-term
ratings of Universal Corporation to Ba1 and Not Prime,
respectively, assigned a corporate family rating of Ba1, and left
the long-term ratings under review for further possible downgrade.  
The rating action is based on the continued earnings and cash flow
challenges that Universal faces, the protracted period without
resolution of the company's financing plans, and a financial
profile that is no longer appropriate for an investment grade
rating.  Although Moody's recognizes the potential benefits from
asset sales or ongoing financing discussions, significant
uncertainty remains regarding the structure and timing of any
transactions.  Further, based on Moody's current expectations, the
timely completion of these deals is unlikely to result in a rating
above Ba1.  Moody's ongoing review will evaluate the ultimate
execution of the transactions, with a particular focus on
liquidity, deleveraging, and priority of claim considerations, in
determining the final rating levels.

These ratings were affected by this action:

   1) Corporate family rating: assigned at Ba1; placed on review
      for possible downgrade.

   2) Senior unsecured debt: downgraded to Ba1 from Baa3; remains
      under review for further possible downgrade.

   3) Senior unsecured shelf: downgraded to (P)Ba1 from (P)Baa3;
      remains under review for further possible downgrade.

   4) Commercial paper: downgraded to Not Prime from Prime-3.

For the fiscal third quarter ended December 2005, Universal
reported a sharp drop in earnings and continued negative free cash
flow generation, due to the company's ongoing exposure to a large,
expensive Brazilian crop, as well as challenges in its African and
non-tobacco businesses.  The weak operating results, in
combination with a $24 million restructuring charge associated
with its Danville plant closure, resulted in a covenant violation
under the company's bank credit agreement.  The company has since
received a waiver for the violation, but is seeking an amendment
to ensure compliance going forward.  To date, the company has not
completed this amendment, nor has it closed on its planned $250
million term loan.  As such, Moody's expects that Universal will
have used its revolving credit facility to meet recent debt
maturities, and notes that the failure to secure long-term access
to this facility or to complete a new financing could heighten the
company's reliance on uncommitted foreign credit lines.

The rating downgrades and continued rating review reflects
Universal's weakened liquidity and financial profile, with LTM
credit metrics as follows: Debt/EBITDA of 5.1x, EBIT/Interest of
2.6x, and meaningfully negative free cash flow.  Although Moody's
expects improving crop quality and capital spending restraints to
benefit operating results over the medium to long-term, the
overhang of weak/large crops in Brazil and Malawi are likely to
continue to dampen near-term performance, and suggest that credit
metrics will remain under pressure into fiscal 2007.

Universal's operating and financial concerns reflect the ongoing
credit challenges facing the company due to its position between
farmers and strong cigarette manufacturers, especially given the
long-term shift towards "contracted" markets.  In order to ensure
high quality and diverse supply, the company has historically made
significant capital investments, has pre-funded farming activity,
and has committed to purchase entire crops within a price range.  
However, Universal's customers retain significant discretion in
the timing and pricing of their purchases from leaf processors
like Universal, which can resulted in large working capital
investments, weak cash flows, and higher debt levels. Further, the
USD denomination of sales creates a currency mismatch that exposes
Universal to adverse foreign exchange movements.  Lastly, Moody's
notes the long-term pricing pressure from cigarette companies,
forcing their suppliers to seek productivity gains.  These
productivity gains are difficult to achieve due to the lack of
growth in tobacco leaf demand, which challenges Universal to
maintain adequate plant capacity utilization rates and maintain
profit margins.

Notwithstanding these concerns, Moody's notes that the company's
No.1 market share in the tobacco leaf trading industry, its long-
established relationships with large cigarette companies, and the
spread of its worldwide procurement network are credit positives.

Moody's review will focus on long-term operating trends and the
execution of Universal's financing and other transaction in light
of liquidity, leverage and cash flow prospects.  The ability to
sustain ample long-term borrowing access, achieve prospective
Debt/EBITDA under 5.0x, and generate positive cash flow on an
annual basis would support an affirmation at current rating
levels, while the failure to do so would prompt consideration of
further rating downgrades.

Based in Richmond, Virginia, Universal, through its subsidiaries,
is the world's largest independent tobacco merchant as well as a
leading lumber and building products distributor in the
Netherlands.


UNIVERSITY HEIGHTS: Files Schedules of Asset and Liabilities
------------------------------------------------------------
University Heights Association Inc., filed with the U.S.
Bankruptcy Court for the Northern District of New York its
Schedules of Assets and Liabilities, disclosing:

     Name of Schedule                  Assets        Liabilities
     ----------------                  ------        -----------
  A. Real Property                   $15,500,000
  B. Personal Property                $5,452,814
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $8,117,901
  E. Creditors Holding                                    
     Unsecured Priority Claims                              $182
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                    $25,842,281
                                     -----------     -----------
     Total                          [$20,952,814]   [$33,960,364]

Headquartered in Albany, New York, University Heights Association
Inc., -- http://www.universityheights.org/-- is composed of four  
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Peter A. Pastore, Esq., at McNamee, Lochner, Titus
& Williams, PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and liabilities between $10 Million and $50
Million.


UNO RESTAURANT: S&P Lowers Senior Secured Rating to CCC+ from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Uno Restaurant Holdings Corp., the parent company of
casual dining operator Uno Chicago, to 'B-' from 'B'.  Standard &
Poor's also lowered its senior secured rating on the company to
'CCC+' from 'B-'.

At the same time, Standard & Poor's removed all its ratings on the
company from CreditWatch with negative implications, where they
had been placed on Jan. 30, 2006.  The outlook is negative.
     
The rating action reflects the Boston-based company's
deteriorating operating performance and cash flow protection
measures.  According to Standard & Poor's credit analyst Diane
Shand, "we do not expect that these measures will recover in the
near term."


VALENTINE PAPER: Court Fixes April 17 as Claims Bar Date
--------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Louisiana set Apr. 17, 2006, at 5:00 p.m., as the deadline for all
creditors owed money by Valentine Paper, Inc., on account of
claims arising prior to June 6, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
April 17 Claims Bar Date and those forms must be delivered to:

              Clerk of the U.S. Bankruptcy Court
              Eastern District of Louisiana
              B601, Hale Boggs Federal Building
              500 Poydras Street
              New Orleans, Louisiana 70130

The Court reminds creditors that facsimile transmissions will not
be accepted.
              
Headquartered in Lockport, Louisiana, Valentine Paper, Inc. --
http://www.valentinepaper.com/-- produces technical and specialty
papers.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. E.D. La. Case No. 05-14659).  David F. Waguespack,
Esq., at Lemle & Kelleher, L.L.P., represents the Debtor in its
restructuring efforts.  C. Davin Boldissar, Esq., at Locke,
Liddell & Sapp LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million


WASTE CONNECTIONS: Moody's Holds B1 Rating on $175 Mil. Sub. Debt
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Waste
Connections, Inc.  Moody's had raised the outlook for Waste
Connections to positive from stable in December 2005 in
recognition of continuing solid financial performance by the
company and ongoing execution on its selective acquisition
strategy.

Moody's affirmed these ratings:

   * B1 subordinated debt rating for $175 million
     of floating rate convertible subordinated
     notes due 2022; and

   * Ba2 Corporate Family Rating.

The outlook is positive.

Waste Connections announced that it has priced a previously
announced private placement of $175 million 3.75% Convertible
Senior Notes due 2026, which are not rated by Moody's, and that
net proceeds of the offering will be used by the company to fund
the repurchase of approximately $71 million of its common stock
and to temporarily reduce borrowings under the company's credit
facility, pending the potential redemption on or after May 7,
2006, of floating rate convertible subordinated notes due 2022.  
If the company proceeds with the redemption Moody's will withdraw
the rating on the notes.

The Ba2 Corporate Family Rating reflects the continuing stability
and economic resilience of Waste Connections' revenues and
profitability combined with solid cash generation and declining
leverage.  Specifically, adjusted free cash flow to debt ratios
have been consistently above 10% in each of the last three years
and leverage has declined to a debt to EBITDA ratio of about 3.2
times from 3.6 times at the end of 2003, including adjustments for
operating leases and stock compensation.

The affirmation also takes into account the increased financial
flexibility and enhanced liquidity provided by the recent
revolving bank facility amendments.  EBIT to interest coverage for
2005 continued to be excellent at 5.2 times.  Moody's also notes
that Waste Connections has maintained the company's business
franchise mix and its high waste internalization rates. Moody's
expectation is that exclusive relationships in many Western and
Southern markets will continue to provide attractive margins for
the company, combined with stability and opportunities for
increased efficiencies and margins through improved route density.

The ratings are constrained by Waste Connections' relatively small
size and limited potential to withstand external shocks; a weak
balance sheet with total debt as of Dec. 31, 2005, approximating
90% of 2005 revenues; intangible assets of approximately 48% of
total assets, reflecting the acquisition-based growth strategy of
the company; and negative tangible net worth of approximately $93
million at Dec. 31, 2005.  Further, the ratings also incorporate
acquisition risks associated with an acquisition-based growth
strategy, which Moody's anticipates will continue.  Also, there
are indications that as the company expands further it will begin
to acquire less profitable assets that will begin to place
pressure on operating margins.

The positive outlook reflects current pricing strength across the
municipal solid waste sector, strong cash flow generation and
ample liquidity provided by Waste Connections' recently expanded
bank facilities.  Continued de-leveraging below three times debt
to EBITDA and improvements in Waste Connections' balance sheet may
lead to an upgrade.  Large, debt financed acquisitions, increases
in stock repurchases or declining margins resulting in sustained
reductions in free cash flow to debt below 10% may put negative
pressure on the ratings.

On January 12, 2006, Waste Connections amended the terms of its
senior secured revolving credit facility by increasing the
facility's capacity to $850 million, and by extending its maturity
through January 2011.  As of Dec. 31, 2005, drawings under the
revolver constituted 63% of the company's long-term indebtedness.  
Since its inception in November 2004, the facility has been used
to extinguish existing long-term indebtedness and, also, to fund
repurchases of common stock, new acquisitions, and capital
expenditures.  At Dec. 31, 2005, the company had advances of $367
million and $55.7 million outstanding letters of credit under this
revolving credit facility, leaving $440 million of post-
refinancing availability after outstanding letters of credit of
$53.8 million.  The facility provides for an accordion feature,
under which the company could increase the size to $1.05 billion.

Waste Connections, Inc., based in Folsom, California, is a
regional, integrated solid waste services company.  Through its
operating subsidiaries, it provides solid waste collection,
transfer, disposal and recycling services to residential,
industrial and commercial clients in secondary markets of the
Western and Southern US.  In fiscal 2005, Waste Connections, Inc.
generated approximately $722 million in revenues, approximately
fifty percent of which were derived from market areas where the
company has franchise or exclusive rights.


WATSON PHARMA: Moody's Holds Ba1 Ratings on $1.9 Bil. Andrx Deal
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family rating
of Watson Pharmaceuticals, Inc., as well as the Ba1 ratings on
Watson's $300 million senior unsecured bank credit agreement and
7% senior unsecured notes.  This rating action follow Watson's
announcement of a definitive merger agreement to acquire Andrx
Corporation for approximately $1.9 billion in cash. The rating
outlook on these ratings is stable.

At the same time, Moody's placed the Ba1 rating of Watson's $575
million of senior unsecured convertible notes under review for
possible downgrade, based on the potential that the terms of new
financing may cause structural subordination on this class of
debt. In addition, Moody's placed the SGL-1 speculative grade
liquidity rating under review for possible downgrade.

The affirmation of Watson's Ba1 Corporate Family Rating primarily
reflects Moody's expectation that following the acquisition,
Watson will achieve certain credit ratios at the upper ends of the
"Ba" ranges specified in Moody's Global Pharmaceutical Rating
Methodology.  These ranges include the ratio of cash flow from
operations to debt of between 15% and 25% and the ratio of free
cash flow to debt of between 10% and 15%. Other major rating
drivers reflected in the rating affirmation include increased
scale and business diversity expected to result from the
acquisition, offset by lower cash coverage of debt.

"The majority of Watson's revenues are for products that have
already gone generic and, therefore, Moody's believes the threat
of substitute products and continuing pricing erosion is fairly
high.  As a result, we generally expect generic drug companies to
maintain stronger financial ratios compared to similarly rated
branded companies," said Michael Levesque, Moody's Senior Analyst.

The rating outlook on the Ba1 Corporate Family Rating is currently
stable, although financial flexibility within the current Ba1
rating will be reduced after the completion of the Andrx
acquisition.

Moody's could upgrade Watson's Corporate Family Rating to Baa3 if
Watson sustains ratios at the high end of the "Baa" range.
Conversely, the ratings could face downward pressure if these
ratios decline below the high end of the "Ba" ranges.  Currently,
Moody's forecasts that the combined company will operate at the
high end of the "Ba" ranges for the next 18 months.  

Scenarios that could cause it to operate below those ranges
include:

   (1) faster price erosion combined with the few launches of new
       products;

   (2) the launch of a generic version of Ferrlecit by a
       competitor; or

   (3) additional debt-financed acquisitions.

The rating review for the CODES reflects their unsecured and non-
guaranteed position in Watson's capital structure, and the
potential that the terms of new bank borrowings may create
structural subordination, depending on whether guarantees or
security are provided.  Watson has announced that financing of the
Andrx transaction will include cash of both Watson and Andrx, and
new credit facilities of $1.15 billion.

The rating review of the SGL-1 speculative grade liquidity rating
reflects the potential that less robust liquidity may result from:

   (1) use of currently ample cash balances to fund a portion of
       the acquisition;

   (2) larger amounts of bank debt in the capital structure,
       subject to financial covenants that have yet to be
       determined; and

   (3) potentially less availability under revolving credit    
       facilities.

Moody's expects to conclude its rating review of the CODES and the
SGL-1 rating when more detailed financing plans are available,
including the terms of new bank borrowings.

Ratings affirmed:    

   Issuer: Watson Pharmaceuticals, Inc.

   * Ba1 Corporate Family Rating

   * Ba1 revolving credit facility of $300 million due 2008

   * Ba1 sr. notes of $15 million due 2008

Ratings placed under review for possible downgrade:

   * Ba1 convertible sr. debentures of $575 million due 2023

   * SGL-1 speculative-grade liquidity rating

Headquartered in Corona, California, United States, Watson
Pharmaceuticals, Inc., is a specialty pharmaceutical company
focused on branded and generic products.  Revenues in 2005 totaled
approximately $1.6 billion.


WESTERLY HOSPITAL: Moody's Holds Ba2 Rating on $11.8 Mil. Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 bond rating on Westerly
Hospital's $11.8 million of Series 1994 debt issued by the Rhode
Island Health & Educational Building Corporation.  The outlook is
negative.

Legal Security: The Series 1994 Bonds are secured by a lien on the
hospital's gross receipts.  There is no mortgage lien.  Debt
service reserve fund maintained.

Interest Rate Derivatives: None.

Strengths:

   * Leading market share in a favorable service area with limited
     competition from the nearest hospitals that are approximately
     20 miles away

   * Good liquidity measures that have been maintained despite
     operating challenges and weak cash flow generation

   * New permanent management team with turnaround experience

   * Improved nursing retention that has significantly decreased
     vacancy rate, and reduced contract labor expense

Challenges:

   * Significant operating deficits that have consistently
     resulted in operating cash flow margins of 2.0% or less in
     each of the past three fiscal years

   * Continued low reimbursement from Rhode Island payers

   * Union contracts expire this year, which could lead to staff
     unrest

   * Underfunded pension liability that continues to pressure
     Westerly's operating results and cash position

   * Bank lines of $9.8 million that are required to be
     collateralized by a minimum of $10.8 million from
     unrestricted investments.  The $10.8 million represents 47%
     of Westerly's total unrestricted cash

                Recent Developments and Results

Despite expected improvement in fiscal year 2005, Westerly's
actual financial results for the year were below budget and the
sizable deficits were in line with weak performance in fiscal
years 2003 and 2004.  Westerly generated a very unfavorable cash
flow from operations of $869 thousand.  The continued operating
losses in FY 2005 are primarily attributable to limited rate
increases from two payer contracts One contract represented a
shift from a more favorable payer to one less favorable, resulting
in an impact of $1.5 million.  Under the other contract, Westerly
was reimbursed by a Connecticut payer based on lower Rhode Island
rates, leading to another $1.5 million impact. The lower
reimbursement is evidenced by low revenue growth of only 0.5% in
FY 2005.  Westerly has resolved the issues with both payers, and
is therefore not expecting an impact in FY 2006 from this issue.  
However, one of these payers will be reducing their reimbursement
in the coming years, which will require Westerly to improve their
contract terms with other payers whose rates are lagging

Operating expense in 2005 grew a modest 1.1% as Westerly reduced
their supply expense by approximately $750 thousand through
participation in Yale-New Haven Hospital's purchasing network.
Westerly's improved retention of nurses also led to reduced
expense for contract nurses.  In FY 2006, Westerly expects to save
an additional $500 thousand in supply expense and maintain a low
vacancy rate for nurses.  The vacancy rate for nursing positions
was reduced from approximately 20% to 5%, resulting in
approximately one million dollar savings from reduced contract
labor expense in FY 2005.  Currently, there are less than five
agency nurses at Westerly.

For FY 2006, Westerly is budgeting an operating loss of $2.5
million and improved cash flow of $3.4 million.  Westerly has not
met its budgeted operating targets for the past couple of years,
and we note that with payer and labor union contract negotiations
in 2006, as well as continued cash flow pressures from annual
pension contributions of approximately $3.4 million, Westerly will
face another challenging year in its goal to meet budget.  In
fact, through the first quarter of 2006 operating income trails
the prior year.

Unrestricted cash balances of $23.0 million were maintained in FY
2005 with a second year of nominal capital spending.  The capital
spending ratio in 2005 was an extremely low 0.2 times.  Although
management reports that the facility is in good shape due to high
capital spending in the years prior to 2004, we note that Westerly
must increase cash flow generation in order to begin re-investing
in the facility as the physical plant and equipment ages.  Cash
was also preserved with a $1.3 million increase in net debt in FY
2005 due to increased borrowing from the hospital's bank lines.  
These bank lines are collateralized at 110%, or approximately
$10.8 million.  Adjusting for the collateralized amount,
unrestricted cash and investments decrease to an unfavorable $12.2
million.

                          Outlook

The negative outlook reflects our ongoing concern that Westerly
will not produce adequate cash flow levels in 2006, the fourth
consecutive year of notable losses.  Westerly will need to
generate adequate operating surpluses to enable it to increase its
capital expenditures, which have been suppressed over the past two
years to maintain cash.

What could change the rating - Up

A consistent trend of improving operating profits and operating
cash flow; increased inpatient and outpatient volume

What could change the rating - Down

A decline in cash reserves; continued operating deficits that are
in line with 2004 and 2005 results; increase in debt without
commensurate improvement in cash flow and liquidity

                       Key Indicators

Assumptions & Adjustments:

   -- Based on combined financial statements for The Westerly
      Hospital and Subsidiary

   -- First number reflects audit year ended September 30, 2004

   -- Second number reflects audit year ended September 30, 2005

   -- Investment returns normalized at 6% unless otherwise noted


   * Inpatient admissions: 4,686 admissions; 4,484 admissions

   * Total operating revenues: $66.3 million; $66.6 million

   * Moody's adjusted net revenue available for debt service:
     $3.6 million; $2.8 million

   * Total debt outstanding: $22.2 million; $23.5 million

   * Maximum annual debt service (MADS): $2.3 million; $2.3
     million

   * MADS Coverage based on reported investment income: 1.9
     times; 1.5 times

   * Moody's adjusted MADS Coverage: 1.6 times; 1.3 times

   * Debt-to-cash flow: 10.6 times; 17.0 times

   * Days cash on hand: 119.0 days; 125.1 days

   * Cash-to-debt: 97.5%; 97.9%

   * Operating margin: -6.8%; -7.1%

   * Operating cash flow margin: 2.0%; 1.3%


WORLD HEALTH: Committee Wants to Hire Young Conaway as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in World
Health Alternatives, Inc., and its debtor-affiliates' bankruptcy
cases asks the U.S. Bankruptcy Court for the District of Delaware
for permission to employ Young, Conaway, Stargatt & Taylor, LLP,
as its counsel, nunc pro tunc to March 6, 2006.

Young Conaway will:

     a) assist and advise the Committee in its consultation with
        the Debtors and the U.S. Trustee relative to the
        administration of the Debtors' chapter 11 cases;

     b) review, analyze and respond to pleadings filed by the
        Debtors and participate in hearings on these pleadings;

     c) assist and advise the Committee in its examination and
        analysis of the conduct of the Debtor's affairs and
        financial condition;

     d) assist the Committee in the review, analysis and
        negotiation of the disclosure statement accompanying any
        plan of reorganization, and any asset acquisition
        proposal;

     e) take all necessary actions to protect the rights and
        interests of the Committee;

     f) represent the Committee in connection with the exercise of
        its powers and duties under the Bankruptcy Code and in
        connection with the Debtors' chapter 11 cases;

     g) prepare, on behalf of the Committee, all necessary
        motions, applications, answers, orders, reports and papers
        in support of positions taken by the Committee;

     h) assist the Committee in the review, analysis and
        negotiation of any financing arrangements; and

     i) perform all other necessary legal services in connection
        with the Debtors chapter 11 cases.

The current standard hourly rates for Young Conaway's
professionals are:

        Professional                          Hourly Rate
        ------------                          -----------
        Pauline K. Morgan, Esq.                   $460
        M. Blake Cleary, Esq.                     $385
        Erin Edwards, Esq.                        $240
        Sanjay Bhatnagar, Esq.                    $210
        Kim Beck, Paralegal, Esq.                 $145

Mr. Cleary assures the Bankruptcy Court that his Firm does not
hold any interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier     
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


XYBERNAUT CORP: Wants to Hire SSG Capital & Another Fin'l Advisor
-----------------------------------------------------------------
Xybernaut Corporation and Xybernaut Solutions, Inc., ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for
authority to terminate the employment of IP Innovations Financial
Services, Inc., as their investment banker and financial
consultant.  The Debtors also ask the Court for permission to
employ SSG Capital Advisors, L.P., and Technology Option Capital,
LLC as replacement for IP Innovations.

                 IP Innovations Termination

The Debtors tell the Court that on Jan. 20, 2006, IP Innovations
expressed its intention to withdraw its services from their
bankruptcy proceeding although IP Innovations did not actually
cause the engagement letter to be terminated.  On Jan. 27, 2006,
the Debtors related, they terminated IP Innovations' services and
looked for potential replacements.

                    SSG Capital Retention

SSG Capital will:

    a. work with the Debtors and their advisors to prepare an
       Offering Memorandum describing the Debtors, their operating
       assets, their intellectual property, their historical
       performance and prospects, including existing contracts,
       marketing and sales, labor force and management and
       anticipated financial results;

    b. assist the Debtors in developing a list of suitable
       potential buyers who will be contacted on a discreet and
       confidential basis by SSG Capital after approval by the
       Debtors;

    c. coordinate the execution of confidentiality agreements for
       potential buyers wishing to review the Offering Memorandum;

    d. assist the Debtors in coordinating site visits for
       interested buyers and work with the management team to
       develop appropriate presentations for such visits;

    e. solicit and analyze competitive offers from potential
       buyers as authorized by the Debtors in each instance;

    f. advise and assist the Debtors in structuring the
       transactions and negotiating the transaction agreements;
       and

    g. otherwise assist the Debtors, their attorneys and
       accountants, as necessary, through closing of all
       transactions on a best efforts basis.

J. Scott Victor, Managing Director of SSG Capital, tells the Court
that for this engagement, the Firm will be paid:


    a. an initial fee equal to $25,000, due upon approval of the
       Engagement Agreement and the retention and employment of
       SSG.  100% of the Initial Fee received by SSG will be
       credited against the Sale Fee;

    b. ff Xybernaut closes on the sale of all or a significant
       portion of its assets or securities, or any other
       extraordinary corporate transaction, whether by way of
       recapitalization, merger, reverse merger, consolidation,
       negotiated purchase or otherwise, or any combination of the
       aforementioned during the Engagement Term to any party, SSG
       shall be entitled to receive a sale fee, subject to
       Bankruptcy Court approval upon appropriate application,
       equal to 5% of the Total Consideration up to $10 million
       and 10% of the Total Consideration in excess of $10
       million;

    c. to the extent Xybernaut closes a sale transaction with
       Innofone.com, Inc. then the Sale Fee due to SSG shall be
       equal to 75% of the amount calculated as per the formula
       set forth in b;

    d. in no event shall the Sale Fee be less than $250,000; and

    e. in addition to the foregoing fees, Xybernaut shall
       reimburse SSG for all reasonable out-of-pocket expenses
       incurred by SSG in connection with its duties under the
       Engagement Agreement for the duration of this
       representation, subject to Bankruptcy Court approval.

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

A full-text copy of the Debtors' engagement letter with SSG
Capital is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060315024620

                  Technology Option Retention

Technology Option will:

    a. recommend to management an intellectual asset monetization
       strategy that will maximize the risk-adjusted near term
       return to the Debtors; and

    b. executie the approved monetization strategy through
       processes may include but are not limited to the sale,
       auction, of intellectual assets and the spin-off of new
       companies centered about one or more of those assets.

Nir Kossovsky, M.D., President and Chief Executive Officer of
Technology Option, tells the Court that the Firm will be paid:

    a. a $50,000 fee for services already provided by Technology
       Option to the Debtors with payment deferred until the time
       as funding is received by the Debtors for the monetization
       of assets;

    b. a success fee equal to 4% of the cumulative Aggregate Value
       up to $10 million and 8.00% of the cumulative Aggregate
       Value in excess of $10,000,000 of each and every
       Transaction.  To the extent the Debtors close a Transaction
       with Innofone.com, Inc., then the Success Fee due to
       Technology Option will be equal to 75% of the amount
       calculated.  In no event will the Success Fee be less than
       $250,000;

    c. subject to Bankruptcy Court approval, the Success Fee is
       payable at each and every funding of a Transaction; and

    d. a $25,000 retainer to be paid within 10 days of Bankruptcy
       Court approval of the Technology Option Engagement Letter
       which will be used for out-of-pocket fees and expenses
       incurred during the term of its engagement, until the
       retainer is exhausted, after which an additional retainer
       will be agreed to by TOC and the Debtors.

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

A full-text copy of the Debtors' engagement letter with Technology
Option is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060315024824

                About Xybernaut Corporation

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP , represents the  Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly Bove
Lodge & Hutz, represents the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $40 million in total assets and $3.2
million in total debts.


XYBERNAUT CORP: Wants LC Capital DIP Loan Agreement Amended
-----------------------------------------------------------
Xybernaut Corporation and Xybernaut Solutions, Inc., ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
an amendment to their postpetition financing agreement with LC
Capital Master Fund of New York City.

As reported in the Troubled Company Reporter on Oct. 28, 2005,
the Debtors obtained Court approval to borrow up to $5 million
from LC Capital.

The Debtors tell the Court that in early January 2006, they were
unable to met certain conditions regarding the continued borrowing
and entered into discussion with LC Capital in order to amend the
DIP Credit Facility, enable continued borrowings, and waive any
defaults.  The Debtors relate that they have reached an agreement
with their lender regarding the DIP Credit Facility.

A full-text copy of the Debtors' agreement with LC Capital is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060315024335

The Debtors say that the Official Committee of Unsecured Creditors
have been involved in the discussions and negotiations with
respect to the agreement and has consented to the terms.

The Debtors disclose that although the Official Committee of
Equity Security Holders was also involved, it has not given its
consent.

The Debtors contend that the amendment is in the best interest of
the estates and would provide them with working capital to
continue the operation of their business.

The Debtors say that along with the request for amendment of the
DIP Credit Facility, they also amended their budget which extends
up to May 31, 2006.

A full-text copy of the amended budget is available for free at
http://ResearchArchives.com/t/s?693

                About Xybernaut Corporation

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP , represents the  Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly Bove
Lodge & Hutz, represents the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $40 million in total assets and $3.2
million in total debts.


* BOND PRICING: For the week of Mar. 13 - Mar. 17, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    64
Adelphia Comm.                        7.750%  01/15/09    65
Adelphia Comm.                        7.875%  05/01/09    63
Adelphia Comm.                        8.125%  07/15/03    66
Adelphia Comm.                        8.375%  02/01/08    65
Adelphia Comm.                        9.250%  10/01/02    65
Adelphia Comm.                        9.375%  11/15/09    67
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    63
Adelphia Comm.                        9.875%  03/01/07    66
Adelphia Comm.                       10.250%  06/15/11    68
Adelphia Comm.                       10.250%  11/01/06    68
Adelphia Comm.                       10.500%  07/15/04    66
Adelphia Comm.                       10.875%  10/01/10    66
AHI-Dflt07/05                         8.625%  10/01/07    73
Allegiance Tel.                      11.750%  02/15/08    33
Allegiance Tel.                      12.875%  05/15/08    13
Amer & Forgn Pwr                      5.000%  03/01/30    73
Amer Color Graph                     10.000%  06/15/10    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    48
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    69
Armstrong World                       6.500%  08/15/05    67
Armstrong World                       7.450%  05/15/29    67
Armstrong World                       9.000%  04/17/01    62
Arvin Capital I                       9.500%  02/01/27    70
Asarco Inc.                           7.875%  04/15/13    63
Asarco Inc.                           8.500%  05/01/25    63
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    15
Autocam Corp.                        10.875%  06/15/14    68
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    54
Avondale Mills                       10.250%  07/01/13    72
Banctec Inc                           7.500%  06/01/08    71
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Budget Group Inc.                     9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    58
CCH II/CCH II CP                     10.250%  01/15/10    66
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    63
Charter Comm Hld                      9.625%  11/15/09    64
Charter Comm Hld                     10.000%  04/01/09    64
Charter Comm Hld                     10.000%  05/15/11    47
Charter Comm Hld                     10.750%  10/01/09    69
Charter Comm Hld                     11.125%  01/15/11    49
Charter Comm Inc                      5.875%  11/16/09    65
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                  10.000%  05/15/14    48
CIH                                  10.000%  05/15/14    50
CIH                                  11.750%  05/15/14    50
CIH                                  12.125%  01/15/15    42
Ciphergen                             4.500%  09/01/08    72
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    32
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
Compudyne Corp                        6.250%  01/15/11    75
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    26
CPNL-Dflt12/05                        7.625%  04/15/06    49
CPNL-Dflt12/05                        7.750%  04/15/09    52
CPNL-Dflt12/05                        7.750%  06/01/15    22
CPNL-Dflt12/05                        7.875%  04/01/08    51
CPNL-Dflt12/05                        8.500%  02/15/11    34
CPNL-Dflt12/05                        8.625%  08/15/10    34
CPNL-Dflt12/05                        8.750%  07/15/07    48
CPNL-Dflt12/05                       10.500%  05/15/06    49
Cray Inc.                             3.000%  12/01/24    71
Cray Research                         6.125%  02/01/11    30
Cummins Engine                        5.650%  03/01/98    71
Curative Health                      10.750%  05/01/11    60
Dal-Dflt09/05                         9.000%  05/15/16    23
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    40
Delco Remy Intl                      11.000%  05/01/09    46
Delphi Auto System                    6.500%  05/01/29    61
Delphi Auto System                    7.125%  05/01/29    62
Delphi Corp                           6.500%  08/15/13    60
Delphi Trust II                       6.197%  11/15/33    33
Delta Air Lines                       2.875%  02/18/24    23
Delta Air Lines                       7.541%  10/11/11    69
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    23
Delta Air Lines                       8.270%  09/23/07    66
Delta Air Lines                       8.300%  12/15/29    25
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    22
Delta Air Lines                       9.320%  01/02/09    56
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    46
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.000%  08/15/08    25
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    65
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    22
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.375%  02/01/11    22
Delta Air Lines                      10.375%  12/15/22    25
Delta Air Lines                      10.500%  04/30/16    75
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Duane Reade Inc                       9.750%  08/01/11    74
Dura Operating                        9.000%  05/01/09    49
Dura Operating                        9.000%  05/01/09    51
DVI Inc.                              9.875%  02/01/04    15
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    65
Exodus Comm. Inc.                    11.250%  07/01/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    64
Federal-Mogul Co.                     7.375%  01/15/06    38
Federal-Mogul Co.                     7.500%  01/15/09    38
Federal-Mogul Co.                     8.160%  03/06/03    30
Federal-Mogul Co.                     8.250%  03/03/05    38
Federal-Mogul Co.                     8.330%  11/15/01    37
Federal-Mogul Co.                     8.370%  11/15/01    35
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.800%  04/15/07    36
Finova Group                          7.500%  11/15/09    32
FMXIQ-DFLT09/05                      13.500%  08/15/05    21
Foamex L.P.-DFLT                      9.875%  06/15/07    20
Ford Motor Co                         7.125%  11/15/25    69
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    69
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.400%  09/20/11    74
Ford Motor Cred                       5.650%  01/21/14    72
Ford Motor Cred                       5.750%  01/21/14    75
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/21/12    71
Ford Motor Cred                       6.000%  01/20/15    72
Ford Motor Cred                       6.000%  01/21/14    74
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    72
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73  
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/14    75
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  03/20/14    73
Ford Motor Cred                       6.050%  04/21/14    73
Ford Motor Cred                       6.050%  12/22/14    72
Ford Motor Cred                       6.050%  12/22/14    72
Ford Motor Cred                       6.050%  12/22/14    72
Ford Motor Cred                       6.100%  02/20/15    74
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.150%  12/22/14    72
Ford Motor Cred                       6.200%  03/20/15    72
Ford Motor Cred                       6.200%  04/21/14    72
Ford Motor Cred                       6.250%  01/20/15    73
Ford Motor Cred                       6.250%  03/20/15    72
Ford Motor Cred                       6.250%  04/21/14    73
Ford Motor Cred                       6.500%  03/20/15    74
Ford Motor Cred                       6.500%  08/01/18    68
Ford Motor Cred                       6.500%  12/20/13    75
Ford Motor Cred                       6.625%  02/15/28    66
Ford Motor Cred                       6.800%  06/20/14    74
Ford Motor Cred                       7.500%  08/20/32    70
Gateway Inc.                          2.000%  12/31/11    70
General Motors                        7.400%  09/01/25    68
General Motors                        7.700%  04/15/16    72
General Motors                        8.100%  06/15/24    69
General Motors                        8.250%  07/15/23    72
General Motors                        8.375%  07/15/33    74
General Motors                        8.800%  03/01/21    73
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.250%  01/15/14    74
GMAC                                  5.350%  01/15/14    72
GMAC                                  5.700%  06/15/13    75
GMAC                                  5.700%  10/15/13    74
GMAC                                  5.750%  01/15/14    74
GMAC                                  5.900%  01/15/19    70
GMAC                                  5.900%  01/15/19    70
GMAC                                  5.900%  02/15/19    71
GMAC                                  5.900%  10/15/19    70
GMAC                                  5.900%  12/15/13    74
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    74
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.000%  12/15/13    75
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  08/15/19    75
GMAC                                  6.050%  10/15/19    75
GMAC                                  6.100%  09/15/19    72
GMAC                                  6.125%  10/15/19    74
GMAC                                  6.150%  09/15/19    73
GMAC                                  6.200%  04/15/19    71
GMAC                                  6.250%  04/15/19    74
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    74
GMAC                                  6.250%  12/15/18    75
GMAC                                  6.300%  08/15/19    72
GMAC                                  6.300%  08/15/19    75
GMAC                                  6.400%  11/15/19    73
GMAC                                  6.400%  11/15/19    75
GMAC                                  6.500%  12/15/18    75
GMAC                                  6.600%  06/15/19    72
GMAC                                  6.650%  02/15/13    67
GMAC                                  6.650%  02/15/20    75
GMAC                                  6.750%  07/15/18    74
GMAC                                  7.125%  07/15/13    75
GMAC                                  7.250%  12/15/15    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    69
Gulf Mobile Ohio                      5.000%  12/01/56    74
Home Prod Intl                        9.625%  05/15/08    74
Horizon Fin Corp                     11.750%  05/08/09     0
Icos Corp                             2.000%  07/01/23    75
Inland Fiber                          9.625%  11/15/07    62
Insight Health                        9.875%  11/01/11    55
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    25
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    57
Jordan Industries                    10.375%  08/01/07    55
Kaiser Aluminum & Chem.               9.875%  02/15/02    48
Kaiser Aluminum & Chem.              10.875%  10/15/06    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Kevco Inc                            10.375%  12/01/07     0
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    12
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    52
Kmart Funding                         9.440%  07/01/18    38
Lehman Bros Hldg                     10.000%  10/30/13    75
Level 3 Comm. Inc.                    2.875%  07/15/10    72
Level 3 Comm. Inc.                    6.000%  03/15/10    73
Liberty Media                         3.250%  03/15/31    73
Liberty Media                         3.750%  02/15/30    56
Liberty Media                         4.000%  11/15/29    61
Lifecare Holding                      9.250%  08/15/13    54
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Merisant Co                           9.500%  07/15/13    63
Moa Hospitality                       8.000%  10/15/07    70
Mosler Inc                           11.000%  04/15/03     0
Motels of Amer                       12.000%  04/15/04    68
Movie Gallery                        11.000%  05/01/12    56
MSX Int'l Inc.                       11.375%  01/15/08    69
Muzak LLC                             9.875%  03/15/09    57
Natl Steel Corp.                      8.375%  08/01/06     8
Natl Steel Corp.                      9.875%  03/01/09    10
New Orl Grt N RR                      5.000%  07/01/32    73
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    62
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
Northwest Airlines                    6.625%  05/15/23    39
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    39
Northwest Airlines                    7.626%  04/01/10    75
Northwest Airlines                    7.875%  03/15/08    42
Northwest Airlines                    8.070%  01/02/15    71
Northwest Airlines                    8.130%  02/01/14    60
Northwest Airlines                    8.700%  03/15/07    41
Northwest Airlines                    8.875%  06/01/06    42
Northwest Airlines                    8.970%  01/02/15    29
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    42
Northwest Airlines                   10.000%  02/01/09    40
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc.                    10.750%  03/01/14    73
Nutritional Src.                     10.125%  08/01/09    60
NWA Trust                            11.300%  12/21/12    65
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    15
Oscient Pharm                         3.500%  04/15/11    75
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind.                      10.630%  10/01/08    61
Outboard Marine                      10.750%  06/01/08     0
Overstock.com                         3.750%  12/01/11    74
Overstock.com                         3.750%  12/01/11    75
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/05    10
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    26
Pliant-DFLT/06                       13.000%  06/01/10    28
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Pope & Talbot                         8.375%  06/01/13    72
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    58
Primus Telecom                        3.750%  09/15/10    39
Primus Telecom                        5.750%  02/15/07    74
Primus Telecom                        8.000%  01/15/14    66
Primus Telecom                       12.750%  10/15/09    72
Read-Rite Corp.                       6.500%  09/01/04    17
Refco Finance                         9.000%  08/01/12    50
Reliance Group Holdings               9.000%  11/15/00    21
Reliance Group Holdings               9.750%  11/15/03     0
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    66
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    52
Silverleaf Res                        8.000%  04/01/10    35
Solectron Corp.                       0.500%  02/15/34    75
Source Media Inc.                    12.000%  11/01/04     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    58
Teligent Inc                         11.500%  12/01/07     0
Thermadyne Holdings                  12.500%  06/01/08     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    74
Trans Mfg Oper                       11.250%  05/01/09    64
Tribune Co                            2.000%  05/15/29    72
Trism Inc                            12.000%  02/15/05     0
Triton Pcs Inc.                       8.750%  11/15/11    69
Triton Pcs Inc.                       9.375%  02/01/11    70
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/05    70
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.350%  04/07/16    68
United Air Lines                      9.560%  10/19/18    70
United Air Lines                     10.020%  03/22/14    45
Univ Health Svcs                      0.426%  06/23/20    57
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     8
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.900%  01/01/49     3
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Wachovia Corp                        13.000%  02/01/07    65
WCI Steel Inc.                       10.000%  12/01/04    68
Werner Holdings                      10.000%  11/15/07    23
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winsloew Furniture                   12.750%  08/15/07    15
Winstar Comm                         12.750%  04/15/10     0
World Access Inc.                    13.250%  01/15/08     5

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA.  Emi Rose
S.R. Parcon, Rizande B. Delos Santos, Cherry Soriano-Baaclo,
Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva,
Lucilo Pinili, Jr., Tara Marie Martin, Marie Therese V. Profetana,
Shimero Jainga, and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                   *** End of Transmission ***