TCR_Public/060321.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, March 21, 2006, Vol. 10, No. 68

                             Headlines

AAT COMMS: SBA Merger Cues S&P to Place BB- Rating on CreditWatch
AAT COMMS: Merges with SBA Communications in $1 Billion Deal
AES CORPORATION: Delays Filing of 2005 Annual Report
AGY HOLDING: S&P Assigns CCC+ Rating to Proposed $45 Million Loan
ALERIS INT'L: Debt Financed Corus Deal Cues Moody's Rating Review

ALLIED HOLDINGS: PBGC Will File Nine Proofs of Claim in Lead Case
ALLIED HOLDINGS: 8-5/8% Bond Trustee May File Consolidated Claims
ALLIED HOLDINGS: Opposes T. Lindley's Move to Continue Lawsuit
AMAZON.COM: To Offer Financial Services Through Fidelity
AMERICAN COLOR: Moody's Cuts Rating on $280 Mil. Sr. Notes to Ca

AMHERST TECH: Trustee Taps Profit Refunds as Collections Agent
AMSTED INDUSTRIES: Moody's Puts B1 Rating on Proposed $700MM Debt
ANGIOTECH PHARMA: Prices $250MM of 7.75% Senior Subordinated Notes
ARVINMERITOR INC: S&P Rates $300 Million Sr. Unsecured Notes at BB
AUDATEX HOLDINGS: S&P Puts B- Rating on Proposed $215 Mil. Loan

AUDATEX HOLDINGS: Pending $975MM Deal Cues Moody's Low-B Ratings
ASARCO LLC: Assumption of Christensen Sampling Services Pact OK'd
ASARCO LLC: Subsidiary Panel & FCR Hire Legal Analysis as Advisor
ASARCO LLC: Court Approves Settlement Agreement with Minerals
ATMEL CORP: Posts $32.8 Mil. Net Loss for the Year Ended Dec. 31

BANCO GMAC: Moody's Put's Bank's Financial Strength Rating at D-
BIJOU-MARKET: Hires St. James Law as Bankruptcy Counsel
BIJOU-MARKET: Section 341(a) Meeting Scheduled for April 4
BRASOTA MORTGAGE: Ch. 11 Trustee Will Pay $14 Million to Investors
BRICOLAGE CAPITAL: May 1 Bar Date Set for Filing Proofs of Claims

BUMBLE BEE: Moody's Puts Ba3 Rating on Revolving Credit Facility
CALPINE CORP: Wants to Implement Employee Severance Program
CARL YECKEL: Chapter 7 Trustee Wants Case Dismissed
CBRL GROUP: S&P Downgrades Corporate Credit & Debt Ratings to BB+
CBRL GROUP: Outlines Plan Backed by $1.25 Billion Senior Financing

CHEMTURA CORP: Will Hold Annual Stockholders Meeting on April 27
CINCINNATI BELL: S&P Affirms B+ Corp. Credit & Sec. Debt Ratings
CINCINNATI BELL: Will Hold Annual Stockholders' Meeting by Apr. 28
COLLINS & AIKMAN: Resolves Transition Issues Related to GM Program
COLLINS & AIKMAN: Court Approves New TTERTT Headquarters Lease

COLLINS & AIKMAN: SEC Has Until April 17 to File Claims
CONGOLEUM CORP: FCR Wants Orrick Herrington as Bankruptcy Counsel
CROSSROADS HOMES: Case Summary & 19 Largest Unsecured Creditors
CSC HOLDINGS: S&P Assigns BB Rating to Proposed $3.5 Billion Loan
DANA CORP: U.S. Trustee Appoints Unsecured Creditors Committee

DANA CORP: Has Until April 16 to File Schedules & Statements
DANA CORP: Gets Interim OK to Hire Pachulski as Conflicts Counsel
DEL MONTE CORP: $580 Mil. Kraft Deal Cues Moody's Rating Review
DELTA PETROLEUM: Moody's Junks B3 Ratings on Weak Capital Trends
DILLARD'S INC: Reports Fourth Quarter and Fiscal Year Results

DMX MUSIC: Court Approves Employment of KPMG as Tax Accountants
DORAL FINANCIAL: Inks Consent Orders With Banking Regulators
EAGLEPICHER HOLDINGS: Wants to Walk Away from EP Automotive Lease
EASTMAN KODAK: Posts $1.4 Billion Net Loss in 2005
EATON FERRY: Bankr. Administrator Wants Case Converted to Ch. 7

ELANTIC TELECOM: Court Issues Final Decree Closing Chapter 11 Case
FESTIVAL FUN: Moody's Places B2 Rating on Proposed $150MM Notes
FIRST VIRTUAL: Liquidating Trustee Wants Squar Milner's Fees Paid
FIRSTLINE CORP: Hires Stone & Baxter as Bankruptcy Counsel
FIRSTLINE CORP: Section 341(a) Meeting Scheduled for May 1

FRENCH LICK: S&P Rates Proposed $270 Million Mortgage Notes at B-
FRENCH LICK: Moody's Places $270 Mil. Mortgage Notes Rating at B3
GALLERIA CDO: Moody's Puts B3 Rating on Watch & May Downgrade
GALLERIA INVESTMENTS: Hires Thomerson Spears as Bankruptcy Counsel
GALLERIA INVESTMENTS: Wants GlassRatner to Turnover Property

GARDEN STATE: Bankruptcy Court Approves Disclosure Statement
GE CAPITAL: Moody's Junks Ba3 Class B-2 Series HE2 Cert. Rating
GENERAL MOTORS: Credit Strength Doubt Cues DBRS CDO Rating Review
GENERAL MOTORS: Delayed 10-K Filing Prompts Moody's Rating Review
HEADWATERS INC: S&P Raises Subordinated Debt Rating to B from B-

HOLLINGER INT'L: Court Allows Tweedy Browne to Proceed with Suit
HOLY CROSS: Moody's Holds B2 Rating on $21 Million Bond Issue
HOLYOKE HOSPITAL: Moody's Holds Ba1 Rating on $12.3 Million Bonds
HUGHES NETWORK: Moody's Puts B1 Rating on Proposed $375MM Notes
IMMERSION CORP: Equity Deficit Triples to $16.79M in Twelve Months

INFRASOURCE SERVICES: Reports $5.8MM of Net Income in 4th Quarter
INTEGRATED DISABILITY: Wants to Sell Assets to Reliance Standard
INTEGRATED ELECTRICAL: U.S. Trustee Appoints 3-Member Equity Panel
INTEGRATED ELECTRICAL: Committee Hires Weil Gotshal as Counsel
INTEGRATED ELECTRICAL: Committee Hires CDG as Financial Advisors

INTERTAPE POLYMER: Earns $9.7 Mil. of Net Income in Fourth Quarter
IOWA TELECOMMS: Earns $11.6 Mil. of Net Income in Fourth Quarter
IPIX CORP: Posts $22.5 Million Net Loss in 2005
JET HOLDINGS: Hires Sarah Weaver PLLC as Bankruptcy Counsel
JET HOLDINGS: Section 341(a) Meeting Scheduled for April 11

J.L. FRENCH: Wants to Advance $382,500 to China Holdings
KM DIGITAL: Case Summary & 20 Largest Unsecured Creditors
LIBERTY FIBERS: Trustee Wants Lease Hearing Continued to April 4
LSP-KENDALL: S&P Affirms B Rating on $422 Million Sr. Term Loan
MAYTAG CORP: U.S. Antitrust Agency May Oppose Whirlpool Merger

MUSICLAND HOLDING: Deluxe Wants Decision on Logistics Pact Now
NOMURA HOME: Moody's Puts Low-B Ratings on Two Certificate Classes
O'SULLIVAN IND: Gets Okay to Honor Exit Lenders' Commitment Fees
O'SULLIVAN INDUSTRIES: Will Pay $180,000 of Exit Lenders' Expenses
OCA INC: Court Approves $15 Million DIP Revolving Credit Financing

ONEIDA LTD: Files Prenegotiated Reorganization Plan in S.D.N.Y.
ONEIDA LTD: Court Grants Relief on Employee Salaries & Benefits
OREGON STEEL: Earns $33 Million of Net Income in Fourth Quarter
OCA, INC: 2nd Amended Voluntary Chapter 11 Case Summary
ORTHOFIX INT'L: Earns $7.2 Million of Net Income in Fourth Quarter

PALAZZO DI STONECREST: Hires David Miller as Bankruptcy Counsel
PALAZZO DI STONECREST: Section 341(a) Meeting Set for April 13
PARAMUS MUFFLER: Case Summary & 55 Largest Unsecured Creditors
PARMALAT SPA: Gets Court Ruling to Pursue Damages Internationally
PEP BOYS: Posts $35.7 Million Net Loss in Fiscal Year 2006

QUANTUM CORP: S&P Lowers Subordinated Debt Rating to B- from B
REFCO INC: Non-Bankrupt Refco Securities LLC Winding Down Business
REYNOLDS & REYNOLDS: Lenders Extend Waivers Under $200MM Loan Pact
RIVERSTONE NETWORKS: Files Schedules of Assets and Liabilities
RIVERSTONE NETWORKS: Gets $178-Million Proposal from Ericsson Inc.

ROCK-TENN COMPANY: To Close Folding Carton Facility in California
SBA COMMS: S&P Affirms B+ Corp. Credit Rating & Stable Outlook
STELCO INC: Obtains Asset Sale Proceeds Distribution Order
TAPESTRY PHARMA: Grant Thornton Raises Going Concern Doubt
THERMADYNE HOLDINGS: Delayed Filing Cues Moody's Rating Review

TIER TECHNOLOGIES: Gets Notice from NASDAQ on Continued Listing
TIER TECHNOLOGIES: Revolver Terminated & Problem Covenants Nixed
VALEANT PHARMA: Incurs $44.8 Million Net Loss in Fourth Quarter
VARIG S.A.: Alvarez & Marsal Hired to Advise Brazilian Airline
WELLSFORD REAL: Liquidation Assets Total $56 Million at Dec. 31

WESTPOINT STEVENS: Steering Panel Seeks More Payments from Estate
WESTON NURSERIES: Has Until Mar. 29 to File Chapter 11 Plan
WHX CORP: USW Seeks Inquiry on Wheeling-Pittsburgh Pensions
WINN-DIXIE: Two Firms Withdraw as Equity Committee Counsel

* Shutts & Bowen Launches Tampa Office Headed by W. Thompson Thorn

                         *********

AAT COMMS: SBA Merger Cues S&P to Place BB- Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings of St.
Louis, Missouri-based wireless tower operator AAT Communications
Corp. on CreditWatch, with negative implications, including its
'BB-' corporate credit rating.

At the same time, the rating agency affirmed the ratings on Boca
Raton, Florida-based wireless tower operator SBA Communications
Corp., including its 'B+' corporate credit rating. The outlook is
stable.

These actions follow SBA's announced agreement to acquire AAT in a
transaction that includes a cash component of $634 million.  The
combined company will have about 5,300 total wireless towers and
is expected to have total debt of about $1.5 billion.
     
The placement of AAT On CreditWatch negative reflects the fact
that, upon closing of the transaction, its ratings will reflect
that of the merged company, which will be a 'B+' with a stable
outlook.  The 'B+' corporate credit rating of the merged company
reflects its aggressive leverage, which is expected to be in the
mid-8x area for 2006, pro forma for full year operation of AAT.
This high leverage overshadows its favorable business risk, which
includes:

   * high renewal rates on long-term tower leases with very
     creditworthy customers;

   * annual escalators on contracts; and

   * potential for growth from on-going demand for new tower sites
     by the wireless carriers.

These factors contribute to operating cash flow margins in the
area of 70%.  In addition, with acquisition of AAT, SBA's tower
portfolio will have an increased scale and geographic footprint
and will enable the company to realize some significant expense
synergies.  Moreover, technology incompatibilities and network
quality improvement requirements and associated additional
antennae needs, likely will limit the adverse effects of wireless
consolidation on SBA over the next few years.


AAT COMMS: Merges with SBA Communications in $1 Billion Deal     
------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) disclosed Friday
that it has entered into a definitive agreement to acquire all of
the outstanding stock of AAT Communications Corp. for $634 million
in cash and the issuance of 17,059,336 shares of its common stock.

In conjunction with the transaction, SBA intends to tender for its
remaining 9-3/4% senior discount notes and 8-1/2% senior notes.  
The acquisition, related bridge financing and tender offer are
expected to close in the second quarter of 2006, subject to
customary closing conditions.

The acquisition will substantially expand SBA's existing base of
high quality wireless tower assets.  AAT is the fifth largest
independent tower owner in the U.S. with 1,855 owned tower sites
and an additional 250 revenue producing managed sites in 44
different states.

AAT's 1,855 tower sites have an estimated capacity of 4.5
telephony tenants per tower and as of Feb. 28, 2006 had an average
actual use of 1.8 telephony tenants and 2.4 total tenants per
tower. As of Dec. 31, 2005, the telephony tenants represent
approximately 91% of revenue on AAT's owned towers.

"We are extremely pleased to have the opportunity to acquire a
tower business of the size, scope and quality of AAT," stated
Jeffrey A. Stoops, SBA's President and Chief Executive Officer.
"We know the AAT tower portfolio very well, and believe it to have
generally the same favorable characteristics as our portfolio,
particularly in the areas of quality, capacity, growth and low
cost of operation.  We believe the AAT assets will enhance our
strong organic revenue and cash flow growth.  The transaction
provides us with a nationwide and expanded platform to pursue our
asset growth strategy of new tower builds and selective
acquisitions and allows us to leverage our fixed overhead costs.  
We expect the transaction to be immediately accretive to our tower
cash flow, adjusted EBITDA and equity free cash flow per share,
with more equity free cash flow accretion expected after the
anticipated refinancing of the bridge financing.  We welcome Jerry
Kent and the other owners of AAT as our shareholders, and look
forward to working with them to achieve a smooth closing and
integration."

"This transaction is a great development for everyone involved,"
said Jerry Kent, who serves today as the CEO for both Cequel III
and AAT Communications.  "Consistent with our long-term track
record, we are once again delivering superior returns to our
investors. In turn, we believe SBA is in a great position to
harvest the economies of scale that are at the heart of this
transaction.  Their financial standing and exceptionally talented
management team give us great confidence that SBA will continue to
enhance value for our shareholders."

SBA will acquire the outstanding stock of AAT for $634 million in
cash and the issuance of 17,059,336 shares of its common stock,
which will be issued subject to certain restrictions on resale.
Based on the last closing price per share of SBA common stock of
$21.57, the aggregate acquisition consideration is $1.002 million.
In conjunction with the transaction, SBA intends to tender for its
remaining 9-3/4% senior discount notes and 8-1/2% senior notes,
which had outstanding balances of $216.9 million and $162.5
million, respectively, as of December 31, 2005.

To finance the cash portion of the acquisition and the notes
tender, SBA obtained a $1.1 billion bridge financing commitment
from DB Structured Products, Inc. and JPMorgan Chase Bank, N.A. At
closing of the acquisition, SBA expects to have total debt of
approximately $1.5 billion and net debt of approximately $1.45
billion.  Pro forma for the acquisition, the notes tender,
anticipated synergies, and excluding the approximately $10 million
of expected one-time integration costs, SBA anticipates that its
net debt/annualized adjusted EBITDA ratio will be 8.6x to 8.8x.
SBA continues to believe a normalized net debt/annualized adjusted
EBITDA ratio of 6.0x to 8.0x is appropriate for its business, and
SBA expects its ratio to decline to the mid-7x range within 12
months after closing the AAT acquisition as a result of
anticipated growth in adjusted EBITDA.  SBA intends to refinance
the bridge financing with other indebtedness, primarily or
entirely from the issuance of collateralized mortgage-backed
securities.

SBA is receiving financial advice from Deutsche Bank Securities
Inc. and J.P. Morgan Securities Inc. on the proposed acquisition.
AAT's financial advisors were Citigroup Global Markets Inc. and
Lehman Brothers Inc.

                    About SBA Communications

SBA -- http://www.sbasite.com/-- is a leading independent owner  
and operator of wireless communications infrastructure in the
United States.  SBA generates revenue from two primary businesses
-- site leasing and site development services.  The primary focus
of the Company is the leasing of antenna space on its multi-tenant
towers to a variety of wireless service providers under long-term
lease contracts.  Since it was founded in 1989, SBA has
participated in the development of over 25,000 antenna sites in
the United States.

                   About AAT Communications

AAT Communications Corp. -- http://www.aatcommunications.com/--  
is the fifth largest independent wireless tower owner in the U.S.  
With a portfolio of approximately 1,800 owned towers and more than
6,000 managed sites spanning 48 states, AAT Communications serves
major wireless carriers and a premier group of site-management
clients.

                         *  *  *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on St. Louis, Missouri-based wireless tower operator AAT
Communications Corp. to 'BB-' from 'B-' and removed the rating
from CreditWatch, where it was placed with positive implications
on April 21, 2005.

"At the same time, Standard & Poor's assigned its 'BB+' rating to
the company's $250 million of aggregate first-lien bank loan
facilities, and a 'BB' to the company's $85 million of second lien
bank loan facilities," said Standard & Poor's credit analyst
Catherine Cosentino.


AES CORPORATION: Delays Filing of 2005 Annual Report
----------------------------------------------------
The AES Corporation was not able to file its 2005 Annual Report on
Form 10-K with the Securities and Exchange Commission by March 15,
2006.

The Company's 2005 annual report could not be filed due to the
delay in completing its 2005 audit.  The delay was due to the fact
that the Company had to allocate significant time and resources to
restate its 2004 annual report on Form 10-K and its quarterly
report on Form 10-Q for the first quarter of 2005.  The amended
reports were filed on Jan. 26, 2006.  

The Company currently anticipates that its Form 10-K will be filed
no later Mar. 31, 2006.

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

                         *     *     *

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


AGY HOLDING: S&P Assigns CCC+ Rating to Proposed $45 Million Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to specialty glass yarn manufacturer AGY Holding
Corp.  At the same time, Standard & Poor's assigned its 'B' bank
loan rating and its recovery rating of '3' to the company's
proposed $165 million first-lien secured credit facilities,
consisting of:

   * a $135 million first-lien term loan; and
   * a $30 million first-lien revolving credit facility.

In addition, Standard & Poor's assigned its 'CCC+' rating and a
recovery rating of '5' to the proposed $45 million second-lien
secured term loan.  The bank loan ratings are based on preliminary
terms and conditions.
     
Total debt, pro forma for the transaction, including present value
of capitalized operating leases, and tax-adjusted pension and
other postretirement employee benefits is $204 million for the
fiscal year ended Dec. 31, 2005.  The outlook is stable.

"The ratings reflect AGY's vulnerable business position in a
relatively narrow segment of the glass fiber market, with
concentration of revenue and operating profits in a few customers
and product-applications, and its highly leveraged financial
profile," said Standard & Poor's credit analyst Paul Kurias.
"These risk factors are partly offset by the company's
technological capabilities in some specialized product categories,
a focus on growing the contribution from value-added products, and
good market shares in the business niches in which it competes."
     
Aiken, South Carolina-based AGY, and its four operating
subsidiaries, manufacture glass yarns, which range in degree of
specialization, and technological complexity.  The company's
products are geared to niche, and sometimes customized,
applications in end-markets including:

   * aerospace,
   * ballistic armor,
   * pressure vessels, and
   * electronics.

AGY typically sells its products to an intermediary that weaves
yarns for sale to customers, although the company is significantly
involved in the marketing of its products to end-users.  Yarn,
produced at AGY's two facilities in the U.S., is segmented into
two categories:

   * E glass, and
   * S2 glass.

The latter is a high-value product for which AGY has proprietary
manufacturing capability.
     
Private investor, Kohlberg & Co. LLC is expected to acquire AGY
from a consortium of existing owners during March 2006.  AGY
emerged from Chapter 11 protection in April 2004.


ALERIS INT'L: Debt Financed Corus Deal Cues Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Aleris
International Inc., under review for possible downgrade.  This
action follows the company's announcement that it has entered into
a non-binding letter of intent to acquire the downstream aluminum
rolled products and extrusion businesses of Corus Group Plc, for
EUR700 million, or approximately $840 million, and assume roughly
EUR28 million in debt as well as certain other liabilities.  The
transaction will principally be debt financed. Citigroup and
Deutsche Bank have committed to providing the financing for the
acquisition.  The acquisition is expected to close in the third
quarter.

These ratings were placed under review for possible downgrade:

   * B1 Corporate Family Rating:

   * B2 senior secured $210 million 10.375% notes due 2010

   * B3 senior unsecured $125 million 9% notes due 2014

The review will focus on the business footprint of the businesses
to be acquired, the value they bring to Aleris, the earnings and
cash flow generation capacity of Aleris on its expanded asset
base, and integration challenges or issues.  The review will also
evaluate the timing by which Aleris can reduce debt incurred for
this transaction, particularly in light of the recent approximate
$300 million increase in debt to complete several acquisitions
made in late 2005.  The degree to which Aleris might incorporate
equity into the acquisition financing structure, thereby reducing
the deterioration in coverage and leverage ratios, would be a
positive consideration.  The review will also consider the
security packages and the ranking of the various debt instruments
within Aleris' capital structure.

Aleris, headquartered in Beachwood, Ohio, had revenues of $2.4
billion in 2005.


ALLIED HOLDINGS: PBGC Will File Nine Proofs of Claim in Lead Case
-----------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates agreed to allow
the Pension Benefit Guaranty Corporation to file nine claims in
Case No. 05-12515-WHD, on its own behalf or on behalf of the
Pension Plans.   

Each of the nine claims will state a claim against all of the
Debtors and each claim is deemed to have been filed separately in
each of the 22 Debtors' cases.  The Debtors acknowledge that each
Proof of Claim filed on or before Feb. 17, 2006, will be
considered timely filed.

The U.S. Bankruptcy Court for the Northern District of Georgia has
approved the stipulation governing the agreement.

The Pension Benefit Guaranty Corporation is a wholly owned U.S.
government corporation that administers the pension plan
termination insurance program under Title IV of the Employment
Retirement Income Security Act of 1974, as amended.

Title IV of the ERISA governs how an employer must purchase
annuity contracts for all participants in a voluntary termination.  
The Debtors have three defined benefit pension plans, all covered
by Title IV of ERISA.

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


ALLIED HOLDINGS: 8-5/8% Bond Trustee May File Consolidated Claims
-----------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Northern District of Georgia, Allied Holdings, Inc., its debtor-
affiliates and Wells Fargo Bank, National Association agree that
Wells Fargo is permitted to file consolidated proofs of claim on
its behalf and on the behalf of the holders of 8-5/8% Senior Notes
Due 2007, issued pursuant to an Indenture dated Sept. 30, 1997,
for amounts due under that Indenture, the Notes and the guarantees
of certain of the Debtors.

Amendments to the claim or claims will be deemed to constitute the
filing of that proof of claim or amendment in each of the Debtor
Guarantors' Chapter 11 cases.  The Debtors acknowledge that each
proof of claim filed on or before Feb. 17, 2006, will be
considered timely filed.

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


ALLIED HOLDINGS: Opposes T. Lindley's Move to Continue Lawsuit
--------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates do not agree to
Timothy Lindley's request to lift the automatic stay so he can
proceed with a civil action filed against the Debtors that has
been pending in the Missouri District Court for two years.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, argues that Mr. Lindley failed to demonstrate that the
Debtors' ability to reorganize would not be adversely impacted by
the continuation of his lawsuit.

As reported in the Troubled Company Reporter on Feb. 21, 2006,
Allied Systems, Ltd., discharged Mr. Lindley from his employment
as a car hauler on Sept. 11, 2003.   Mr. Lindley complained that
the discharge violated of a collective bargaining agreement
between Allied Systems, Ltd., and Local 41, International
Brotherhood of Teamsters, wherein he is a member.  Under the terms
of the CBA, Mr. Lindley could not be suspended or discharged from
his employment with the company without "just cause."

Mr. Winsberg adds that the Debtors will be prejudiced if the
matter goes forward because they are not aware of any insurance
that would cover the claims asserted by Mr. Lindley, Mr. Winsberg
says.  The Debtors may be forced to expend substantial litigation
costs in defending against Mr. Lindley's Lawsuits.

Mr. Lindley offered no evidence to show that the hardship to him
from a continuation of the stay even parallels the hardship to the
Debtors, Mr. Winsberg notes.  Moreover, Mr. Winsberg continues,
Mr. Lindley failed to offer evidence that he will succeed on the
merits of the Lawsuit.

Mr. Winsberg contends that there is no need for any litigation to
proceed at this time because Mr. Lindley is free to file a proof
of claim in the Debtors' bankruptcy estates for the alleged
monetary damages he is seeking.

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


AMAZON.COM: To Offer Financial Services Through Fidelity
--------------------------------------------------------
Amazon.com is gaining more ground in its efforts to diversify its
product offering with the recently announced team-up with Fidelity
Investments.  The agreement, according to Reuters, allows Fidelity
to promote its funds and other offerings to millions of new
costumers through Amazon.

Mark Jewell, at the Associated Press, reports that the Web-based
financial services concept is Fidelity's first foray into online
retailing with a major distributor.  

Fidelity is turning its sights on "baby boomers" as it seeks to
expand its customer base.  The AP reports that the Amazon deal
will give customers access to high-end investment services
previously affordable only to the rich.

                       About Fidelity

Fidelity Investments -- http://www.fidelity.com/-- is one of the  
world's largest providers of financial services, with custodied
assets of more than $2.5 trillion, including managed assets of
over $1.2 trillion as of Jan. 31, 2006.  Fidelity offers
investment management, retirement planning, brokerage, and human
resources and benefits outsourcing services to more than 21
million individuals and institutions as well as through 5,500
financial intermediary firms.

                      About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle, opened its
virtual doors on the World Wide Web in July 1995 and today offers
Earth's Biggest Selection.  Amazon.com seeks to be Earth's most
customer-centric company, where customers can find and discover
anything they might want to buy online, and endeavors to offer
customers the lowest possible prices.  Amazon.com and third-party
sellers offer millions of unique new, refurbished, and used items
in categories such as health and personal care, jewelry and
watches, gourmet food, sports and outdoors, apparel and
accessories, books, music, DVDs, electronics and office, toys and
baby, and home and garden.

Amazon.com and its affiliates operate seven retail websites:

http://www.amazon.com/http://www.amazon.co.uk/
http://www.amazon.de/http://www.amazon.co.jp/
http://www.amazon.fr/http://www.amazon.ca/and  
http://www.joyo.com/

                          *  *  *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Standard & Poor's Ratings Services raised its ratings on Internet
retailer Amazon.com, including raising its corporate credit rating
to 'BB-' from 'B+'.  At the same time, Standard & Poor's affirmed
its 'B-1' short-term rating on the company.  The outlook is
stable, S&P says.

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service upgraded the long-term debt ratings of
Amazon.com and assigned a positive rating outlook as a result of
the company's consistent improvement in operating margins,
reduction in funded debt levels, and strengthening operating cash
flow.  Specifically, Moody's upgraded Amazon's senior implied
rating to B1, its issuer rating to B2, the rating on Amazon's
various convertible subordinated notes issues maturing 2009 thru
2010 to B3, and multiple shelf ratings to (P) B2, (P) B3, and
(P) Caa1.  At the same time, Moody's affirmed Amazon's SGL-2
speculative grade liquidity rating.

                       Solvency Restored

Amazon's balance sheet dated Dec. 31, 2005, shows $246 million in
positive shareholder equity.  In 2001, Amazon's shareholder
deficit topped $1.4 billion.


AMERICAN COLOR: Moody's Cuts Rating on $280 Mil. Sr. Notes to Ca
----------------------------------------------------------------
Moody's Investors Service affirmed American Color Graphics,
Inc. 's Caa2 Corporate Family rating and downgraded the second
lien notes to Ca from Caa3.

The rating outlook remains negative.

The rating affirmation recognizes a recent moderation in the pace
of ACG's top line decline, the results of its ongoing cost-cutting
measures, the company's recent success in refinancing its senior
secured credit facility, and its long-standing customer
relationships.

ACG's ratings reflect the company's continuing free cash flow
losses, weak fixed charge coverage, high leverage, constrained
liquidity and relatively poor asset protection metrics.  In
addition, the ratings recognize ACG's vulnerability to the highly
competitive newspaper insert business.

The downgrade of the senior secured second lien notes reflects
Moody's assessment of the poor recovery prospects provided to
second lien noteholders in a distress scenario.  The security
claims of second lien noteholders are subordinated to
approximately $90 million in unrated senior secured first lien
credit facilities.

Since the Caa2 Corporate Family rating underscores Moody's
assessment of poor recovery prospects, an upgrade is unlikely
unless the company can demonstrate a substantial improvement in
its enterprise value.  Moody's considers that, in the absence of
additional equity funding, the company will likely consider
restructuring its balance sheet in order to address a potential
intermediate-term funding gap.

Rating downgraded:

     * $280 million senior secured second priority notes
       due 2010 -- to Ca from Caa3

Rating affirmed:

     * Corporate Family rating -- Caa2

American Color Graphics, Inc., a leading provider of print and
pre-media services, recorded sales of $440 million for the twelve
month period ended Dec. 31, 2005.  The company is based in
Brentwood, Tennessee.


AMHERST TECH: Trustee Taps Profit Refunds as Collections Agent
--------------------------------------------------------------
Olga L. Bogdanov, the chapter 7 Trustee for Amherst Technologies,
LLC, and its debtor affiliates, ask the U.S. Bankruptcy Court for
the District of New Hampshire for permission to employ Profit
Refunds Canada, Inc., as her collections agent.

Profit Refund will assist the trustee in the collection of custom
duties, grants, commodity taxes and any other governmental refunds
due to the Debtors from the Canadian government.

The trustee tells the Court that Profit Refund will receive a 40%
contingent fee of any refunds recovered.

Jocelyn Gregoire, a partner at Profit Refunds, assures the Court
that the Firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC offers enterprise class solutions including wired and wireless
networking, server and storage optimization implementations,
document management solutions, IT lifecycle solutions, Microsoft
solutions, physical security and surveillance and complex
configured systems.  The Company and its debtor-affiliates filed
for chapter 11 protection on July 20, 2005 (Bankr. D. N.H. Case
No. 05-12831).  Daniel W. Sklar, Esq., and Peter N. Tamposi, Esq.,
at Nixon Peabody LLP represents the Debtors.  Douglas McGill,
Esq., and Robert K. Malone, Esq., at Drinker, Biddle & Reath, LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.  On Oct. 21,
2005, the Court converted the Debtors chapter 11 cases into
liquidation proceedings under chapter 7 of the Bankruptcy Code.  
Olga L. Bognadov, Esq., the chapter 7 trustee, is represented by
Robert A. White, Esq., at Murtha Cullin LLP.


AMSTED INDUSTRIES: Moody's Puts B1 Rating on Proposed $700MM Debt
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Amsted Industries
Incorporated's proposed $700 Million of Senior Secured Credit
Facilities.  Moody's also affirmed the Corporate Family Rating of
B2 and the senior unsecured notes at B3 and changed the outlook to
positive from stable.

The ratings consider Amsted's lead position in most of its product
segments, and the current cyclically-high demand for the company's
products which supports the expectation of strong free cash flow
over the near term.  Amsted's record of reducing debt, and the
trend of improving debt to EBITDA and EBIT to interest also
support the rating.

Key ratings drivers include the high demand expected for Amsted's
products, which are key components of railroad cars and Class 8
trucks, Amsted's very high market share in its core segments, the
positive trend in Amsted's operating margin and key credit
metrics, and the continuing favorable relationships with
customers.  The somewhat high level of debt, the cyclical nature
of Amsted's core markets and the degree to which payments for
redemptions of ESOP shares limit Amsted's financial flexibility,
balance the rating.

The change in outlook to positive reflects Moody's expectation
that the demand for Amsted's products will remain robust over the
intermediate term, resulting in continuing favorable trends in
Amsted's EBIT margin and free cash flow to debt and further
reduction in debt to EBITDA.  The company is also expected to
improve its liquidity through a $50 million increase in the
revolver, along with a higher level of cash on hand from the
strong operating environment and stable capital expenditures.

In Moody's view, the ongoing call on cash from Amsted's
redemptions of employee holdings under the ESOP diversification
program reduces Amsted's financial flexibility and offsets the
improving credit metrics.  While Amsted's business prospects and
credit metrics could indicate higher debt ratings, when adjusting
the free cash flow for the expected call on cash from employees
tendering their shares, the net cash available to the company is
relatively modest.  In the case of Amsted, the employee
shareholders determine the level and timing of share repurchases
by exercising diversification rights under the ESOP plan rather
than the flow of cash to shareholders being controlled by the
board of directors.  This construct reduces Amsted's financial
flexibility in periods when share values are high or when employee
diversification elections exceed Amsted's actuarial assumptions,
resulting in inordinately large calls on cash.

Moody's notes that meaningful further debt reduction could be
constrained by higher than expected redemptions of ESOP shares.
Further, Moody's observes that the Notes indenture establishes a
limitation for these share repurchases through the Restricted
Payments Basket, and there is the potential for the obligatory
stock redemptions to exceed the limitations established.  However,
the new financing is among the steps Amsted is taking to address
this issue.  The new delayed-draw Term Loan B is a key component
of Amsted's plan, whereby Amsted could tender for the outstanding
Notes should the amount of the shares that must be repurchased
exceed the limitation of the Restricted Payments Basket.  If
unused, the delayed-draw Term Loan B expires on Oct. 15, 2007,
which is the first call date of the Notes.  The delayed-draw Term
Loan B may be used only to repurchase the Notes pursuant to a
tender offer or optional redemption.

The ratings could be downgraded if the end markets for Amsted's
products suffer a prolonged decline resulting in sustained
negative free cash flow, or if debt to EBITDA increases above
4.0x, or EBIT to interest falls below 2.0x.  Ratings or the
outlook could be raised if Amsted sustains free cash flow to debt
above 15% or if debt to EBITDA is sustained below 2.0x and EBIT to
interest is sustained above 6.0x, along with successful resolution
of the contingency regarding the limitation of share repurchases
set by the Restricted Payments Basket.

The Credit Facilities are expected to close in early April 2006.
Upon closing, Moody's will withdraw the ratings on Amsted's
existing senior secured credit facilities.

Ratings assigned:

Amsted Industries Incorporated: guaranteed senior secured
revolving credit facility, guaranteed senior secured term loan,
and guaranteed senior secured delayed draw term loan at B1.


ANGIOTECH PHARMA: Prices $250MM of 7.75% Senior Subordinated Notes
------------------------------------------------------------------
Angiotech Pharmaceuticals, Inc. (NASDAQ:ANPI; TSX:ANP) priced
the offering of $250 million in aggregate principal amount of
7.75% senior subordinated notes due 2014.  The offering is being
made in a private placement, and the closing of the offering is
conditioned on the satisfaction of customary conditions, the
concurrent closing of a new senior secured credit facility and the
consummation of the acquisition of American Medical Instruments
Holdings, Inc.  The notes will be guaranteed on a senior
subordinated basis by certain of Angiotech's direct and indirect
subsidiaries.

The net proceeds of the offering will be used to finance in part
the Company's acquisition of AMI, repay the existing debt of AMI,
and pay fees and expenses related to the acquisition and the
issuance of the notes.

The notes will be offered and sold in the United States only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 and outside the United States to non-United
States persons in compliance with Regulation S under the
Securities Act.  The notes have not been registered under the
Securities Act and may not be offered or sold within the United
States, or to, or for the account or benefit of, United States
persons absent such registration, except pursuant to an exemption
from, or in a transaction not subject to such registration
requirement.  The notes will also be offered and sold in certain
provinces of Canada on a private placement basis only to those
permitted to purchase notes in accordance with applicable
securities laws.

Angiotech Pharmaceuticals, Inc. -- http://www.angiotech.com/--  
develops products based on paclitaxel, the anticancer drug
developed in the 1960s.  Its PAXCEED drug aims to take advantage
of paclitaxel's anti-inflammatory properties to treat rheumatoid
arthritis, multiple sclerosis, and psoriasis.  It is also
developing surgical products coated with paclitaxel, which will
help prevent restenosis (scarring) after vascular, ophthalmic, and
other kinds of surgery.  The Company's revenue comes from license,
option and research fees.  It partners with firms like Boston
Scientific and Cook.  Chairman and CEO William Hunter founded the
Company in 1992.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Vancouver, B.C.-based Angiotech
Pharmaceuticals Inc.  

At the same time, Standard & Poor's assigned its 'B' senior
secured debt rating to Angiotech's US$250 million senior
subordinated notes and its 'BB-' rating to the company's
US$300 million term B bank loan and US$75 million revolving credit
facility, with a recovery rating of '2', indicating a substantial
recovery of principal in the event of default.  The outlook is
negative.
     
"The ratings on Angiotech reflect our concern over the company's
product concentration, its high initial lease-adjusted debt
following the recently announced acquisition of specialty medical
device manufacturer American Medical Instruments, Inc., in
February 2006, its lack of earnings visibility in the medium term,
and integration risk," Standard & Poor's credit analyst Don
Povilaitis said.  


ARVINMERITOR INC: S&P Rates $300 Million Sr. Unsecured Notes at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
auto supplier ArvinMeritor Inc.'s $300 million 4.65% convertible
senior unsecured notes due 2026.  The notes rank equally with all
of ArvinMeritor's existing and future senior unsecured
indebtedness.  The company will pay cash interest on the notes
semiannually until March 1, 2016.  After that date, no cash
interest will be paid, and the principal amount will be subject to
accretion at a rate that provides holders with an aggregate annual
yield to maturity of 4.625%.
     
The company is expected to use the net proceeds from the note
offering, together with proceeds from other sources, including
recent asset sales, to fund its pending tender offer for up to
$600 million of several outstanding note issues (the total
outstanding under those issues is $693 million and the
maturities range from 2007 to 2009).  The tender offer expires
March 27.
      
"The ratings on ArvinMeritor (ARM) reflect the firm's aggressive
financial profile," said Standard & Poor's credit analyst Robert
Schulz.  "The company is currently undergoing a restructuring
whose success is an important rating factor.  Unless the company
makes substantial progress during 2006 in improving free cash flow
generation, the ratings will be lowered.  The company must also
make operating margin improvements in its troubled light-vehicle
systems and commercial-vehicle systems."
     
The company is a global supplier of:

   * integrated systems,
   * modules, and
   * components

to the automotive and commercial vehicle industries.

These businesses are characterized by cyclical and highly
competitive end markets, so ARM faces constant product pricing
pressures and exposure to raw-material price swings.
     
The company's restructuring program is primarily targeted at its
troubled LVS segment, though it is also meant to improve the cost
structure at its CVS operations.  As part of the program, the
company is reconfiguring manufacturing capacity to better use
existing assets and to expand margins by closing, consolidating,
or downsizing 11 manufacturing facilities and reducing headcount.
It will take some time to achieve the full benefits of
restructuring activities: The company estimates that it will save
$50 million-$60 million annually.
     
ARM's profitability has been hurt as the company's CVS business
incurs additional costs from high volumes, which limit its unit's
margins at a time when demand for medium- and heavy-duty trucks is
nearing a cyclical peak.  Standard & Poor's expects those markets
to remain strong in 2006.  However, they should weaken in 2007 as
"pre-buys" in advance of new 2007 emissions standards are followed
by a falloff in demand.  As a result, Standard & Poor's is
concerned about the potential for a decline in profitability in
this segment in 2007.


AUDATEX HOLDINGS: S&P Puts B- Rating on Proposed $215 Mil. Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to San Diego, California-based Audatex Holdings LLC.
At the same time, Standard & Poor's assigned its 'B+' rating, with
a recovery rating of '2', to Audatex's proposed $530 million
first-lien senior secured bank facility, which will consist of:

   * a $50 million revolving credit facility (due 2012); and
   * a $480 million term loan (due 2013).

Standard & Poor's also assigned its 'B-' rating, with a recovery
rating of '5', to Audatex's proposed $215 million second-lien
senior secured term loan, due in 2013.  The outlook is negative.
     
The first-lien bank loan rating, which is the same as the
corporate credit rating, along with the '2' recovery rating,
reflect Standard & Poor's expectation of substantial (80%-100%)
recovery by creditors in the event of a payment default or
bankruptcy.  The second-lien bank loan rating, which is two
notches below the corporate credit rating, along with the '5'
recovery rating, reflect the rating agency's expectation of
negligible (0%-25%) recovery by creditors in the event of a
payment default or bankruptcy, given their priority in the capital
structure.

Proceeds from the facilities, along with a $100 million pay-in-
kind mezzanine note at the holding company level, and a $232
million equity contribution, will be used to fund the acquisition
of Audatex from Automatic Data Processing Inc.
      
"The ratings on Audatex reflect its relatively narrow product
focus within a mature niche marketplace and a highly leveraged
balance sheet," said Standard & Poor's credit analyst Ben Bubeck.
These are only partly offset by a largely recurring revenue base,
supported by established customer relationships, and solid
operating margins.
     
Audatex is the leading global provider of:

   * integrated software,
   * information, and
   * workflow management systems

designed to support activities within the automotive claims
process.  

While Audatex holds the second largest market share in the
relatively mature North American market, its strong leadership
position outside of North America supports its leading global
market share.  Pro forma for the proposed transaction, Audatex
will have approximately $830 million of operating lease-adjusted
total debt.


AUDATEX HOLDINGS: Pending $975MM Deal Cues Moody's Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Audatex
Holdings, LLC, and its subsidiaries in connection with its pending
acquisition of the automobile claims services business of
Automatic Data Processing, Inc.  Audatex is a holding company
controlled by an affiliate of the private equity firm GTCR Golder
Rauner, LLC.  The $975 million acquisition is expected to be
financed with aggregate proceeds of $695 million from first and
second lien term loan facilities issued by certain U.S. and
European subsidiaries of Audatex, a $100 million subordinated
mezzanine facility and a $232 million cash equity contribution.
The ratings outlook is stable.

Moody's assigned this rating to Audatex Holdings, LLC:

   * Corporate family rating, B2

Moody's assigned these ratings to Audatex Holding IV B.V., an
indirect wholly owned subsidiary of Audatex and a holding company
for certain European operating subsidiaries:

   * $25 million equivalent Euro First Lien Revolving
     Credit Facility due 2012, B1

   * $350 million equivalent Euro First Lien Term Loan
     due 2013, B1

   * $145 million equivalent Euro Second Lien Term Loan
     due 2013, B3

Business Services Group Holdings B.V., a holding company for the
Netherlands operations, will be a co-borrower under these
facilities.

Moody's assigned these ratings to Audatex North America, Inc., an
indirect wholly owned subsidiary of Audatex and a holding company
for the North American operating subsidiaries:

   * $25 million First Lien Revolving Credit Facility
     due 2012, B1

   * $130 million First Lien Term Loan due 2013, B1

   * $70 million Second Lien Term Loan due 2013, B3

The ratings are subject to the review of executed documents.

The B2 corporate family rating assigned to Audatex is constrained
by pro forma credit metrics that are weaker than average for the
rating category.  On a pro forma basis at Dec. 31, 2005, debt to
EBITDA was about 6.3 times and debt to revenues was about 2.1
times.  Moody's expects pro forma free cash flow to debt of about
4% and EBIT coverage of interest of about 1.3 times in the fiscal
year ending June 30, 2006.  These credit metrics should improve
modestly over time as the company uses excess cash flow to repay
term loan borrowings.  Moody's expects debt to EBITDA to improve
to just under 6 times by the end of fiscal 2007, which remains
high for the rating category.

Other factors constraining the ratings include:

   (1) a modest loss of market share in the U.S. market over the
       last few years;

   (2) significant price competition in the U.S. market;

   (3) foreign currency risk with 60% of fiscal 2006 revenues     
       expected to be generated outside of North America;

   (4) potential for new competitors or new software products to     
       erode market share; and

   (5) separation risks due to shared services provided by ADP
       which will need to be replace post-acquisition subject to
       a transition services agreement.

The key factors supporting the B2 corporate family rating are the
company's leading market position, geographic and customer
diversification, high barriers to entry, strong operating margins
and a highly visible recurring revenue base.

Audatex is the largest global provider of information and software
solutions to insurance carriers, automobile repair shops and
recyclers.  The company has broad geographic and customer
diversification with over 50,000 clients across 26 countries and
no single client representing over 6% of revenues.  The company
has the leading market position in each of the markets it serves
outside of North America and is the second largest competitor in
the North American market.  Due to limited competition outside of
the U.S., Audatex has a market share of approximately 80% in many
of its overseas markets.

Barriers to entry in the industry are high due to longstanding
relationships between providers and large insurance company
customers, integration of software products with client computer
systems and proprietary databases which must be localized to each
geographic market.  These factors have led to generally high
customer retention rates in the industry.

Revenue visibility in the claims processing industry is strong due
to long term relationships with key customers, predictable levels
of subscription and transaction revenue and multi-year contracts
in the U.S. business.  The company's operating margins have been
solid, exceeding 20% for each of the last three years. Despite
incremental stand alone costs to be incurred upon the separation
from ADP, Moody's believes there is room for operating margin
improvement due to cost rationalization opportunities and the off-
shoring of certain software and product development work.

Although unrestricted cash balances will be minimal at closing,
liquidity is expected to be solid due to almost full availability
under the $50 million revolving credit facility expected in the
near term.  The company is not expected to rely heavily on its
revolver due to stable cash flow generation and modest working
capital and capital expenditure requirements.

The stable ratings outlook anticipates modest overall revenue
growth and operating margin improvement driven primarily by growth
in overseas markets and cost rationalization.  Demand for the
company's technology services should remain strong due to steady
increases in automobile claims worldwide and the high value-added
nature of services provided.  Audatex has solid growth prospects
in its overseas markets due to lower levels of automated claim
penetration, slower adoption of integrated claims software,
limited competition and the potential for geographic expansion
into new markets.  Revenues in the North American market are
expected to be stable in the intermediate term with growth in
enhanced software products largely offsetting any price erosion on
core estimation products.

If competitive pressures lead to declining revenues or operating
margins such that debt to EBITDA begins to increase to about 7
times, the outlook would likely be changed to negative and the
ratings could be downgraded.  Likewise, greater than expected top
line growth or operating margin improvement that results in debt
to EBITDA of under 5 times could lead to a change in the outlook
to positive.

The B1 rating on the first lien credit facility, notched above the
corporate family rating, reflects strong enterprise value coverage
in the event of default and loss absorption support from the
second lien credit facility, mezzanine facility and the equity
base.  The B3 rating on the second lien facility benefits from
loss absorption support from the mezzanine facility and the equity
base but reflects weaker expected recovery values in the event of
default.

U.S. borrowings under the first and second lien credit facilities
benefit from first and second liens, respectively, on
substantially all the assets of Audatex North America, Inc., and
its subsidiaries and 65% of the capital stock of material foreign
subsidiaries of Audatex.  The U.S. credit facilities will benefit
from downstream guarantees from Audatex and upstream guarantees
from material U.S. subsidiaries.

European borrowings under the first and second lien credit
facilities benefit from first and second liens, respectively, on
substantially all the assets of Audatex Holding IV B.V., Business
Services Group Holdings B.V., Audatex North America, Inc., and
their material U.S., and European operating subsidiaries.  The
European credit facilities will benefit from a downstream
guarantee from Audatex and upstream guarantees from material U.S.
and foreign subsidiaries.

There is no notching differential between the U.S. and European
credit facilities due to expected loss sharing arrangements among
the lenders to the facilities.  The relative rights and priorities
of first and second lien lenders will be governed by an
intercreditor agreement.

Headquartered in San Ramon, California, Audatex is a leading
provider of information and software solutions to the automobile
claims industry.  Reported revenue for the year ended June 30,
2005 was $412 million.


ASARCO LLC: Assumption of Christensen Sampling Services Pact OK'd
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 8, 2006,
ASARCO LLC sought permission from the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to assume the
Layne Christensen Contract.

ASARCO LLC and Layne Christensen were parties to a Construction
and Repairs Contract, where Christensen performs drilling and
sampling services in exploration drill holes at agreed-upon rates,
effective as of March 22, 2005.  As of Aug. 9, 2005, $103,610 was
due and owing to Christensen under the Contract.

If the Contract is assumed, ASARCO estimates that an additional
$355,242 will be paid to Christensen under the Contract as
additional work is completed.

Judge Schmidt approved the Debtor's request and

   (a) authorized ASARCO's assumption of the Contract;

   (b) directed ASARCO to pay all existing monetary defaults;

   (c) granted adequate assurance of future performance; and

   (d) confirmed that any default under the Contract will entitle
       Layne an administrative expense claim.

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

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

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


ASARCO LLC: Subsidiary Panel & FCR Hire Legal Analysis as Advisor
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 24, 2006,
the Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and Robert C. Pate, the legal representative
for future asbestos personal injury claimants, sought authority
from the U.S. Bankruptcy Court for the Southern District of Texas
in Corpus Christi to retain Legal Analysis Systems, Inc., as their
asbestos claims estimation consultant.

Judge Schmidt approved the Subsidiary Committee's and the
Futures Representative's request.

The Subsidiary Committee and FCR believe that Legal Analysis'
services are necessary and appropriate and will assist the
Subsidiary Committee and FCR in the negotiation, formulation,
development, and implementation of a plan of reorganization.

Legal Analysis is a firm noted for its expertise and experience
in providing expert consultation and advice regarding estimation
liabilities, development of procedures and facilities, and
settlement of asbestos claims and other matters involving the
valuation and treatment of asbestos bodily injury claims, Debra
L. Innocenti, Esq., at Oppenheimer, Blend, Harrison & Tate, Inc.,
in San Antonio, Texas, tells the Court.

Legal Analysis will:

   (a) provide estimation of the number and value of present and
       future asbestos personal injury claims;

   (b) develop claims procedures to be used in the development of
       financial models of payments and assets of a claims
       resolution trust;

   (c) review and analyze the Debtors' claims database and review
       and analyze the Debtors' resolution of asbestos claims;

   (d) evaluate reports and opinions of experts and consultants
       retained by other parties to the Debtors' bankruptcy
       proceedings;

   (e) evaluate and analyze proposed proofs of claim and bar
       dates and analyze data from the proofs of claim;

   (f) provide quantitative analyses of other matters related to
       asbestos bodily injury claims as may be requested by the
       Subsidiary Committee and FCR; and

   (g) provide testimony on matters required by the Subsidiary
       Committee and FCR.

The hourly rates of Legal Analysis' professionals are:

      Professional               Hourly Rate
      ------------               -----------
      Mark A. Peterson              $700
      Daniel Relles                  425

Dr. Peterson, president of Legal Analysis Systems, Inc., discloses
that Legal Analysis has performed work in various other bankruptcy
matters, and many of the parties-in-interest in the current
bankruptcy case may have had some involvement in some or all of
those prior cases.  Nonetheless, Dr. Peterson assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code; holds no interest adverse
to the Debtors and their estates; and has no connection to the
Debtors, their creditors or their related parties.

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

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

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


ASARCO LLC: Court Approves Settlement Agreement with Minerals
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 27, 2006,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to enter into the
Settlement Agreement with Oglebay Norton Minerals, Inc.

Judge Schmidt approved the Settlement Agreement with Minerals.

ASARCO LLC's predecessor Asarco, Incorporated, and Oglebay Norton
Minerals, Inc., were parties to an October 1995 Slag Purchase
Agreement.  Minerals was obligated to remove all "minus 50" fines
from a slag stockpile in ASARCO's El Paso, Texas facility, or pay
ASARCO $0.65 per ton of the unremoved Fines.

ASARCO and Minerals have long disputed the actual volume of the
Fines in the slag stockpile, as well as the interpretation and
application of the Slag Purchase Agreement.

In December 2005, the Texas Commission on Environmental Quality
issued Notices of Violations to the Parties, requiring them to
remove the Fines from an adjacent historic cemetery property.  
The Parties debated the source of the Fines and the extent of
their obligations, if any, to remove them.

To resolve their disputes, the Parties have agreed:

   (a) to terminate the Slag Purchase Agreement;

   (b) that Minerals will negotiate with TCEQ and perform
       necessary clean-up activities at the Cemetery.  Minerals
       will pay $0.65 per ton to ASARCO for 400,000 tons of
       existing Fines materials, plus the same rate for any
       additional Fines removed from the Cemetery;

   (c) that ASARCO will release Minerals from all obligations
       contained in the Slag Purchase Agreement, and allow the
       placement of any Fines removed from the Cemetery on the
       ASARCO property; and

   (d) to mutually release each other from all financial
       obligations related to the Cemetery cleanup.  

However, the Settlement Agreement do not release the Parties from
potential claims that may exist related to environmental damage,
personal injury, or property damage in or around El Paso, Texas.

Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas, told
the Court that the Settlement Agreement is reasonable, fair and
equitable.

Mr. Kinzie explains that ASARCO LLC can use the Fines materials,
including the Fines removed from the Cemetery in its ongoing
efforts to fill, grade, and cover portions of its El Paso
property.  ASARCO will also have control over the Fines, hence,
it can take steps to prevent their being blown around.

The Settlement Agreement also allows the Parties to resolve their
disputes without need of potentially costly and protracted
litigation.

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

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

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


ATMEL CORP: Posts $32.8 Mil. Net Loss for the Year Ended Dec. 31
----------------------------------------------------------------
Atmel Corporation delivered its financial results for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 16, 2006.

Atmel Corporation incurred a $32,898,000 net loss on $1,675,715 of
net revenues for the year ended Dec. 31, 2005.  At Dec. 31, 2005,
the company's balance sheet shows $1,927,345,000 in total assets,
$987,054 in total liabilities, and $940,291,000 in positive
stockholders' equity.

Full-text copies of Atmel Corporation's financial statements for
the year ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?6ac

Atmel Corporation designs, develops, manufactures, and markets
nonvolatile memory and logic integrated circuits using its
proprietary complementary metal-oxide semiconductor technologies.

                       *     *     *

Standard & Poor's Rating Services assigned its single-B long-term
foreign issuer and long-term local issuer credit ratings to Atmel
Corp. on Oct. 24, 2001, and said the outlook, at that time, was
negative.


BANCO GMAC: Moody's Put's Bank's Financial Strength Rating at D-
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Banco
GMAC S.A.  These are a D minus bank financial strength rating,
long-term global local currency deposit rating of Ba2, under
review for downgrade, and short-term global local currency deposit
rating of Not Prime, with a stable outlook.  

Moody's also assigned a national scale deposit rating of Aa3.br in
the long-term and BR-1 in the short-term, both under review for
downgrade.  The long and short-term foreign currency deposit
ratings of B1 and Not Prime, respectively, are at Brazil's country
ceiling, and have a positive outlook.

Moody's said that ratings for Banco GMAC are supported by the
bank's financial metrics, and its profitability and granular asset
quality, in particular, which compare well to peers', and which
reflect the bank's niche business strategy centered in vehicle
financing for General Motors' operations in Brazil.  The bank's
core earnings are robust, and they are indicative of high margins
prevailing in its consumer business.

Banco GMAC is a subsidiary of General Motors Acceptance
Corporation -- GMAC, and as such, it benefits from the parent's
expertise in consumer financing and corporate solutions, including
systems and credit monitoring.  Banco GMAC's franchise is
intrinsically linked to the operations of General Motors do
Brasil; the bank finances a substantial percentage of GM's retail
car sales, largely using GM's network of authorized car dealers as
agents for loan origination.  Moreover, the bank's operational
performance is linked to the factory's goals as it determines
product and marketing strategies, including pricing incentives,
which may affect the bank's earnings.

Moody's Ba2/NP global local-currency deposit ratings assigned to
Banco GMAC incorporate the potential support of its parent
company, GMAC, which is rated Ba1 for senior unsecured debt, and
Not Prime, for short term.  Moody's changed the review status of
GMAC's Ba1 long-term rating to "review for possible downgrade"
from "review with direction uncertain", and confirmed GMAC's Not
Prime short-term rating.  Those actions are reflected in the
ratings of the Brazilian subsidiary.

Banco GMAC is headquartered in Sao Paulo, Brazil.  As of December
2005, the bank had total assets of approximately $1.3 billion and
equity of $245 million.

These ratings were assigned to Banco GMAC S.A.:

   * Bank Financial Strength Rating: D-, stable outlook

   * Global Local Currency Rating: Ba2 long-term local currency
     deposit rating, under review for downgrade, and Not-Prime
     short-term local currency deposit rating, stable outlook

   * Foreign Currency Deposit Rating: B1 long-term foreign
     currency deposit rating, and Not Prime short-term foreign
     currency deposit rating, positive outlook.

   * National Scale Deposit Ratings: Aa3.br long-term deposit
     rating and BR-1 short-term deposit rating, under review for
     downgrade.


BIJOU-MARKET: Hires St. James Law as Bankruptcy Counsel
-------------------------------------------------------
Bijou-Market, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Northern District of California to employ
St. James Law, P.C., as its bankruptcy counsel.

St. James Law is expected to:

    a. assist the Debtor with respect to its operation as a
       debtor-in-possession;

    b. assist the Debtor with respect to operating matters and
       filing of reports as required by the Office of the U.S.
       Trustee;

    c. assist the Debtor in the administration of claims,
       including the solicitation of a claims bar date and
       evaluation of timely filed proofs of claim;

    d. assist in the formulation and prosecution of a plan of
       reorganization; and

    e. provide general counsel and representation in the course of
       the Debtor's chapter 11 proceedings.

The Debtor tells the Court that Michael St. James, Esq., the sole
shareholder and officer of St. James Law, bills $475 per hour for
his services.  Mr. St. James disclosed that he has received a
$50,000 prepetition retainer.

Mr. St. James assures the Court that his Firm does not represent
any interest adverse to the Debtor or its estate.

Bijou-Market, LLC -- http://www.msclive.com/-- operates an adult  
entertainment facility on Market Street in San Francisco.  The
company filed for chapter 11 protection on Feb. 28, 2006 (Bankr.
N.D. Calif. Case No. 06-30118).  Michael St. James, Esq., at St.
James Law, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed assets totaling $620,458 and debts totaling $66,308,352.


BIJOU-MARKET: Section 341(a) Meeting Scheduled for April 4
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Bijou-
Market, LLC's creditors at 11:00 a.m., on Apr. 4, 2006, at the San
Francisco U.S. Trustee Office, Office of the U.S. Trustee, 235
Pine Street, Suite 850 in San Francisco, California.  This is the
first meeting of creditors required under Section 341(a) of the
U.S. Bankruptcy Code in the Debtors'
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Bijou-Market, LLC -- http://www.msclive.com/-- operates an adult  
entertainment facility on Market Street in San Francisco.  The
company filed for chapter 11 protection on Feb. 28, 2006 (Bankr.
N.D. Calif. Case No. 06-30118).  Michael St. James, Esq., at St.
James Law, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed assets totaling $620,458 and debts totaling $66,308,352.


BRASOTA MORTGAGE: Ch. 11 Trustee Will Pay $14 Million to Investors
------------------------------------------------------------------
Tom Bayles at the Sarasota Herald-Tribune reports that Judge K.
Rodney May of the U.S. Bankruptcy Court for the Middle District of
Florida approved a 10% interim distribution of Brasota Mortgage
Company Inc.'s money, up to $14 million, to almost 1,800
investors.

According to Mr. Bayles, secured investors (who argue they bought
specific, money-making mortgages) will be paid in full before the
unsecured creditors split what's left.  

The company was placed in receivership more than a year ago.  
Gerard McHale, the Debtors' Chapter 11 trustee, has worked
diligently to recover as much as possible of the $142 million
investors are owed.

Mr. McHale contends that most investors are unsecured because they
lacked possession of the original notes from the borrowers.  
Possession of a note from Brasota, Mr. McHale says, means the
claim is unsecured.  

About 500 creditors filed separate proofs of claim asserting both
secured and unsecured status.  The 10% distribution will only
apply to those with bona fide undisputed, unsecured claims, but
the distribution plan leaves the door open for others to convert
to unsecured status, Tilde Herrera at the Bradenton Herald
reports.

About half of the split claimants have converted, saving the
estate at least $1.25 million in potential litigation costs.  
Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns
LLP, told Ms. Herrera in an interview, adding that the cost of
adjudicating each contested claim is at least $5,000.

On March 2, 2006, the trustee filed a blanket objection to all
secured claims.  The creditors have 30 days to respond if they
plan to convert or contest their claim.  The trustee will file for
a default judgment against those who don't respond.

To date, the Trustee has brought Brasota's liquid assets up to
$66 million, up from $62 million last month and from $22 million
when he was appointed in April, 2005.  By the end of March, he
hopes to retrieve up to $70 million, leaving about $25 million in
recoverable assets, Mr. McHale said.  By the end of 2006, he hopes
to bring in another $15 million.

Headquartered in Bradenton, Florida, Brasota Mortgage Company Inc.
is a full service mortgage lender.  The Company and its affiliates
filed for chapter 11 protection on April 4, 2005 (Bankr. M.D. Fla.
Case No. 05-06215).  Heath A. Denoncourt, Esq., at Hinshaw &
Culbertson LLP, represents the Debtors in their restructuring
efforts.  Gerard A. McHale, Jr., was appointed as chapter 11
trustee on April 14, 2005.  When the Company filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


BRICOLAGE CAPITAL: May 1 Bar Date Set for Filing Proofs of Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
set 5:00 p.m. on May 1, 2006, as the deadline for all creditors
owed money by Bricolage Capital, LLC, on account of claims arising
prior to Oct. 14, 2005, to file formal written proofs of claim.

Creditors must deliver their claim forms either by mail, by hand
or overnight courier to:

            The United States Bankruptcy Court
            Southern District of New York
            One Bowling Green, Room 534
            New York, New York 10004-1408

Headquartered in New York, New York, Bricolage Capital, LLC, filed
for chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y.
Case No. 05-46914).  Schuyler G. Carroll, Esq., at Arent Fox PLLC,
represents the Debtor in its restructuring efforts.  No creditors'
committee has been appointed to date in Bricolage's chapter 11
case.  When the Debtor filed for protection from its creditors, it
estimated assets of $1 million to $10 million and debts of $10
million to $50 million.


BUMBLE BEE: Moody's Puts Ba3 Rating on Revolving Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the senior
secured revolving credit and term loan facilities available to
Bumble Bee Foods, LLC and Clover Leaf Seafoods, L.P., as joint and
several obligors.  Moody's also assigned a Ba3 corporate family
rating and a SGL-2 speculative grade liquidity rating to Bumble
Bee.  The outlook on all ratings is stable. This represents the
first rating assigned to these borrowers.

Moody's considered Bumble Bee and Clover Leaf's ratings in
relation to certain key rating drivers for the food industry:

   (1) Scale and diversification -- Ratings are limited by the
       companies' relatively small size, and focused product
       niche.  The obligors are processors of shelf stable fish
       and selected other proteins.  The majority of revenues are
       generated in the US and Canada.  The food categories in
       which the obligors compete are very mature and show little
       to no per capita consumption growth.  In particular, the
       US canned tuna category is highly commoditized, and
       subject to severe price competition.  Bumble Bee and
       Clover Leaf's ratings are supported by their solid market
       shares in shelf stable fish and protein products.  The
       obligors' key products include canned and other shelf
       stable tuna, salmon, sardines, clams, meat, and chicken
       sold under the Bumble Bee, Clover Leaf, Brunswick, King
       Oscar, and Castleberry's brands, to name a few.  Although
       the company has begun expanding its product offerings to
       categories outside its traditional canned seafood
       offerings, new product offerings -- such as canned stews
       and chowders -- remain in very mature categories facing
       stiff competition from much larger firms such as Campbell
       Soup, General Mills, and ConAgra.  Moody's also views the
       event risk of acquisitions as material as this is how the
       company has grown over the past few years, and will likely
       seek to expand in the future.

   (2) Franchise strength and growth potential -- The obligors'
       franchise strength and growth potential is moderate.  
       While market shares are strong, the traditional canned
       seafood categories in which it competes are very mature,
       and subject to high competition and price promotion.  In
       Canada, products possess a greater brand following and
       command higher profit margins.

   (3) Distribution environment and pricing flexibility with
       customers -- Bumble Bee's and Clover Leaf's brand strength
       give them a modest amount of pricing flexibility with
       retailers.  That said, they are exposed to various forms
       of commodity volatility, whether it be from its reliance
       on worldwide supplies and catches of fish protein, to
       packaging and fuel costs.  They have not always been able
       to fully pass on cost increases to customers.

   (4) Assessment of cost efficiency and profitability -- The
       obligors' profit margins and return on assets are low in
       relation to other consumer packaged food companies. This
       is likely due to the high competition and commodity-like
       characteristics of some key products such as tuna.  But
       within this highly competitive environment, Bumble Bee and
       Clover Leaf have established a successful raw material
       sourcing network whereby fish protein is sourced and
       processed from locations which provide the lowest cost
       given the varying tariff and duty regimes in place in the
       US and Canada.

   (5) Financial policies and credit metrics -- Cash flow based
       leverage is high and credit metrics relatively weak for
       the Ba3 rating category with retained cash flow to net
       debt of just over 2%.  Bumble Bee's and Clover Leaf's
       ratings are limited by their role as the key cash
       generating operations of their ultimate owner -- Connors
       Bros. Income Fund.  Connors Bros. is a publicly-traded
       Canadian Income Trust which pays out the majority of the
       cash generated by its operations via distributions to its
       unit holders.  Connors' maintenance of a strong equity
       price and tax free status is highly reliant on its ability
       to maintain a high annual cash payout -- which in turn
       means a continuing withdrawal of cash from Bumble Bee and
       Clover Leaf.  Although distributions are managed in order
       to allow operations to retain sufficient cash to fund
       capital expenditures and support growth, it provides
       little remaining cash to materially improve debt
       protection measures over the foreseeable future.

The risks inherent in the Canadian income fund structure are
partially mitigated by covenants within the bank agreement.  The
financial covenant tests include maximum Debt/EBITDA and minimum
EBITDA/Interest tests.  Protection is also provided by triggers in
the bank agreement which require the deferral of dividends and of
interest payment on intercompany subordinated debt -- and hence
cash conservation -- at more restrictive levels of Debt/EBITDA --
and distributable cash.  Moody's notes positively, however,
Connors management's willingness over the past year to reduce its
annual distribution when cash generated by Bumble Bee's and Clover
Leaf's operations was lower than expected.

The SGL-2 speculative grade liquidity rating reflects good
liquidity over the next 12 months, supported by sufficient cash
flow generation to cover capital spending, as well as cash
distributions to unitholders.  The $75 million committed revolving
credit facility will have only limited usage throughout the year,
with over $50 million available throughout the period. We expect
the borrowers to be well within compliance of their maximum 3.50X
Debt/EBITDA and minimum 3.0X EBITDA/Interest financial covenants.  
The SGL-2 also reflects the high levels of cash which is
continually upstreamed from Bumble Bee and Clover Leaf to CBIF and
distributed to CBIF unitholders.  While there are covenants which
restrict these distributions, pressure to maximize cash
distribution from our borrowers will remain a key strategic goal.  
The SGL-2 also reflects that the borrower's assets are almost
fully pledged to the bank lenders, leaving few unencumbered assets
which could be liquidated to generate cash under a stress
scenario.

The senior secured debt is rated at the same level as the
corporate family rating as it represents the preponderance of the
company's debt.  The senior secured debt at Bumble Bee and Clover
Leaf is supported by upstream, downstream, and cross guarantees
from all material subsidiaries and holding companies within the
CBIF structure.  For this reason, Moody's analysis is based upon
CBIF's consolidated financial statements.

Going forward, a key ongoing rating consideration will be the
willingness of CBIF to maintain cash distributions from Bumble Bee
and Clover Leaf -- either via intercompany debt service or
dividends -- at levels which permit a comfortable cushion to
service debt, as well as to allow sufficient reinvestment in the
business.

Asset coverage for senior secured creditors is good, with assets
under a distressed scenario covering senior creditors by
approximately 190%.  Coverage from an enterprise perspective is
strong, with a modest four times multiple of EBITDA sufficient to
cover all secured debt.

The stable outlook assigned to the obligors' ratings reflects
Moody's view that CBIF will continue to manage the borrowers'
operations in order to continue to maximize cash distributions
from its operations while continuing to build and strengthen their
business -- resulting in little to no debt or leverage reduction
in the years ahead.  Over time, positive rating pressure could
build if Connors were to reduce the overall effective debt load,
retain more cash within the business hence reducing overall cash
flow leverage such that debt/EBITDA falls consistently below 3.0X,
the and EBIT/interest exceeds 4.0X, and free cash flow to debt
exceeds 3%.  Downward rating pressure could build if operating
performance falters, cash distributions are sustained at levels
which do not permit adequate debt coverage or sufficient
reinvestment into core operations.  Downward pressure would also
build if cash flow leverage increases such that Debt/EBITDA
exceeds 4.0 times and EBIT/interest falls and remains below 3.0X,
and free cash flow to debt is negative.

The senior secured bank facilities are rated at the corporate
family rating as they represent the preponderance of debt in this
capital structure.  The facilities are secured by a perfected
first priority lien on substantially all tangible and intangible
assets of the borrowers and guarantors, including intercompany
notes held by any borrower or guarantor.  Security also includes a
pledge of capital stock of the borrowers and guarantors, but
limited to 66% of the capital stock of each first-tier foreign
subsidiary.  Key covenant provisions include a limitation on
restricted payments -- including debt service on intercompany debt
-- unless certain financial ratios are met.  Another is a
prohibition against the parent from paying out more than 110% of
its distributable cash in the form of distributions in 2006,
capped at 100% thereafter.  Financial covenants are based upon the
consolidated financial statements of CBIF.

Bumble Bee Foods, LLC and Clover Leaf Seafoods, L.P., with
combined revenues of approximately $883 million, are manufacturers
of branded, shelf stable fish and other assorted protein products.  
These companies are the core operating subsidiaries of Connors
Brothers Income Fund.


CALPINE CORP: Wants to Implement Employee Severance Program
-----------------------------------------------------------
Calpine Corporation and its debtor-affiliates currently employ
over 3,000 employees in a number of highly complex functions, many
of whom have developed valuable institutional knowledge regarding
the Debtors' commercial operations, plant operations and
relationships with the Debtors' customers, vendors, regulators and
advisors.  

As a result of their Chapter 11 cases, the Debtors are concerned
that the perceived lack of job security consequently may reduce
the Employees' incentive to perform at maximum levels and may
distract them from their duties.  Thus, the Debtors have designed
a severance program to address Employee concerns by providing a
modest economic safety-net that will provide comfort to Employees
in their decision to remain committed to the Debtors during these
Chapter 11 Cases.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, New York,
relates that on the Petition Date, the U.S. Bankruptcy Court for
the Southern District of New York authorized the Debtors to pay up
to $300,000 in severance payments to certain employees under
Calpine's prepetition severance program.  However, the Debtors did
not seek broad authority to continue the prepetition severance
program at that time.

In formulating the terms of the new Severance Program, the
Debtors have balanced the need to maintain Employee morale and
loyalty with the financial constraints under which the Company
now operates.  Mr. Cantor assures the Court that the Severance
Program is carefully structured to avoid unnecessary or excessive
benefits and is narrowly tailored to provide severance benefits
that are:

     * within the norm of benefits provided to employees in
       similar chapter 11 cases; and

     * commensurate with the contribution that each Employee
       makes to the Debtors' ongoing operations and, ultimately,
       the success of the Chapter 11 Cases.

To assist with the development of the Severance Program, the
Debtors retained Watson Wyatt Worldwide, a leading global human
resources consulting firm that specializes in the design of
employee and executive compensation, incentive and severance
programs.

The Severance Program the Debtors propose is intended to replace
the Prepetition Severance Program that was provided to Employees
at the director level and below only.  While the proposed
Severance Program provides a benefit within the range of
comparable severance programs adopted in other Chapter 11 cases,
the proposed benefit is of lesser value than was available to
Employees previously eligible for the Prepetition Severance
Program.

The components of the Severance Program are:

   (1) Eligibility -- All full-time Employees, without written
       employment agreements, generally are qualified for
       benefits under the Severance Program.  However, under the
       terms of the Severance Program, benefits will be provided
       only to those Employees whose employment is terminated
       involuntarily and without cause.  Employees who are
       terminated for cause or who voluntarily terminate their
       own employment are not eligible for the benefits provided
       by the Severance Program;

   (2) Consideration -- Severance benefits are contingent on the
       Employee's execution of a release of all claims and
       execution of a written agreement containing non-
       solicitation, noncompetition, non-disclosure and non-
       disparagement provisions;

   (3) Salary Continuation -- The primary cash component of the
       Severance Program consists of payments to eligible
       Employees in the form of salary continuation, as opposed
       to the lump-sum payment provided by the Debtors'
       Prepetition Severance Program.  The salary continuation
       benefit is measured in terms of the number of weeks of
       salary provided to eligible Employees and varies based on
       Employee level and, in certain instances, years of
       service;

   (4) Accrued Vacation -- The Severance Program provides an
       additional cash benefit equal to a maximum of one year's
       worth of accrued vacation time for each Employee.  Thus,
       the maximum payment to an Employee under this component of
       the Severance Program would amount to salary for five
       weeks, the maximum vacation time an Employee can accrue in
       one year.  Actual payments to eligible Employees will vary
       according to the remaining vacation time in the Employees'
       vacation banks at the time of their termination;

   (5) Benefits Continuation or Outplacement Services -- Eligible
       Employees may elect either benefits continuation or
       outplacement services at the time of their termination.  
       Most Employees will receive twelve weeks of benefits
       continuation or outplacement services, whichever they
       elect.  For Employees at the director/manager level and
       higher, either benefits continuation or outplacement
       services will be provided for a period equal to the period
       of that Employee's salary continuation under the Severance
       Program; and

   (6) Severance Mitigation -- For Employees at the Executive
       vice president and Senior vice president level who obtain
       alternate employment within the time that they are
       entitled to receive salary continuation and other benefits
       under the Severance Program, the severance payments and
       other benefits will be terminated after 26 weeks or the
       day on which the Employee commences alternate employment,
       whichever is later.

Calpine proposes this schedule of payments and benefits:

Employee       Number of
Level          Employees    Severance Benefit
--------       ---------    -----------------
EVPs/SVPs         33        39 weeks' Base Salary continuation,
                            Accrued Vacation and Benefits
                            continuation or Outplacement Services  
                            at the Employee's option

VPs               88        26 weeks' Base Salary continuation,
                            Accrued Vacation and Benefits
                            continuation or Outplacement services
                            at the Employee's option

Directors &       58        17 weeks' Base Salary continuation,
Managers                    Accrued Vacation and Benefits  
                            continuation or Outplacement Services
                            at the Employee's option

All Other      2,359        2 weeks' Base salary continuation
Employees                   per year of service (Minimum 4 weeks,
                            maximum 12 weeks), Accrued vacation
                            and 12 weeks Benefits continuation
                            or Outplacement Services at the
                            Employee's option

Using a 10% across-the-board reduction in force for purposes of
illustration, the Debtors estimate that the proposed Severance
Program would cost Calpine approximately $10,800,000 over a two-
year period.  Using the same estimate, the Debtors estimate that
the Severance Program would result in savings of $57,000,000 over
the same two-year period for a net savings of approximately
$46,000,000.

Mr. Cantor tells the Court that upon approval of the Severance
Program, the Debtors will implement a system to monitor Severance
Program payments on an ongoing basis so that, if payment is
required to be made to any insider, the payment will be capped in
accordance with the thresholds outlined in Section 503(c)(2)(B)
of the Bankruptcy Code, that the aggregate payment to an insider
during any calendar year will not exceed 10 times the mean
severance payment made to non-management Employees in the same
calendar year.

By this motion, the Debtors ask the Court for authority to
implement the Severance Program.

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


CARL YECKEL: Chapter 7 Trustee Wants Case Dismissed
---------------------------------------------------
James W. Cunningham, Chapter 7 Trustee appointed in Carl Yerkel's
bankruptcy case, asks the U.S. Bankruptcy Court for the Northern
District of Texas to dismiss the Debtor's bankruptcy proceedings.

The trustee says that the Debtor's chapter 11 case was nothing
more than a two-party dispute between the Debtor and the King
Foundation.  The trustee tells the Court that the King Foundation
and the Debtor have engaged in bitter and heated litigation since
2003.  The trustee says that the automatic stay has been lifted to
permit the King Foundation and the Debtor to complete an appeal in
state court determining the validity of the only claim in this
case.

The trustee sees that if the Debtor wins, then there will be no
creditors.  If the King Foundation wins, then there will be a
large non-dischargeable judgment.  The trustee argues that by
prolonging the Debtor's bankruptcy case, he and the Court will be
drawn deeper into the protracted litigation between the Debtor and
the King Foundation, and this will add nothing but another layer
of administrative expenses.  

The trustee also discloses that there are no more assets or cash
in the estate and he has already incurred several thousand dollars
in legal fees investigating the Debtor's affairs.

The trustee contends that the interests of creditors and the
Debtor would be best served by dismissal of the bankruptcy case.

Residing in Dallas, Texas, Carl Yerkel filed for chapter 11
protection on August 12, 2005 (Bankr. N.D. Tex. Case No.
05-39136).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas, represents the Debtor.  When the Debtor filed for
protection from his creditors, he estimated assets between $1
million to $10 million and debts between $10 million to $50
million.  On Nov. 3, 2005, the Court converted the Debtor's
chapter 11 case to a chapter 7 liquidation.  James W. Cunningham
is the Chapter 7 Trustee for Carl Yerkel's bankruptcy estate and
is represented by Charles Brackett Hendricks, Esq., at Cavazos,
Hendricks & Poirot, P.C.


CBRL GROUP: S&P Downgrades Corporate Credit & Debt Ratings to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lebanon, Tennessee-based CBRL
Group Inc. to 'BB+' from 'BBB-'.  The ratings remain on
CreditWatch with negative implications, where they were placed on
Jan. 25, 2006.
     
The rating actions follow CBRL's announcement that its board of
directors has authorized a modified "Dutch Auction" tender offer
to purchase up to $800 million of common stock.  The company also
announced it secured senior financing of up to $1.25 billion from
Wachovia Securities and plans to use a portion to fund the tender
offer.  Simultaneously, CBRL announced it intends to file a
registration statement under the Securities Act of 1933 for the
sale of the common stock of its wholly owned subsidiary Logan's
Roadhouse, Inc. to the public.
      
"The rating action," said Standard & Poor's credit analyst Diane
Shand, "reflects Standard & Poor's assessment that CBRL no longer
possesses an investment-grade financial policy in light of the
announced debt-financed Dutch tender offer."  In addition, she
explained, "we will meet with management to evaluate the pro forma
capital structure and financing plans," as well as management's
future financial policy and growth initiatives.


CBRL GROUP: Outlines Plan Backed by $1.25 Billion Senior Financing
------------------------------------------------------------------
Comprehensive Restructuring Plan includes recapitalization and
subsidiary divestiture; Plan Backed By $1.25 billion in committed
financing

CBRL Group, Inc.'s (Nasdaq: CBRL) Board of Directors unanimously
approved a comprehensive plan of strategic initiatives for
restructuring the Company with the goal of increasing shareholder
value.

The plan includes:

     -- a modified "Dutch Auction" tender offer common stock
        repurchase plan of up to $800 million;

     -- fully committed senior financing of up to $1.25 billion by
        Wachovia Securities, a portion of which will be utilized
        to fund the tender offer; and

     -- divestiture of the Company's wholly-owned subsidiary,
        Logan's Roadhouse, Inc., the proceeds of which could be
        used to repurchase additional CBRL common stock, to reduce
        debt, and/or for other general corporate purposes.

"This plan resulted from the strategic review we began last autumn
intended to improve the overall performance of the Company and to
enhance value for our shareholders," Chairman, President and Chief
Executive Officer Michael A. Woodhouse said.  "We believe that
these initiatives will deliver to our shareholders value formerly
not fully recognized by the market.

"The plan provides balance between short term and long term
investment goals for shareholders," Mr. Woodhouse added.  "Those
shareholders who have seen the value of their shares increase and
who wish now to realize that value will have an opportunity to do
so by participating in the modified Dutch Auction tender offer.  
At the same time, those shareholders who have longer-term goals of
continued ownership can participate in the future performance of
the Company, including the potential benefit from the reduced
number of shares outstanding after the tender offer and the growth
in value to be expected in future years as debt is paid down.  
Although the plan represents significant new indebtedness on the
part of the Company, we believe that the cash flow from our
Cracker Barrel Old Country Store concept will continue to be
strong and more than sufficient to service the debt and finance
Cracker Barrel's continued expansion.  Furthermore, the committed
financing retains our substantial ownership of real estate,
preserving continued underlying financial strength, stability and
flexibility."

CBRL's financial advisor, Wachovia Securities, assisted in
developing the restructuring plan and will arrange and lead a
syndicate of banks and financial institutions that will provide
the financing.  Wachovia Securities will fully underwrite the
$1.25 billion financing, and closing of the financing will be
subject to negotiation of loan documentation and the satisfaction
of customary conditions.  The Company anticipates closing on the
proposed $1.25 billion financing on or before May 15, 2006.  It
expects the financing will take the form of:

     * an $800 million conventional bank term loan,
     * a $250 million bank revolving credit facility, and
     * a $200 million delayed draw term loan

which could be used for a future refinancing of the Company's
existing convertible debt.

The modified Dutch Auction tender offer is expected to commence in
April and terminate at or about the time of the closing of the
financing.

The divestiture of Logan's is expected to be completed by the end
of the fourth quarter of fiscal 2006 or during the first quarter
of fiscal 2007.  In compliance with Securities and Exchange
Commission rules and guidelines, the Company will cease reporting
Logan's sales in its monthly sales update press releases.

Headquartered in Lebanon, Tennessee, CBRL Group, Inc. --
http://www.cbrlgroup.com/-- presently operates 536 Cracker Barrel  
Old Country Store restaurants and gift shops located in 41 states
and 133 company-operated and 24 franchised Logan's Roadhouse
restaurants in 20 states.

CBRL Group, Inc.'s $422,050,000 Liquid Yield Option(TM) Notes
(Zero-Coupon-Senior) due 2032 carry Standard & Poor's BB+ rating.


CHEMTURA CORP: Will Hold Annual Stockholders Meeting on April 27
----------------------------------------------------------------
Chemtura Corporation will hold its annual stockholders' meeting at
11:15 a.m. on Thursday, April 27, 2006, at the Sheraton Stamford
Hotel, 2701 Summer Street located in Stamford, Connecticut.

Chemtura Stockholders will be asked to:

   -- elect four directors;

   -- approve a proposal to amend the Company's Amended and
      Restated Certificate of Incorporation to eliminate the
      classified board;

   -- approve the 2006 Chemtura Corporation Long-Term Incentive
      Plan; and

   -- ratify the Board of Directors' selection of an independent
      auditor for the fiscal year ending Dec. 31, 2006.

A full-text copy of Chemtura Corp.'s proxy statement is available
for free at http://ResearchArchives.com/t/s?6ad

Chemtura Corporation -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  Headquartered in
Middlebury, Connecticut, the company has approximately 7,300
employees around the world.

                          *   *   *

As reported in the Troubled Company Reporter on Mar 17, 2006,
Standard & Poor's Ratings Services revised its outlook on
Middlebury, Connecticut-based Chemtura Corp. to positive from
stable and affirmed the existing 'BB+' ratings.  The outlook
revision recognizes the potential for a meaningful strengthening
of key cash flow protection measures because of continuing higher
earnings and debt reduction.

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed Ba1 ratings on all of Chemtura
Corporation's outstanding $1.27 billion of senior unsecured debt
obligations, and changed the outlook on the company's ratings to
negative from stable.  


CINCINNATI BELL: S&P Affirms B+ Corp. Credit & Sec. Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery ratings
on $650 million of secured credit facilities and $50 million of
secured notes of diversified telecommunications carrier Cincinnati
Bell Inc. to '2' from '3' and removed them from CreditWatch.  The
ratings were placed on CreditWatch with positive implications on
Jan. 6, 2006.  The '2' recovery rating denotes prospects for
substantial (80%-100%) recovery of principal in the event of a
payment default.
     
At the same time, Standard & Poor's affirmed its other ratings on
CBI, including:

   * the 'B+' corporate credit rating;

   * the 'B+' secured bank loan and secured notes ratings; and

   * the 'BB-' rating on the senior unsecured debt of the
     company's wholly owned incumbent local exchange carrier
     subsidiary, Cincinnati Bell Telephone Co.
     
The recovery rating action followed the completion of CBI's
purchase of minority partner Cingular Wireless LLC's 19.9% share
in their wireless joint venture, Cincinnati Bell Wireless LLC,
which was subsequently contributed to the bank loan's security
package.
     
"The ratings on CBI reflect the company's aggressive leverage,
coupled with prospects for increasing competition faced by both
CBT and CBW," said Standard & Poor's credit analyst Catherine
Cosentino.
     
The outlook is negative.  As of Dec. 31, 2005, the company had
$2.1 billion of total debt outstanding.


CINCINNATI BELL: Will Hold Annual Stockholders' Meeting by Apr. 28
------------------------------------------------------------------
Cincinnati Bell, Inc., will hold its annual stockholders' meeting
at 11:00 a.m. on Friday, April 28, 2006, at the METS Center,
located at 3861 Olympic Boulevard in Erlanger, Kentucky.

Cincinnati Bell stockholders will be asked to:

   -- elect three Class I directors to serve three-year terms
      ending in 2009;  

   -- ratify the appointment of Deloitte & Touche LLP as the
      independent accounting firm to audit the company's
      financial statements for the year 2006; and  

   -- consider any other matters that may properly come before the
      meeting.

A full-text copy of Cincinnati Bell's proxy statement is available
for free at http://ResearchArchives.com/t/s?6ae

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

At Dec. 31, 2005, the Company's equity deficit widened to
$737.7 million from a $624.5 million deficit at Dec. 31, 2004.


COLLINS & AIKMAN: Resolves Transition Issues Related to GM Program
------------------------------------------------------------------
General Motors Corporation issued certain purchase orders to
Collins & Aikman Corporation and its debtor-affiliates regarding a
certain program, under which the Debtors agreed to manufacture the
cockpit, instrument panel and center console for the Program.

GM has elected to resource the GM Program from the Debtors to
another supplier and has requested the Debtors' assistance in the
transition.  Although the Debtors disagree with GM's decision to
resource, they want to support GM with its objectives, provided
that the parties first agree to a commercial resolution.

In this regard, the Debtors and GM have negotiated an agreement to
address and resolve any commercial and legal issues relating to
the resourcing and transition of the GM Program.  Pursuant to the
GM Agreement:

   (a) the Debtors will cooperate with and assist GM in the
       resourcing of the GM Program to another supplier by
       providing certain transition services;

   (b) GM will reimburse the Debtors for expenses incurred in
       connection with the transition services;

   (c) GM will transfer and award certain existing and future
       business to the Debtors;

   (d) The Debtors will grant GM a license to use certain
       intellectual property necessary for the manufacture and  
       production of certain GM programs; and

   (e) GM will issue tooling purchase orders to the Debtors and
       fund the tooling.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Eastern District of Michigan for authority to enter
into the GM Agreement.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, asserts that by
entering in the GM Agreement, the Debtors will minimize the costs
associated with any potential dispute arising from the various
legal issues related to the resourcing of the GM Program.  The
Debtors will also preserve their relationship with GM.  Any
potential litigation between the parties would be costly and may
cause GM to refuse to enter into new supply agreements or purchase
orders.

According to Mr. Schrock, GM's decision to resource will create a
loss of future business for the Debtors.  However, pursuant to the
Agreement, GM will award and transfer existing and future business
to the Debtors that would offset a significant portion of the
loss.

The Agreement demonstrates that the Debtors and GM are willing to
work together to try to find a consensual resolution and to
minimize the loss of business created by the resourcing of the GM
Program, Mr. Schrock says.

The Court permits the Debtors to file the GM Agreement under seal.  
The Debtors believe that the Agreement contains confidential
information that, if revealed, could substantially harm their
ability to reorganize.  If the Debtors' competitors knew the terms
of the Agreement, it could provide them with a competitive
advantage in their dealings with the Debtors' customers.

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


COLLINS & AIKMAN: Court Approves New TTERTT Headquarters Lease  
--------------------------------------------------------------
The U.S. Bankruptcy court for the Eastern District of Michigan
allowed Collins & Aikman Corporation to ink a new Headquarters
Lease with TTERTT Associates, LLC.

As reported in the Troubled Company Reporter on March 3, 2006, the
Debtors decided to reject their existing headquarters leases.  
Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells Judge Rhodes the Debtors were paying substantially
above-market rent for their corporate headquarters at 150, 250 and
350 Stephenson Highway, in Troy, Michigan.  In addition, the old
leases provided the Debtors with more space than was necessary for
ongoing operations.

Material terms of the New Headquarters Lease:

   (a) Lease Term is 10 years and six months.

   (b) Rent is $121,150 per month plus the Debtors' share of
       expenses and taxes, beginning January 1, 2007.

   (c) The Debtors will have the right to terminate the New
       Headquarters Lease effective November 30, 2007, with at
       least six months' advance written notice.  In the event
       the Debtors terminate the lease, they will be liable for
       the costs of any lessor-made improvements to the
       headquarters -- estimated to be $3,300,000 -- and an
       additional $1,000,000.

   (d) The Debtors will have the right of first refusal to lease
       additional space at the new headquarters location during
       the first two years of the Lease Term.

   (e) TTERTT Associates will be responsible for the costs of
       repair, maintenance and replacement of all internal and
       external structural parts of the headquarters.

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


COLLINS & AIKMAN: SEC Has Until April 17 to File Claims
-------------------------------------------------------
Collins & Aikman Corporation, its debtor-affiliates and the
Securities and Exchange Commission agree, with consent from the
U.S. Bankruptcy Court for the Eastern District of Michigan, that
the SEC will have until April 17, 2006, to file proofs of claim in
the Debtors' Chapter 11 cases.

The SEC is currently conducting an investigation of controls over
financial reporting and review of certain accounting issues of the
Debtors.  The SEC sought documents and information relating to the
company's financial statements for the fiscal years 2000-2005, as
well as documents and information pertaining to accounts
receivable, customer and/or supplier rebates and other matters.

The Stipulation did not disclose information about the SEC's
claims or potential claims against the Debtors.

                    About Collins & Aikman

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


CONGOLEUM CORP: FCR Wants Orrick Herrington as Bankruptcy Counsel
-----------------------------------------------------------------
R. Scott Williams, the Future Claimants' Representative 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
retain Orrick, Herrington & Sutcliffe LLP as his bankruptcy
counsel, nunc pro tunc to Feb. 6, 2006.

The FCR previously sought employment of Swidler Berlin LLP as his
bankruptcy counsel.  Judge Ferguson approved Swidler's retention
on Mar. 22, 2004.

On Feb. 6, 2006, Roger Frankel, Esq., Richard H. Wyron, Esq.,
Jonathan P. Guy, Esq., Monique D. Almy, Esq., Debra L. Felder,
Esq., and other lawyers involved in FCR's Congoleum retention
joined Orrick.

The FCR wants to continue to engage those attorneys and their new
law firm to represent him in Congoleum's bankruptcy cases.  

The FCR filed his application to substitute Orrick for Swidler on
Mar. 1, 2006.  The FCR wants Orrick Herrington to:

   (a) provide legal advice and representation with respect to the
       FCR's powers and duties in connection with the Debtors'
       chapter 11 cases;

   (b) prepare and file, on behalf of the FCR, all applications,
       motions, responses, objections and other pleadings in the
       Debtors' bankruptcy cases as necessary and authorized by
       the FCR;

   (c) appear in behalf of the FCR at hearings, and other meetings
       and proceedings, as appropriate;

   (d) represent and advise the FCR in any contested matter,
       adversary proceeding, lawsuit or other proceeding in which
       he may become a party or otherwise appear in connection
       with the Debtors' bankruptcy cases;

   (e) represent and advise the FCR in any plan or plans of
       reorganization; and

   (f) perform all other necessary legal services that the FCR
       authorizes or requests as may be appropriate in connection
       with the Debtors' bankruptcy cases.

Orrick Herrington and Ravin Greenberg PC, the FCR's local counsel,
will coordinate their work to avoid duplication of effort.

Roger Frankel, Esq., a partner at Orrick, Herrington & Sutcliffe
LLP, discloses the hourly rates of the Firm's professionals:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $515 to $755
      Senior Lawyers                  $330 to $690
      Associates                      $235 to $490
      Legal Assistants                 $75 to $275

The professionals who will be primarily responsible in this
engagement are:

      Professional                    Hourly Rate
      ------------                    -----------
      Roger Frankel, Esq.                 $725
      Richard H. Wyron, Esq.              $645
      Jonathan P. Guy, Esq.               $605
      Monique D. Almy, Esq.               $525
      Mary Wallace, Esq.                  $500
      Matthew W. Cheney, Esq.             $490
      Kathleen A. Orr, Esq.               $430
      Debra L. Felder, Esq.               $405
      Kimberly E. Neureiter, Esq.         $375
      Katherine S. Thomas, Esq.           $325
      Debra O. Fullem                     $210
      Rachel M. Barainca                  $140

Mr. Frankel assures the Court that Orrick, Herrington & Sutcliffe
LLP does not hold or represent any interest adverse to the FCR,
the Debtors, their creditors and other parties-in-interest.

             About Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP -- http://www.orrick.com/--  
has 850 lawyers in 13 practice areas located in 16 offices in
seven countries on three continents.

Mr. Frankel can be contacted at:

      Roger Frankel, Esq.
      Orrick, Herrington & Sutcliffe LLP
      3050 K Street, N.W.
      Washington, D.C. 20007
      Tel: (202) 339-8513

                   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 Orrick,
Herrington & Sutcliffe 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).


CROSSROADS HOMES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Crossroads Homes, Inc.
        851 East Willow Creek Lane
        McRae, Georgia 31055

Bankruptcy Case No.: 06-30070

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: March 17, 2006

Court: Southern District of Georgia (Dublin)

Judge: John S. Dalis

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, Georgia 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
G.T.O.T., LLC                    Notes               $2,065,000
2858 Remington Green Circle
Tallahassee, FL 32308

Telfair County                   Lease/Real Estate     $510,139
P.O. Box 680                     Purchase
McRae, GA 31055

Internal Revenue Service         Taxes/Liens            $92,267
Insolvency Stop 334-D, Room 400
401 West Peachtree Street,
Northwest
Atlanta, GA 30308

Johnson CPA, PLLC & Consulting   Accounting Services    $53,380

Ronald J. Monore                 Claim                  $51,000

Gerry Monroe                     Expenses               $27,000

Weyerhaeuser                     Judgment               $14,525

William & Stacy Hamilton         Claim                  $14,000

Coastal Truss & Vinyl            Supplies               $12,250
Siding Inc.

Georgia Department of Labor      Unemployment Taxes     $11,233

Terry Kelley                     Credit Card             $9,844

Lowe's Home Improvement          Credit Card             $9,642

Coastal Vinyl, Inc.              Claim                   $6,491

Marsh Furniture Company          Supplies/Services       $5,342

Singleton, Burroughs &           Judgment                $4,831
Young, P.A.

Whirlpool                        Judgment                $4,831

Service Supply                   Claim                   $4,828
Distribution LLC

Telfair Lodge                    Judgment                $4,654

Darby Bank & Trust Co.           Services                $4,354


CSC HOLDINGS: S&P Assigns BB Rating to Proposed $3.5 Billion Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
CSC Holdings Inc.'s proposed $3.5 billion secured term loan B with
a recovery rating of '2', indicating the expectation for
substantial recovery of principal in a default or bankruptcy.  CSC
Holdings is an intermediate holding company owned by Bethpage, New
York-based cable TV operator Cablevision Systems Corp.
      
"This rating is based on preliminary information, subject to
receipt of final documentation," said Standard & Poor's credit
analyst Catherine Cosentino.

At the same time, Standard & Poor's affirmed its other ratings on
Cablevision, including the 'BB' corporate credit rating and the
'BB' rating (recovery rating '2') of CSC Holdings' $2.4 billion of
other secured bank loan facilities, which are pari passu with the
new term loan.  Proceeds from bank loan will be used to:

   * repay the $400 million term loan A-2; and

   * fund up to $3 billion for a special dividend if such a
     dividend is declared by the company's board of directors.  

Pro forma for the new financing, total consolidated debt will be
about $12 billion, excluding collateralized debt obligations and
operating lease adjustments.  The outlook is stable.
     
The ratings reflect the solid investment-grade characteristics of
Cablevision's core cable TV business, composed of three million
basic subscribers in the metropolitan New York/New Jersey area.
These favorable business characteristics are partly offset by the
company's aggressive financial policy.  As a result, debt to
EBITDA, pro forma for the refinancing and potential special
dividend payment, is expected to be in about the mid-6x area on an
operating-lease-adjusted basis for 2006, including contractual
purchase commitments, but excluding collateralized indebtedness
for monetization transactions.

The company's favorable business profile includes:

   * very attractive demographics,
   * healthy broadband penetration, and
   * good market acceptance of its telephony service.

As of Dec. 31, 2005, Cablevision had cable modem and telephony
penetration of homes passed of 37.8% and 16.3%, respectively.
Unlike many other cable TV operators, which have suffered from
aggressive satellite inroads, it has also grown its basic
subscriber base over the past several quarters, albeit at moderate
levels, because of its success in bundling multiple services.  As
a result of these factors, the company has continued to expand its
overall EBITDA from the cable business, and its margins for this
business remain very healthy, at nearly 40%.


DANA CORP: U.S. Trustee Appoints Unsecured Creditors Committee
--------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Deirdre A.  
Martini, the United States Trustee for Region 2, appoints seven
parties to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Dana Corporation and its 40 domestic direct
and indirect subsidiaries.

The seven members of the Creditors Committee are:

       1. Wilmington Trust Company
          Attention: James J. McGinley
          520 Madison Avenue, 33rd Floor
          New York, New York 10022
          Tel. No. (212) 415-0522

       2. P. Schoenfeld Asset Management LLC
          Attention: Peter Faulkner
          1330 Avenue of the Americas, 34th Floor
          New York, New York 10019
          Tel. No. (212) 649-9542

       3. Judy Scott, Executrix for the estate of Matthew Scott
          131 N.E. McNight Road
          Belfair, WA 98528

             c/o Montgomery McCracken Walker & Rhoads, LLP
                 Attention: Stephen A. Madva, Esq.
                 123 South Broad Street
                 Philadelphia, PA 19109
                 Tel. No. (215) 772-7600

       4. Sypris Technologies, Inc.
          Attention: John R. McGeeney, General Counsel
          101 Bullitt Lane, Suite 450
          Louisville, KY 40222
          Tel. No. (502) 329-2000

       5. Metaldyne Company LLC
          Attention: Thomas A. Amato
          47603 Halvard Drive
          Plymouth, Michigan 48170
          Tel. No. (734) 207-6200

       6. Eaton Corporation
          Attention: William T. Reiff
          1111 Superior Avenue
          Cleveland, OH 44114
          Tel. No. (216) 523-4566

       7. International Union, United Automobile, Aerospace and
          Attention: Niraj R. Ganatra, Associate General Counsel
          Agricultural Implement Workers of America ("UAW")
          8000 East Jefferson Avenue
          Detroit, MI 48214
          Tel. No. (313) 926-5216

Michael Burns, Dana's chief executive officer, attended the
creditors committee organizational meeting on March 10, 2006.  He
told creditors that the company plans to exit bankruptcy
"quickly," hoping to emerge within 18 months.

Mr. Burns detailed the company's restructuring activities that
are currently underway:

    -- Increasing capacity in Monterrey and Toluca, Mexico;

    -- Consolidating Commercial Vehicle service parts network;

    -- Consolidating Buena Vista, Virginia, axle facility into
       Dry Ridge, Kentucky;

    -- Transitioning production of Bristol, Virginia, drive shaft
       facility to Dana Mexico facility;

    -- Moving Steering shaft component and assembly operations
       from Lima, Ohio, to Dana Mexico facility; and

    -- Consolidating five existing facilities into two with
       closure of Danville, Indiana, Sheffield, Pennsylvania and
       Burlington, Ontario.

He outlined Dana's five-step plan to reorganize:

   (a) Stabilize customers, vendors and employees:

         * To date there have been no customer shutdowns;

         * Customers have been very supportive;

         * Vendor related First Day Orders are being used to
           maintain vendor support; and

         * On balance vendor support as expected;

   (b) Ongoing Commitment to the Global Enterprise:

         * Foreign non-debtors are not borrowers under the
           Debtors' DIP financing facility; and

         * Foreign non-debtors are fundamentally sound and
           generally have cash;

   (c) Rationalize Mexican JV (Spicer S.A.) as previously
       announced;

   (d) Sale of Assets:

         * Continue pursuing previously announced divestitures
           (Engines, Routings and Pumps); and

         * Normal course asset sales; and

   (e) Identify immediate cost savings opportunities:

         * Lease/contract rejections.

A full-text copy of Dana Corporation's PowerPoint presentation
from the Organizational Meeting is available at no charge at:

             http://researcharchives.com/t/s?6a4

At its first meeting, the Creditors' Committee interviewed various
law firms and selected:

          Kenneth H. Eckstein, Esq.
          Thomas Moers Mayer, Esq.
          Matthew J. Williams, Esq.
          Douglas H. Mannal, Esq.
          KRAMER LEVIN NAFTALIS & FRANKEL LLP
          1177 Avenue of the Americas
          New York, New York 10036
          Telephone (212) 715-9100

as its counsel.  

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather
Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and
Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent
the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
serves as the Debtors' financial advisor and investment banker.  
Ted Stenger from AlixPartners serves as Dana's Chief Restructuring
Officer.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DANA CORP: Has Until April 16 to File Schedules & Statements
------------------------------------------------------------
Pursuant to Rule 1007 of the Federal Rules of Bankruptcy
Procedure, Dana Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
to July 3, 2006, their deadline to file:

   (a) schedules of assets and liabilities,
   (b) schedules of executory contracts and unexpired leases and
   (c) statements of financial affairs.

Pursuant to Rule 1007, a Chapter 11 debtor is required to file
its Schedules and Statements together with its voluntary
petition, or if the petition is accompanied by a list of the
debtor's creditors, within 15 days thereafter.

The Debtors have provided a list of their creditors to their
claims and noticing agent, BMC Corp., concurrently with the
filing of their petitions.

Pending the Court's consideration of their request, the Debtors
seek a 30-day interim extension.

Corinne Ball, Esq., at Jones Day, in New York, explains that due
to the size, complexity and geographic reach of their operations
and the press of business preceding the filing of their Chapter
11 case, the Debtors need additional time to complete the
Statements and Schedules.

Given the volume of information to be provided in the Schedules
and Statements and the fact that the information is required to
be accurate as of the Petition Date, extending the Debtors'
filing deadline will help ensure that the relevant information is
fully processed through the Debtors' various information systems
and can be incorporated into the relevant schedules.  Rushing to
complete the documents would compromise their completeness and
accuracy, Ms. Ball avers.

Courts in other large Chapter 11 cases routinely extend the
deadlines imposed by Bankruptcy Rule 1007 by finding that cause
for the extensions exists due to the size and complexity of the
debtors' operations, Ms. Ball says, citing In re Musicland
Holding Corp., In re Calpine Corp., In re Delphi Corp., In re
Delta Air Lines, Inc., and In re Northwest Airlines Corp.

                          *     *     *

On an interim basis, the Court extends the Debtors' deadline to
file the Schedules and Statements to April 16, 2006, without
prejudice to the Debtors' right to seek further extensions upon a
showing of cause.

Objections to the interim extension are due on March 24, 2006.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather
Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and
Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent
the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
serves as the Debtors' financial advisor and investment banker.  
Ted Stenger from AlixPartners serves as Dana's Chief Restructuring
Officer.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DANA CORP: Gets Interim OK to Hire Pachulski as Conflicts Counsel
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York, on an interim basis, to employ Pachulski Stang Ziehl
Young Jones & Weintraub LLP as their conflicts counsel in their
Chapter 11 cases.

According to Michael L. DeBacker, Esq., vice president, general
counsel and secretary of Dana Corp., the company selected
Pachulski because of:

   (i) its extensive experience and knowledge in the field
       of debtors' and creditors' rights and business
       reorganizations under Chapter 11;

  (ii) its expertise, experience and knowledge practicing before
       the Court; and

(iii) its familiarity with the potential legal issues that may
       arise in the context of the Debtors' Chapter 11 cases.

Pachulski will handle matters which are not appropriately handled
by general bankruptcy counsel because of a potential conflict of
interest or, alternatively, which can be more efficiently handled
by the firm as the Debtors or general bankruptcy counsel may
request.  

This will ensure that matters are properly handled by counsel and
will reduce the overall expense of their Chapter 11 cases by
avoiding unnecessary litigation, Mr. DeBacker avers.

The Debtors will pay Pachulski on an hourly basis, subject to
these rates:

       Professional           Hourly Rate
       ------------           -----------
       Partners               $395 to $725
       Associates             $295 to $355
       Paraprofessionals      $135 to $185

The Debtors will also reimburse the firm for necessary out-of-
pocket expenses.

The principal attorneys and paralegals designated to represent
the Debtors are:

     Employee                       Hourly Rate
     --------                       -----------
     Dean Ziehl                         $675
     Robert Feinstein                   $675
     Debra Grassgreen                   $525
     Alan Kornfeld                      $525
     Linda Cantor                       $475
     Denise Harris                      $185

Mr. Ziehl, a partner at Pachulski, assures the Court that the
firm does not hold or represent any interest adverse to the
Debtors' estates, and is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Ziehl discloses that Pachulski currently represents three
parties-in-interest in matters not related to the Debtors' cases:

(A) Pachulski is co-counsel to Federal-Mogul Corporation and
     its affiliates in their Chapter 11 cases, pending before
     the United States Bankruptcy Court for the District of
     Delaware.  Certain of the Federal-Mogul debtors were involved
     in a dispute with certain of the Debtors or their affiliates,
     which led to a settlement agreement that was approved by the
     Delaware Court.  While Sidley & Austin or other outside
     counsel handled all substantive legal issues, Pachulski
     simply performed an administrative function in connection
     with the litigation and the settlement.

(B) Pachulski is co-counsel to J.L. French Corporation and its
     affiliates in their Chapter 11 cases pending before the
     Delaware Bankruptcy Court.  

(C) Pachulski is counsel to Murray Inc., and its affiliates in
     their Chapter 11 cases, pending in the U.S. Bankruptcy Court
     for the Middle District of Tennessee.  Dana Corp. or one of
     its affiliates is a defendant in an adversary proceeding
     brought by Murray, to recover a preferential transfer.  Mr.
     Ziehl assures Judge Lifland that Pachulski will withdraw from
     the adversary proceeding and its co-counsel, Bass, Berry &
     Sims PLC, will handle the matter exclusively.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather
Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and
Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent
the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
serves as the Debtors' financial advisor and investment banker.  
Ted Stenger from AlixPartners serves as Dana's Chief Restructuring
Officer.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DEL MONTE CORP: $580 Mil. Kraft Deal Cues Moody's Rating Review
---------------------------------------------------------------
Moody's Investors Service placed the Ba3 rating on senior secured
debt, the B2 senior subordinated rating, and the Ba3 corporate
family rating for Del Monte Corporation under review for possible
downgrade.  Moody's also affirmed the company's SGL-2 speculative
grade liquidity rating.

The rating actions follow the announcement that the company will
acquire the Milk Bone pet treat business from Kraft Foods for
approximately $580 million in cash.  The announcement of the
acquisition comes less than two weeks after Del Monte announced
its plan to acquire the Meow Mix Company for approximately $705
million in cash.  Following the Meow Mix acquisition announcement,
Moody's had affirmed Del Monte's ratings but changed the outlook
to stable from positive.

Moody's review will focus on the strategic fit of the Milk Bone
business, and the heightened integration risk and management
challenges created by two material acquisitions being made over a
short period of time.  The review will also focus on the company's
post-acquisition capital structure, financial flexibility, and
overall credit profile.  The acquisitions will add significant
debt to Del Monte's balance sheet, and materially increase
leverage.  A key factor during the review will be the likelihood
that Del Monte will be able and willing to reduce its leverage
over an acceptable period of time to levels appropriate to its
current ratings.

The affirmation of Del Monte's SGL-2 speculative grade liquidity
rating is based on our view that the company's near term liquidity
will remain good.  Moody's notes, however, that as details of the
acquisitions, including their impact on Del Monte's capital
structure and liquidity, become clear, Del Monte's SGL rating
could change.

Ratings affirmed are:

   * Speculative grade liquidity rating of SGL-2

Ratings placed under review for possible downgrade are:

   * Corporate family rating at Ba3

   * $350 million senior secured revolving credit
     expiring 2011 at Ba3

   * $450 million senior secured term loan A, maturing
     2011 at Ba3

   * $149.2 million senior secured term loan B, maturing
     2012 at Ba3

   * $250 million senior subordinated notes, maturing 2015 at B2

   * $450 million senior subordinated notes, maturing 2012 at B2

Del Monte Corporation is the primary operating subsidiary of Del
Monte Foods Company.  Del Monte Foods Company, with headquarters
in San Francisco, California, is a major manufacturer of branded
packaged food and pet food products.


DELTA PETROLEUM: Moody's Junks B3 Ratings on Weak Capital Trends
----------------------------------------------------------------
Moody's downgraded the Corporate Family Rating and the senior
unsecured notes rating for Delta Petroleum Corp., to Caa1 from B3.  
Moody's also lowered the Speculative Grade Liquidity Rating from
SGL-3 to SGL-4.  The outlook is stable.

However, retention of the stable outlook will require the company
to demonstrate that it can bring on the recently drilled and
completed wells and at least stabilize production over the next
two quarters; that it has improved its cost structure to more
sustainable levels; and that it is reducing the leverage on the
proven developed reserve base to within $8.00/boe over the next
four quarters.  If the company fails to improve these metrics, the
outlook would face negative pressure.

In addition, while the notes are not currently notched from the
Corporate Family Rating, if management's evaluation of funding
alternatives does not significantly eliminate the secured debt
overhang on the unsecured notes by mid-year 2006, or if the
secured debt borrowing base increases from the current $75 million
level, Moody's will re-consider notching the notes down one notch
from the Corporate Family Rating.

The Caa1 rating reflects Delta's six months results ended
Dec. 31, 2005, which have shown weak capital productivity trends
over the past year as reflected by a rising all-sources finding
and development cost, negative sequential quarterly production
trends, and a smaller proven developed reserve base year-over-
year.  While the company reported substantial reserve replacement
through the drillbit during this period, this growth was entirely
with proven undeveloped reserve which are now almost 60% of total
proven reserves.  Until management establishes a record of being
able to improve its investment results, there is an implied
increased drillbit and funding risk to convert these reserves to
production.

The downgrade also reflects the very high leverage on the PD
reserve base which at FYE Dec. 31, 2005, was an extremely high
$14.72/boe; extremely high and unsustainable leveraged full cycle
costs of approximately $54.00/boe based on 4th Quarter 2005
production and costs; and the company's continued reliance on an
aggressive drilling program for growth that includes some very
expensive and higher risk wells which will likely continue to
drive inconsistent results, even if successful.

A positive outlook would be considered in the event of a
significant debt reduction and maintaining leverage to within
$7.00/boe while also demonstrating sustained sequential quarterly
production gains.  A ratings upgrade would require significantly
improved capital productivity evidenced by significant growth in
the proven reserve base with a balance of PD and PUD reserves at
sustainable costs, and significantly improved cash-on-cash
returns.  Acquisitions amply funded with equity will be considered
on a case by case basis, however, additional acquisitions of
undeveloped acreage will not be viewed as a credit positive since
no immediate production and cash flow would be added.

The SGL-4 reflects the company's less than adequate cash flow
cover of its planned capex budget through 2006; the current
covenant waiver for one of the two maintenance covenants that it
is currently unable to meet, while also having very modest cushion
under the second maintenance covenant that could require a waiver
if production or commodity prices correct further; the nearly full
utilization of the current borrowing base availability, leaving
little current excess capacity or cushion against a negative
borrowing base re-determination; the potential exposures of the
borrowing base to reductions in commodity prices; and the secured
nature of the revolver which is collateralized by all of the
company's reserves and limits alternative liquidity sources.

Moody's expects Delta's EBITDAX to range between $55 million and
$70 million for 2006 compared to interest expense of about $3.0 to
$3.5 million, working capital needs of $20 million to $25 million,
and planned drilling capex of about $92 million, which excludes
the $40 million Utah acreage acquisition that was completed in
January for equity.  At the high end of these EBITDAX estimates,
the company would still need close to $50 million of external
funding from either asset sales or equity. Though the company may
execute these types of transactions, the SGL rating does not
contemplate them at this time but does need to see Delta
demonstrate sufficient flexibility in its spending in order to
consider an SGL-3 rating.

The company is also currently not in compliance with the 1.0x
current ratio test required by the revolving credit facility.  As
the company significantly ramped up its drilling activity in 4th
Quarter 2005, the company incurred a spike in accounts payable
related to drilling activities.  As these payables get paid, the
company should come back into compliance with this ratio, however,
the company is also currently running near its 3.5x leverage ratio
which is currently about 3.3x, leaving the company little cushion
and possibly requiring another waiver over the near term if debt
does not come down or if EBITDAX weakens.  This raises a degree of
uncertainty surround accessibility to the revolver over the next
four quarters.  Further, the company has about $70 million
outstanding under the revolver's $75 million borrowing base.  
Moody's recognizes that the company may have additional asset
values that could push the borrowing base higher and could provide
the company with more availability.

Downgrades:

   Issuer: Delta Petroleum Corporation

   * Corporate Family Rating, Downgraded to Caa1 from B3

   * Speculative Grade Liquidity Rating, Downgraded to SGL-4
     from SGL-3

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     from B3

Delta Petroleum Corporation, headquartered in Denver, Colorado, is
engaged in the exploration, development and production of oil and
natural gas.


DILLARD'S INC: Reports Fourth Quarter and Fiscal Year Results
-------------------------------------------------------------
Dillard's, Inc. (NYSE:DDS) disclosed its operating results for the
13 and 52 weeks ended Jan. 28, 2006.

Dillard's remains committed to providing a differentiated shopping
experience to position its merchandise mix toward a more upscale
and contemporary tone to continue to attract customers who are
seeking exciting statements in fashion.

   -- Same store sales increased 2% for the 13 weeks ended
      Jan. 28, 2006, compared to the 13 weeks ended Jan. 29, 2005.

   -- Continued disciplined expense management resulted in a $15.4
      million (100 basis points of sales) reduction in
      advertising, selling, administrative and general expenses
      for the 13 weeks ended Jan. 28, 2006.

For the 13 weeks ended Jan. 28, 2006, net income was $98.5 million
compared to net income of $108.6 million for the 13 weeks ended
Jan. 29, 2005.  Included in net income for the 13 weeks ended
Jan. 28, 2006, are pretax impairment charges of $55.3 million
($35.6 million after-tax).  Also included in net income for the 13
weeks ended Jan. 28, 2006, is a $28.2 million hurricane recovery
gain ($18.0 million after-tax) and a net $35.1 million tax benefit
recorded due to the sale of a subsidiary by the Company.

Included in net income for the 13 weeks ended Jan. 29, 2005, is a
pretax gain of $83.9 million ($53.7 million after-tax) related to
the Company's sale of the assets of its credit card subsidiary to
GE Consumer Finance.  Also included in net income for the 13 weeks
ended Jan. 29, 2005, is a pretax impairment charge of $14.7
million ($8.6 million after-tax).

For the 52 weeks ended Jan. 28, 2006, net income was $121.5
million ($1.49 per diluted share) compared to net income of $117.6
million for the 52 weeks ended Jan. 29, 2005.  Included in net
income for the 52 weeks ended Jan. 28, 2006, are pretax impairment
charges of $61.7 million ($39.6 million after-tax).  Also included
in net income for the 52 weeks ended Jan. 28, 2006, is a $29.7
million hurricane recovery gain ($18.9 million after-tax) and a
net $35.1 million tax benefit recorded due to the sale of a
subsidiary by the Company.

Included in net income for the 52 weeks ended Jan. 29, 2005, is a
pretax gain of $83.9 million ($53.7 million after-tax) related to
the Company's sale of the assets of its credit card subsidiary to
GE Consumer Finance and pretax impairment charges of $19.4 million
($11.6 million after-tax).

                             Revenues

For the 13 weeks ended Jan. 28, 2006, net sales were $2.338
billion compared to sales for the 13 weeks ended Jan. 29, 2005, of
$2.304 billion.  Net sales increased 1% in total stores for the
13-week period.  Net sales in comparable stores increased 2% for
the 13-week period.

For the 52 weeks ended Jan. 28, 2006, net sales were $7.560
billion compared to sales for the 52 weeks ended January 29, 2005,
of $7.529 billion.  Net sales were unchanged on a percentage basis
for the 52-week period on both a total and comparable store basis.

During the 13 weeks ended Jan. 28, 2006, net sales were strongest
in the Eastern and Western regions, where performance exceeded the
Company's total trend for the period.  Net sales were below trend
in the Central region.

Net sales of shoes significantly exceeded the Company's average
sales trend for the 13 weeks ended Jan. 28, 2006, while
performance in children's apparel and furniture was significantly
below trend.

On November 1, 2004, Dillard's completed the sale of substantially
all of the assets of its private label credit card business.  
Included in total revenues for the 13 weeks ended Jan. 29, 2005,
is a pretax gain of $83.9 million related to the transaction.
Accordingly, total revenues for the 13 weeks ended Jan. 28, 2006,
and Jan. 29, 2005, does not include service charge income from the
Company's operation of the credit card business, but does include
income received under the terms of the long-term marketing and
servicing alliance with GE Consumer Finance.

For the 52 weeks ended Jan. 29, 2005, total revenues includes 39
weeks of service charge income from the Company's operation of the
credit card business, 13 weeks of income received under the terms
of the long-term marketing and servicing alliance with GE Consumer
Finance and the pretax gain on the sale of the credit card
business.

                        About Dillard's

Headquartered in Little Rock, Arkansas, Dillard's, Inc. --
http://www.dillards.com/-- operates approximately 329 department  
stores in 29 U.S. States.  The company offers cosmetics, women's
and juniors' clothing, children's clothing, men's clothing and
accessories, shoes, accessories and lingerie, and home
furnishings.

                          *   *   *

As reported in the Troubled Company Reporter on March 8, 2006,
Standard & Poor's Ratings Services revised its outlook on
Dillard's Inc. to stable from negative.  At the same time,
Standard & Poor's affirmed the company's 'BB' corporate credit and
senior unsecured long-term ratings.
     
This action reflects:

   * Dillard's release of fourth-quarter and full-year results
     for 2005, which indicated that credit measures continued to
     improve; and

   * Standard & Poor's expectation that the company's operations
     have stabilized.


DMX MUSIC: Court Approves Employment of KPMG as Tax Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Maxide
Acquisition, Inc., dba DMX MUSIC, Inc., and its debtor-affiliates
authority to employ KPMG, LLP, as their tax accountants.

As reported in the Troubled Company Reporter on March 6, 2006,
KPMG will provide the Debtors with tax compliance and advisory
services, including preparing federal and state corporate tax
returns and supporting schedules for tax year 2004.

David K. Yasukochi, a partner at KPMG, tells the Court that the
Firm will bill a flat $80,000 fee in this engagement.

Mr. Yasukochi assures the Court that KPMG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is      
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).  
The case is jointly administered with Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


DORAL FINANCIAL: Inks Consent Orders With Banking Regulators
------------------------------------------------------------
Doral Financial Corporation (NYSE: DRL) and its principal Puerto
Rico banking subsidiary, Doral Bank, entered into consent orders
with the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Institutions of Puerto Rico.  Doral Bank, FSB, Doral
Financial's New York City based thrift institution, is not a party
to the consent orders.

The orders arise out of the previously disclosed restatement of
Doral Financial's financial statements to correct the accounting
for certain mortgage loan sale transactions and the valuation of
the Company's interest only strips.  On Feb. 27, 2006, Doral
Financial filed its audited restated financial statements for the
2000-2004 periods as part of its related Form 10K/A.

Under the terms of the consent orders, Doral Financial, Doral Bank
and the respective regulatory agencies recognize that Doral
Financial and Doral Bank neither admit nor deny any unsafe and
unsound banking practices.  The mutually agreed upon orders
require Doral Financial and Doral Bank to conduct reviews of their
mortgage portfolios, and submit plans regarding the maintenance of
capital adequacy and liquidity.  No fines or monetary penalties
were assessed against Doral Financial or Doral Bank under the
orders.  The Company stated that Doral Financial and each of its
banking subsidiaries expect to remain "well-capitalized" under
applicable regulatory capital guidelines as of Dec. 31, 2005.

Under the terms of the consent order with the FDIC and the
Commissioner, Doral Bank may not pay a dividend or extend credit
to, or enter into certain asset purchase and sale transactions
with Doral Financial or its subsidiaries, without the prior
consent of the FDIC and the Commissioner.  Since its acquisition
by Doral Financial, Doral Bank has never paid a dividend to Doral
Financial.

The consent order with the Federal Reserve contains similar
restrictions on Doral Financial from obtaining extensions of
credit from, or entering into certain asset purchase and sale
transactions with, Doral Bank, without the prior approval of the
Federal Reserve.  The consent order also restricts Doral Financial
from paying dividends on its capital stock without the prior
written approval of the Federal Reserve.  Doral Financial is
required to request permission for the payment of dividends on its
common stock and preferred stock not less than 30 days (five days
in the case of the first request following the effective date of
the order) prior to a proposed dividend declaration date.

"These orders, with which Doral Financial and Doral Bank have
agreed, reflect sound practices, policies and procedures," John A.
Ward III, the Company's Chairman and Chief Executive Officer,
said.  "Doral is committed to taking all initiatives necessary by
our regulators to assure that it has in place the appropriate
procedures and controls from both business and regulatory
perspectives.  We are pleased to acknowledge that many of the
requirements outlined in the orders are already underway."

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

                About Doral Financial Corporation

Doral Financial Corporation -- http://www.doralfinancial.com/--  
a financial holding company, is the largest residential mortgage
lender in Puerto Rico, and the parent company of Doral Bank, a
Puerto Rico based commercial bank, Doral Securities, a Puerto
Rico based investment banking and institutional brokerage firm,
Doral Insurance Agency, Inc. and Doral Bank FSB, a federal
savings bank based in New York City.

Doral Financial Corporation's 7.65% Senior Notes due 2016 carry
Moody's Investor's Service's Ba3 rating and Standard & Poor's BB-
rating.


EAGLEPICHER HOLDINGS: Wants to Walk Away from EP Automotive Lease
-----------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of Ohio to reject an unexpired lease between EaglePicher
Automotive, Inc. and Comtel Systems Leasing, L.L.C.

The Lease, entered into by EP Automotive and Comtel on August 17,
1998, will expire on June 1, 2006, and obligates EP Automotive to
pay $1,248 per quarter to Comtel for the lease of an SGI Octane
Workstation and its related equipment.

The Debtors decided to reject the Lease to reduce costs and
restructure its business.  Although EP Automotive entered into the
Lease with the intention of adhering to its responsibilities for
the entire life of the Lease, EP Automotive says it no longer
finds the need to use the Equipment as it does not benefit the
Debtors' estates.

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.


EASTMAN KODAK: Posts $1.4 Billion Net Loss in 2005
--------------------------------------------------
Eastman Kodak Company delivered its financial results for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
March 2, 2006

Kodak incurred a $1,455 million loss from continuing operations
for the year ended Dec. 31, 2005, compared with $81 million of
earnings from continuing operations for 2004.

Kodak generated consolidated net worldwide sales of $14,268
million for 2005, a 6% increase compared with $13,517 million for
2004.  Management attributes the increase in net sales primarily
to the acquisitions of KPG, Creo and NexPress, which contributed
$1,562 million or approximately 11.6 percentage points to sales,
and favorable exchange, which increased sales by approximately 0.5
percentage points.

Net sales in the U.S. were $5,979 million for 2005 as compared
with $5,658 million for the prior year, representing an increase
of $321 million, or 6%.  

The Company's digital product sales, including new technologies
product sales of $27 million, were $7,757 million for 2005 as
compared with $5,532 million, including new technologies of $23
million, for the prior year, representing an increase of $2,225
million, or 40%, primarily driven by the digital portion of KPG
and Creo, the consumer digital capture SPG, the kiosks/media
portion of the consumer output SPG, and the home printing SPG.  

Net sales of the Company's traditional products were $6,511
million for 2005 as compared with $7,985 million for the prior
year, representing a decrease of $1,474 million, or 18%, primarily
driven by declines in the film capture SPG, and the wholesale and
retail photo-finishing portions of the consumer output SPG.

The Company's balance sheet at Dec. 31, 2005, showed $14.9 billion
in total assets ant $12.9 billion in total liabilities.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?6a5

                      Material Weakness

PricewaterhouseCoopers LLP concluded, after reviewing Management's
Report on Internal Control Over Financial Reporting, that Kodak
did not maintain effective internal control over financial
reporting as of Dec. 31, 2005.  

As of Dec. 31, 2005, management concluded that the controls
surrounding the completeness and accuracy of the Company's
deferred income tax valuation allowance account were ineffective.
Specifically, certain incorrect assumptions were made with respect
to certain deferred income tax valuation allowance computations
that were not detected in the related review and approval process.  
This control deficiency resulted in audit adjustments to the 2005
consolidated financial statements.

                        About Kodak

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products  
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                         *  *  *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded Eastman Kodak Company's
credit ratings, specifically Kodak's:

   * Corporate Family Rating to B1 from Ba3
   * Senior Unsecured Rating to B2 from B1
   * Senior Secured Credit Facilities to Ba3 from Ba2

following weakened earnings performance and accelerated film sales
declines within the company's consumer and health imaging
businesses.  The outlook is negative.  Moody's affirmed Kodak's
SGL-2 liquidity rating too.

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Fitch Ratings downgraded Eastman Kodak Company's senior unsecured
debt to 'B+' from 'BB-', assigned a 'BB+' rating to Kodak's new
$2.7 billion senior secured credit facility, and  affirmed the
issuer default rating of 'BB-'.  The Rating Outlook remains
Negative.  Approximately $4.4 billion of debt is affected by
Fitch's action, including $2.7 billion of secured facilities

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and secured bank loan ratings on Eastman Kodak Co. to 'B+' from
'BB-' and its senior unsecured debt rating on the company to 'B'
from 'B+'.  

At the same time, Standard & Poor's removed these ratings from
CreditWatch, where they were placed on July 21, 2005, with
negative implications.  The outlook is negative.  As of Sept. 30,
2005, the Rochester, New York-based imaging company had $3.6
billion in debt.


EATON FERRY: Bankr. Administrator Wants Case Converted to Ch. 7
---------------------------------------------------------------
Michael D. West, Esq., the Bankruptcy Administrator in Eaton
Ferry Sales & Service, Inc., and its debtor-affiliates'
chapter 11 cases, asks the U.S. Bankruptcy Court for the Middle
District of North Carolina to convert the Debtors' chapter 11
cases to chapter 7 liquidation proceedings.

Mr. West discloses that at the meeting of creditors on Feb. 10,
2006, it was apparent from the Debtors' testimony through their
principal, Duane White, and from the review of the Debtors'
Statements of Financial Affairs, that there were numerous insider
transfers prior to the filing of the petition.  Not only between
the Debtors as cash was needed, but also from the Debtors to the
principal and numerous companies owned by or substantially
affiliated with the principal and his wife.

Mr. West argues that given the few remaining assets, the enormity
of the debt, and the lack of business operations, neither a sale
nor a plan of liquidation under Chapter 11 would be practical or
an efficient means of liquidating the remaining assets and closing
these cases.

Moreover, given the number and amount of transfers to insiders
listed on the Statement of Financial Affairs, investigation of
these matters must be made by someone other than the Debtor, whose
principal was either the recipient or an affiliate of the
recipient of many of these transfers.

Mr. West asserts that to allow these cases to continue under
Chapter 11 will cause further loss and diminution of the estate,
as the estate will continue to incur administrative expenses with
no ability to pay for them.

In the event that the Court determines that these cases should not
be converted to Chapter 7, the Bankruptcy Administrator asks that
the Court appoint a Chapter 11 trustee, pursuant to Section 1104
of the Bankruptcy Code.

Headquartered in Littleton, North Carolina, Eaton Ferry Sales &
Service, Inc. -- http://www.eatonferry.com/-- sells boats and  
offers boat servicing and storage.  The Company and its debtor-
affiliates filed for chapter 11 protection on Jan. 10, 2006
(Bankr. M.D.N.C. Case No. 06-80033).  Richard M. Hutson, II, Esq.,
at Hutson Hughes & Powell, P.A., represent the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


ELANTIC TELECOM: Court Issues Final Decree Closing Chapter 11 Case
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
issued a final decree closing Elantic Telecom, Inc.'s chapter 11
case.

The Reorganized Debtor told the Court that it substantially
consummated its Amended Plan and filed a final report and final
account.

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber  
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection on July 19, 2004 (Bankr. E.D. Va. Case No. 04-36897).  
Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner &
Beran, PLC, represented the Debtor in its successful
restructuring.  The Official Committee of Unsecured Creditors was
represented by Danielle M. Varnell, Esq., and David Neier, Esq.,
at Winston & Strawn.  When the Company filed for protection from
its creditors, it listed $19,844,000 in total assets and
$24,372,000 in total debts.  The Court confirmed the Debtor's
Amended Chapter 11 Plan of Reorganization on Apr. 28, 2005.


FESTIVAL FUN: Moody's Places B2 Rating on Proposed $150MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Festival Fun Parks, LLC -- a wholly owned subsidiary of Palace
Holdings Group, LLC -- and a B2 rating to its proposed $150
million issuance of senior unsecured notes due 2014.  MidOcean
Partners, L.P., is purchasing Palace from an investor group led by
Windward Capital Partners II, LP.  The transaction, valued at
slightly under $200 million, incorporates refinancing of existing
debt and also includes a $54 million cash equity contribution and
an unrated $40 million senior secured revolving credit facility.

Festival's ratings reflect its high financial risk, including high
leverage, thin coverage of interest and capital expenditures, and
minimal free cash flow.  Ratings benefit, however, from diversity
of cash flow; high barriers to entry, which limit competition from
other water parks and family entertainment centers; and the
transaction's meaningful equity component at approximately 25%.

The outlook is stable.  Ratings assigned include:

   * B2 Corporate Family Rating

   * B2 rating on Senior Unsecured Bonds

Festival's ratings reflect high financial risk, including leverage
in the low 6 times range, EBITDA less capital expenditures
coverage of interest in the low 1 times range, and minimal free
cash flow, expected to comprise less than 5% of total debt over
the next several years.  Attendance at Festival's water parks,
which constitute slightly over half of consolidated EBITDA,
generally declines in poor weather, providing potential for
volatility in operations.  Furthermore, Festival operates in a
mature industry and faces competition for consumer leisure time
from increasing entertainment options.  Finally, in Moody's view a
limited number of buyers exists for water parks and FECs, although
the value of the real estate in some parks provides some support
for the loans.

Festival's ratings benefit from its geographic diversity, and
operations on both the east and west coasts somewhat mitigate the
negative impact of poor weather.  Additionally, no one park
comprises more than 10% of revenue.  The limited supply of
affordable real estate impedes entry from a competing water park
or FEC, and Moody's believes Festival competes more with other
entertainment options than with comparable parks.  While small in
the context of its revenues and compared to other rated entities,
Festival is larger than its typically family-owned local amusement
park peers.  It thus benefits from economies of scale in vendor
relationships and in marketing, and the company can also test
concepts in one park and easily replicate them in others.

Moody's believes additional potential for modest scale related
operating improvements, such as increased sponsorship
opportunities and greater leverage of centralized purchasing, also
exist.  Finally, the experienced management team and the
approximately 25% equity contribution support the ratings.

The stable outlook incorporates Moody's expectations that Festival
will generate slightly negative to modestly positive free cash
flow over the next several years and that leverage will fall below
6 times during 2007.  Cash flow growth will likely drive the
decline in leverage given limited opportunity to reduce debt after
repayment of the revolving credit facility.  

An increase in leverage, due to either exogenous conditions that
contribute to poor operating performance or a return of equity to
shareholders, would likely lead to a negative outlook or
downgrade.  Moody's recognizes that weather conditions impact
Palace's operations and would not necessarily change the ratings
or outlook due to modest deviation from forecast, but a
particularly poor season or unexpected competitive threat could
pressure the ratings down.

Furthermore, the credit facility provides an incremental $30
million of secured bank financing to support acquisitions.  Full
drawdown of this incremental financing could result in a downgrade
for the B2 unsecured notes due to the ensuing subordination to a
larger amount of secured debt.  Depending on Moody's view of the
cash flow potential of the acquisitions, the increased debt could
also lead to a downgrade of the corporate family rating.  
Conversely, Moody's would consider positive rating action if
Festival's leverage fell to the low 5 times range.

Festival leases all 32 of its parks and Moody's adjusts its
financial statements to incorporate this impact.  Moody's also
uses average borrowings under the revolver when considering total
debt, due to the seasonal nature of the operations.  On this
basis, leverage approximates 6.2 times 2005 EBITDA, and EBITDA
less capital expenditures coverage of cash interest in the low 1
times range is weak.  Moody's estimates Festival's annual
maintenance capital expenditures comprise only about half of its
projected annual capital expenditures in the $11 to $14 million
range.  This flexibility improves Festival's liquidity, which also
benefits from expected availability of at least $25 million under
the $40 million revolving credit facility, even at peak seasonal
borrowing needs.  Moody's views this liquidity as essential given
Festival's typical pattern of negative EBITDA in the first and
fourth quarters.

Moody's rates the $150 million senior unsecured notes B2,
equivalent to the corporate family rating, because these bonds
constitute almost the entire balance sheet debt structure, aside
from modest capital leases and expected revolving credit facility
usage averaging approximately $5 million on an annual basis.  The
bonds benefit from guarantees from all operating subsidiaries, but
are subordinate to a $40 million revolving credit facility which
has a first lien security in all assets.  As noted, if Festival
utilized its incremental $30 million of secured financing, Moody's
would evaluate notching of the senior unsecured notes.

Palace Entertainment Holdings, Inc., the largest operator of local
water parks and family entertainment centers in the United States,
operates 32 parks in or near major metropolitan areas in eight
states.  Its headquarters are in Newport Beach, California, and
its revenue for the year ended December 2005 was $158 million.


FIRST VIRTUAL: Liquidating Trustee Wants Squar Milner's Fees Paid
-----------------------------------------------------------------
Gregory Sterling, the Liquidating Trustee of First Virtual
Communications, Inc., and CUseeMe Networks, Inc., asks the
Honorable Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California in San Francisco for permission
to:

   -- employ Squar, Milner, Reehl & Williamson, LLP, nunc pro tunc
      to Sept. 1, 2005;

   -- reimburse U.S. Dry Cleaning Corporation for $90,000 of Squar
      Milner' $143,020 total fees for services rendered from
      Sept. 1, 2005, through Nov. 30, 2005; and

   -- reimburse Dry Cleaning $15,000 for Squar Milner's $23,688.19
      of expenses incurred.  

                         Background

On Nov. 28, 2005, the Court confirmed the Debtors' First Amended
Joint Chapter 11 Plan of Reorganization proposed by the Debtors
and the Official Committee of Unsecured Creditors.  Under the
Plan, the Committee survives post-confirmation and Mr. Sterling,
the appointed Chief Reorganization Officer, now serves as the
Liquidating Trustee.

Under the Plan, First Virtual will merge with U.S. Dry Cleaning
Corporation.  The merger was consummated on Dec. 30, 2005.

During the merger negotiation, Mr. Sterling was notified that
First Virtual's and Dry Cleaning's books and records needed to be
audited in order to complete the transaction.

Dry Cleaning advised the parties that the audit will total
$500,000.  The Debtors will pay $105,000 of those fees relating to
the audit of First Virtual if the merger transaction was actually
consummated.

Dry Cleaning paid Squar Milner for fees and expenses incurred in
First Virtual's audit.  Since the merger was consummated, the
Debtors need to reimburse Dry Cleaning.

Judge Carlson will convene a hearing at 9:30 a.m. on Mar. 24,
2006, to consider the Debtors' request.

The Liquidating Trustee believes that the Firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

           About Squar, Milner, Reehl & Williamson, LLP

Squar, Milner, Reehl & Williamson, LLP --
http://www.squarmilner.com/-- is an independent member of BKR  
International.  The Firm provides  accounting and financial
advisory services in connection with litigation support,
bankruptcy, and financial planning to the Southern California
business and professional community.  

The Firm can be contacted at:

      Squar, Milner, Reehl & Williamson, LLP
      4100 Newport Place, Third Floor
      Newport Beach, CA 92660
      Tel: (949) 222-2999
      Fax: (949) 222-2989

                       About First Virtual

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


FIRSTLINE CORP: Hires Stone & Baxter as Bankruptcy Counsel
----------------------------------------------------------
FirstLine Corporation sought and obtained authority from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
Stone & Baxter, LLP as its bankruptcy counsel.

Stone & Baxter is expected to:

    a) give the Debtor legal advice with respect to its powers and
       duties as debtor-in-possession in the continued operation
       of its business and management of its property;

    b) prepare necessary applications, motions, answers, reports
       and other legal papers;

    c) continue existing litigation to which the debtor-in-
       possession may be a party, and conduct examinations
       incidental to the administration of the Debtor's estates;

    d) take any and all necessary action for the proper
       preservation and administration of the estate;

    e) assist the debtor-in-possession with the preparation  and
       filing of a statement of financial affairs and schedules
       and lists as appropriate;

    f) take whatever action necessary with reference to the use by
       the Debtor of its property pledged as collateral, including
       cash collateral, to preserve the property for the benefit
       of the Debtor and secured creditors in accordance with the
       requirements of the Bankruptcy Code;

    g) assert, as directed by the Debtor, claims the Debtor has
       against others;

    h) assist the Debtor in connection with claims for taxes made
       by governmental units; and

    i) perform other legal services for the Debtor as may be
       necessary.

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

       Professional                     Hourly Rate
       ------------                     -----------
       Attorney                         $175 - $325
       Research Assistants                  $90
       Paralegals                           $90

Ward Stone, Jr., Esq., a partner at Stone & Baxter, assures the
Court that the Firm does not hold or represent interest adverse to
the Debtor or its estate.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and  
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).  
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  As of Jan. 31, 2006, the
Debtor reported assets totaling $37,061,890 and debts totaling
$26,481,670.


FIRSTLINE CORP: Section 341(a) Meeting Scheduled for May 1
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of FirstLine
Corporation's creditors at 11:00 a.m., on May. 1, 2006, at the
U.S. Courthouse, Post Office Building, north Patterson Street in
Valdosta, Georgia.  This is the first meeting of creditors
required under Section 341(a) of the U.S. Bankruptcy Code in the
Debtors' bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and  
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).  
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  As of Jan. 31, 2006, the
Debtor reported assets totaling $37,061,890 and debts totaling
$26,481,670.


FRENCH LICK: S&P Rates Proposed $270 Million Mortgage Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating
and its '3' recovery rating to the proposed $270 million first
mortgage note issues to be issued by French Lick Resorts & Casino
LLC (FLRC) and its wholly owned subsidiary, French Lick
Resorts & Casino Corp., indicating Standard & Poor's opinion
that bondholders can expect meaningful (50%-80%) recovery of
principal in the event of a payment default.
     
At the same time, Standard & Poor's assigned a 'B-' issuer credit
rating to FLRC.  The outlook is stable.  Pro forma for the
proposed offering, FLRC is expected to have about $275 million in
debt outstanding.
     
Net proceeds from the proposed notes will be used to:

   * help fund the:

     -- design,
     -- development,
     -- construction,
     -- renovation, and
     -- refurbishment of the French Lick Resorts & Casino; and

   * fund an interest reserve account to cover the first two and a
     half interest payments.
     
The ratings on FLRC reflect:

   * its narrow business position as an operator of a single
     casino, once the facility opens in late 2006;

   * construction risks associated with the development of the
     facility;

   * competitive market conditions in its southern Indiana gaming
     market; and

   * expected challenges associated with developing a loyal gaming
     customer base.

Also, the company's high pro forma debt leverage and moderate-size
cash flow base increase the risks that a slower-than-expected
ramp-up period could strain the company's liquidity.  Still, the
presence of the development's equity sponsors provides some
comfort.


FRENCH LICK: Moody's Places $270 Mil. Mortgage Notes Rating at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to French Lick
Resorts & Casino, LLC's $270 million First Mortgage Notes due
2014.  The Corporate Family Rating is B3 and the rating outlook is
stable.  The bonds proceeds plus approximately $82.4 million of
equity will be used to construct and open the French Lick Resorts
& Casino located in French Lick in south central Indiana. The
project cost is estimated at $380 million and is expected to open
in phases between November 2006 and June 2007.

The ratings are subject to final terms and documentation.  The
Corporate Family rating is equalized with the senior secured notes
due to the minimal amount of other secured debt in the capital
structure to be comprised of the $25 million senior secured
revolver that will be contractually senior to the notes through an
inter-creditor agreement.  The Issuer will be owned by Blue Sky
Resorts, LLC which is in turn owned by Lauth Resorts & Casino, LLC
and Orange County Holdings, Inc.

Pursuant to Moody's published Global Gaming Methodology, the
rating factors that most influence French Lick's rating are
development profile of the sponsors, project size, financial
metrics post opening and available sources of liquidity to
construct the project on time, on budget and to support the
property ramp-up post opening.  The development profile of the
sponsors maps to a low single B rating given the lack of hotel and
casino operational experience of the sponsors.  However, the
sponsors have engaged experienced hotel and gaming managers to
assist in the development and operation of the resort.  The rating
reflects the French Lick's single asset profile and small project
size in terms of projected revenues and assets of less than $200
million and $400 million, respectively.  Most importantly,
leverage and coverage metrics in the first few years of operation
are projected to be greater than 5.0x and slightly above 1.0x,
respectively.

Other significant rating drivers include elements of legal and
event risk that added downward pressure on the rating outcome.
Legal risk relates to the complicated organizational structure of
the Issuer that is driven by the need to accommodate the
monetization of historic rehabilitation tax credits that will be
generated by qualified expenditures made on the project during
construction and the related risk of a tax recapture.  Just prior
to closing, the Issuer will monetize about 85% or of total
expected tax credits through a master tenant credit pass through
lease structure.  The remaining 15% equity contribution is
expected to be received upon substantial completion of each hotel.

Cook Group Incorporated, the largest private medical devices
corporation that is indirectly affiliated with Orange County
Holdings, Inc., is the tax investor.  The risk of recapture
related to the tax credits is largely mitigated by the guaranty
from the Issuers' indirect parents and certain individuals to
reimburse Cook if such an event were to occur.  Additionally, one
of the sponsors, Lauth Resorts & Casino, LLC, and certain
individuals are being sued by a third party in connection with the
pursuit of the gaming operating contract awarded to French Lick.

Currently neither the Issuer nor its direct or indirect
subsidiaries are named as defendants.  Lastly, the Issuer is
subject to various obligations pursuant to a Local Development
Agreement with the Town of French Lick, the Town of West Baden
Springs, among others, including repayment of up to $5.0 million
in tax exempt bonds to be issued for infrastructure improvements
that adds to the Issuer's debt service burden.

Positive rating consideration is given to the level of equity
being provided by the sponsors', the stable regulatory environment
in Indiana, as well as the stable outlook for gaming in the state.  
Moody's expects FL to help grow the south central Indiana gaming
market and to take market share given the resort nature of the
project and level of amenities, including golf, to be provided
relative to competitors.  However, Moody's notes that French Lick
will be competing with five other riverboat operators in southern
Indiana; several are operated by better capitalized and
experienced gaming operators such as Harrah's, and Penn National.  
The stable rating outlook anticipates the project will be up and
operating by the expected completion date and will generate a
sufficient return to meet debt service requirements.

Total gaming revenues in the southern Indiana gaming market grew
approximately 3% in 2005 and slot per unit per day rose 5%.  A
successful opening and returns that are greater than currently
anticipated could result in upward rating action post opening.
Ratings could be lowered if the project runs into material
construction delays, cost overruns or fails to generate sufficient
cash flow to meet debt service post opening.

The notes will be secured by a pledge of the sponsors' equity
interests in the Issuer and all existing and future subsidiaries,
a security interest in all accounts established to fund
construction and a first lien on substantially all of the Issuers'
existing and future assets, excluding a carve-out for a $25
million revolving credit facility.  The notes are contractually
subordinate to this facility via an Intercreditor Agreement.

The notes will be guaranteed on a senior secured basis by all
direct and indirect existing and future domestic subsidiaries of
French Lick.  However, the gaming license is precluded by law from
being pledged.  The project budget includes a contingency reserve
and an interest reserve for about two and half coupon payments and
appears adequate to support the project scope.  The $25 million
committed revolving credit facility is expected to be available 90
days prior to opening to fund a portion of furniture fixtures and
equipment and to provide liquidity post opening. Disbursement for
the project will be governed by a Cash Collateral and Disbursement
Agreement between the Issuer, its subsidiaries and a trustee.

The project sponsors are affiliates of Lauth Group Inc., a leading
national real estate development, construction and management
company headquartered in Indianapolis, and CFC, Inc., a company
controlled by the Cook family, is a property management and
development company headquartered in Bloomington, Indiana. The
Cook family controls Cook Group Incorporated, the world's largest
privately held medical device manufacturer.

French Lick Resorts & Casino, LLC is a development stage company
that is developing a luxury resort casino, two historic hotels,
and 45 holes of golf in French Lick, Indiana.


GALLERIA CDO: Moody's Puts B3 Rating on Watch & May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed on watch for possible downgrade
the ratings of the following classes of notes issued in 2001 by
Galleria CDO IV, Ltd, a structured finance collateral debt
obligation issuer:

     * The $160,500,000 Class A-1 Senior Secured Floating Rate
       Term Notes, Due 2034

       Prior Rating: A3
       Current Rating: A3, on watch for possible downgrade

     * The $160,500,00 Class A-2 Senior Secured Floating Rate
       Revolving Notes, Due 2034

       Prior Rating: A3
       Current Rating: A3, on watch for possible downgrade

     * The $14,000,000 Class B Second Priority Floating Rate Term
       Notes, Due 2034

       Prior Rating: B3
       Current Rating: B3, on watch for possible downgrade

The rating actions reflect the continued deterioration in the
credit quality of the transaction's underlying portfolio,
consisting primarily of structured finance securities, as well as
the occurrence of asset defaults and par losses, and the continued
failure of certain collateral and structural tests, according to
Moody's.  As of February 2006, the weighted average rating factor
of the portfolio was 2343, compared to the transaction's trigger
level of 475, and the percentage of the portfolio rated below Baa3
was approximately 46%, compared to the transaction's trigger level
of 7.5%.


GALLERIA INVESTMENTS: Hires Thomerson Spears as Bankruptcy Counsel
------------------------------------------------------------------
Galleria Investments LLC sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Thomerson, Spears & Robl, LLC, as its bankruptcy counsel.

Thomerson Spears will represent the Debtor in the course of its
chapter 11 proceedings.

Michael D. Robl, Esq., a member of Thomerson Spears, tells the
Court that the Firm's partners bill $200 per hour while associates
bill $150 per hour.  Mr. Robl discloses, that on behalf of the
Debtor, Crown Concepts Corporation paid the Firm a $14,000
retainer.

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

Headquartered in Decatur, Georgia, Galleria Investments LLC
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  Michael D. Rodl, Esq., at Thomerson, Spears &
Robl, LLC, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.  

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


GALLERIA INVESTMENTS: Wants GlassRatner to Turnover Property
------------------------------------------------------------
Galleria Investments LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia to compel GlassRatner Management and
Realty Advisors, LLC to turnover the Debtor's real property,
personal property, books, records and funds.  

                      Receiver Appointment

The Debtor tells the bankruptcy court that on Feb. 24, 2006, the
Superior Court for Gwinnett County, Georgia appointed GlassRatner
as receiver for the Debtor's property, which is a 150,000 square
foot shopping center, located at 1291 Old Peachtree Road, Duluth,
Georgia.

Pursuant to the Receiver Order, on Mar. 1, 2006, the GlassRatner
took possession of the Debtor's Property, and all financial books
and records pertaining to that property.  The Debtor relates that
from March 1 up to the filing of the bankruptcy petition,
GlassRatner has had possession of the Debtor's Property, the
records and rents, profits and income generated by or from the
property.

The Debtor contends that pursuant to Section 543(b) of the
Bankruptcy Code, a state court appointed receiver must turn over
to the Debtor any and all property in the receiver's control.  The
Debtor says that it only needs to show that:

    a. a custodian has possession of the property; and
    b. the Debtor owns the property.


The Debtor says that GlassRatner is a custodian as that term is
defined in Section 101(11)(A) of the Bankruptcy Code.

                        Tenant Problems

The Debtor argues that GlassRatner must be removed as receiver
since the Debtor's operations have been hindered primarily due to
the Debtor's inability to interact with it tenants, who are
predominantly of Korean descent and have different language
abilities and customs which GlassRatner is not accustomed to.

The Debtor further argues that the relief is warranted because the
presence of GlassRatner has caused the tenants to question whether
they should pay the rent or have refused to pay their rent.

                      Likely Reorganization

The Debtor tells the Court that reorganization is very likely
since it has a prepetition contract for the sale of the property
for $23.1 million.  The Debtor tells the Court that the purchase
price exceeds the amount of the secured debt encumbering the
property.  The Debtor assures the Court that not only
administrative claims will be paid full but it will also provide a
fund for distribution to unsecured creditors.

The Debtor relates a turnover of the property would entail fewer
expenses for the estate since the Debtor's property manager
charges less than GlassRatner.  The turnover, the Debtor
concludes, would allow it to proceed quickly and efficiently with
the filing of its plan of reorganization and consummation of the
pending sale of its property.

                    Reduced Fees and Charges

The Debtor says that should the court order the GlassRatner to
remain in possession of its property, then as an alternative, the
Debtor requests that the provisions in the receiver order be
modified to include:

    1. A 5% cap on GlassRatner's management fee of actual monthly
       collections and not to exceed $5,200 per month;

    2. Non-payment of GlassRatner's leasing fee if there are no
       new tenants or if the leases were acquired by the Debtor,
       its property manager or its agents;

    3. Reduction of GlassRatner's leasing fee to 5% of the first
       six months base rental amount of any lease procured;

    4. Requiring GlassRatner to prepare and timely file monthly
       operating reports to the Office of the U.S. Trustee;

    5. Requiring GlassRatner to comply with the budget limitations
       in the Debtor's proposed use cash collateral;

    6. Requiring GlassRatner to comply with various bank account
       requirements of the Office of the U.S. Trustee;

    7. Requiring GlassRatner to cooperate with potential
       purchasers of the property by providing them access to the
       Property, financial information, rent rolls, leases and
       other information or documentation reasonably necessary in
       such purchaser's due diligence investigation;

    8. Requiring GlassRatner to maintain the books and records
       relating to operation of the property in a timely manner
       and in accordance with generally accepted accounting
       principles; and

    9. Requiring e GlassRatner to allow Debtor and its
       representatives reasonable access to the property and all
       books, records and financial information relating to the
       property.

              About Galleria Investments LLC

Headquartered in Decatur, Georgia, Galleria Investments LLC
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  Michael D. Rodl, Esq., at Thomerson, Spears &
Robl, LLC, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.  

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


GARDEN STATE: Bankruptcy Court Approves Disclosure Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the disclosure statement explaining the Chapter 11 Plan of
Reorganization of Garden State MRI Corp. and its debtor-affiliate.

The Court determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind of
information -- required under Section 1125 of the Bankruptcy Code.

The Debtors can now solicit acceptances of that Plan from their
creditors.

                    Overview of the Plan

Payments due under the Plan will be funded from:

     (a) the Debtor's available cash on the Effective Date;
     (b) the Exit Financing;
     (c) proceeds from Avoidance Actions, if any;
     (d) funds from the Partnerships, if any;
     (e) proceeds from the sale of Real Property; and
     (f) Debtors' Post-Confirmation income.

The Lender will provide $500,000 of Exit Financing, which will be
used to:

     (a) make the initial payment under the MLPI Settlement;

     (b) make the settlement payment under the Newfield
         Settlement;

     (c) provide a source of funds, if necessary, for payment of
         Allowed Administrative Expenses; and

     (d) to fund short term cash needs if such a need arises.

The Exit Financing will be repaid over three years at an interest
rate of 8-9.5%.

                      Treatment of Claims

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

U.S. Bank will receive monthly installments totaling $2,275,000,
through 2011, in final satisfaction of its $4,721,350 claim
against the Debtors.

MLPI will be paid $300,000 in final satisfaction of its $486,000
claim against the Debtors.  $200,000 of the $300,000 payment is
due on the effective date and the remainder will be paid without
interest in three years.

Newfield Bank will be paid $125,000, in full and final
satisfaction of the $212,000 claim against the Debtors.  Newfield
Bank will not receive any payment with regard to the $3,665,907
prepetition loans of Ralph Dauito IV, CEO and owner of Garden
State, unless the assets of his partnerships have not been fully
liquidated.

Golestaneh Entities' claims are contingent and only due if
releases are not obtained from U.S. Bank, MLPI and Newfield.

The Debtors will continue to pay its outstanding prepetition
loans, totaling $40,715, to Toyota Motor Credit according to the
terms of the original loan agreement.

Payments in connection with Chase Home Finance, LLC's $143,410
prepetition claim, will be paid in the ordinary course, until the
Real Property securing the loan is sold or the mortgage is
refinanced.  The Debtors anticipate paying the loan balance at the
closing on the sale of the real property.

The Debtors will continue to pay its outstanding prepetition
loans, totaling $12,189, to M&T Credit Corp. as set forth in the
contract between the parties.

Unsecured claims against Garden State will receive 10% of their
claims, which will be distributed pro rata at the discretion of
the Plan Administrator in two distributions, to be made on the
first and second anniversaries of the effective date.

Unsecured claims against Mr. Dauito will receive a pro rata
distribution from payment of $55,000; plus proceeds that are
received within one year of the effective date from the his
partnerships and from the sale of the real property, if any are
received within one year of the effective date.

Mr. Daiuto, Garden State's sole shareholder, will retain his
equity interest.

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.


GE CAPITAL: Moody's Junks Ba3 Class B-2 Series HE2 Cert. Rating
---------------------------------------------------------------
Moody's Investors Service downgraded seven classes of certificates
issued by GE Capital Mortgage Services.  The classes on review
were issued out of four GE Capital Mortgage Services' transactions
from 1997 and 1998, all of which are primarily backed by fixed-
rate, first- and second-lien subprime residential mortgage loans.

The subordinate certificates of these transactions are being
placed under review for possible downgrade based upon recent
losses and diminishing credit enhancement levels relative to the
current projected losses on the underlying pools.

Complete rating actions are:

   Issuer: GE Capital Mortgage Services Inc., Series 1997-HE3

   * Class B-1; Downgraded to Caa2, Previously B2;
   * Class B-2; Downgraded to C, Previously Ca.

   Issuer: GE Capital Mortgage Services Inc., Series 1997-HE4

   * Class B-1; Downgraded to Caa2, Previously B1;
   * Class B-2; Downgraded to C, Previously Ca.

   Issuer: GE Capital Mortgage Services Inc., Series 1998-HE1

   * Class B-1; Downgraded to B2, Previously Ba2;
   * Class B-2; Downgraded to C, Previously Ca.

   Issuer: GE Capital Mortgage Services Inc., Series 1998-HE2

   * Class B-2; Downgraded to Caa3, Previously Ba3.


GENERAL MOTORS: Credit Strength Doubt Cues DBRS CDO Rating Review
-----------------------------------------------------------------
Dominion Bond Rating Service is reviewing General Motors
Corporation's CDO transaction ratings due to increasing market
speculation on the continual deterioration of GM's credit
strength.  

Doubt on the Company's credit strength has been triggered by its
decision to delay its 10K filing, as well as the Company's
potential restatement of losses.

Currently, GM is included as a reference entity in 29% of DBRS-
rated CDO portfolios.  Should a credit event result with respect
to GM, DBRS says approximately 5% of the portfolios would come
under review for a potential one-notch downgrade, where the
transaction is assigned a long-term debt rating.  In the case of
CDOs funded by asset-backed commercial paper, DBRS believes the
transactions would likely not result in a downgrade of the ABCP.  

DBRS' decision to confirm or downgrade GM's ratings will be based
on:

   (1) the actual timing of the occurrence of a credit event; and

   (2) final recovery values realized thereafter.

To the degree the declaration of a credit event tarries, and
subsequent recovery values for GM remain high, DBRS relates that
impact to the ratings of the CDO transactions under review will be
diminished.  Furthermore, insofar as the impact is minimal, DBRS
expects that the ratings of the ABCP conduits invested in the CDO
transactions will continue to remain stable.

According to DBRS, GM is delaying its 10K filing due to an
accounting issue regarding the classification of cash flows at
Residential Capital Corporation, the residential mortgage
subsidiary of General Motors Acceptance Corporation.  In addition,
the Company has increased losses in 2005 due to adjustments for
three charges.

The Company has stated that the accounting 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.  However, GM has not yet completed its
review of the accounting issue, and it plans to file the 10K
within the next two weeks.

In addition, the Company has revised its reported loss for 2005
from $8.6 billion to $10.6 billion.  The wider loss was due to:

   (1) an increase in the provision for its contingent exposure
       to Delphi Corporation from $2.3 billion to $3.6 billion.
       Changes to the provision are not unexpected as the
       negotiations between GM, Delphi, and Delphi's union are
       ongoing;

   (2) an increase in its North American restructuring charges
       from $1.3 billion to $1.7 billion; and

   (3) the recognition at the GM level of the previously reported
       non-cash goodwill impairment charge of $439 million at
       GMAC.  Furthermore, GM is going to restate its financial
       statements for 2001 and subsequent periods to correct the
       accounting for supplier credits as disclosed in November      
       2005.

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


GENERAL MOTORS: Delayed 10-K Filing Prompts Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed the B2 long-term rating of
General Motors Corporation on review for possible downgrade and
lowered the company's Speculative Grade Liquidity to SGL-2 from
SGL-1.  Moody's also changed the review status of General Motors
Acceptance Corporation's Ba1 long-term rating to "review for
possible downgrade" from "review with direction uncertain" and
confirmed GMAC's Not Prime short-term rating.  In addition,
Moody's changed the review status of ResCap's senior unsecured
Baa3 and short-term Prime-3 ratings to "review for possible
downgrade" from "review with direction uncertain."  These rating
actions follow GM's announcement that it will delay filing its
annual report on Form 10-K with the SEC due to an accounting issue
regarding the classification of cash flows at ResCap, the
residential mortgage subsidiary of GMAC.

The GM rating actions reflect Moody's concern that the delayed
filing, in combination with the ensuing time necessary to resolve
the outstanding accounting matters, poses the risk of a potential
event of default under the terms of the indentures covering GM's
$32 billion in bonds as well as its $5.6 billion undrawn credit
facility.  Additionally, further delay in meeting the company's
filing requirements could impede prospects for GM's proposed sale
of a majority interest in GMAC.

The GMAC and ResCap rating actions reflect the rating agency's
view that the delay in filing financial statements, and the
factors contributing to the delay, highlight substantial control
issues in both firms.  Though neither GMAC nor ResCap are required
to file their financial statements with the SEC until March 31,
Moody's is also concerned that there is a potential for further
filing delays beyond the March 31 deadline and any short-term
filing extensions, which could present a challenge to the two
company's efforts to raise debt in the capital markets. Failure to
file in a timely manner could also constitute a default under bond
indentures and bank agreements of each company, though these
agreements customarily include cure periods that provide for
additional time to resolve such issues.

GM continues to be engaged in efforts to sell a controlling stake
in GMAC but Moody's believes that negative developments such as
the filing delay could slow the progress of the sale process.  In
addition, Moody's believes that the characteristics of potential
buyers of the GMAC stake and the transaction's structure are
increasingly less likely to contribute to a rating outcome that is
higher than GMAC's or ResCap's current ratings.  Given this view,
together with the issues highlighted above, even if GMAC and
ResCap successfully file their financial statements within their
deadlines, Moody's does not expect to change the current rating
review status at that time.

GM's failure to timely file its financial statements poses a
potentially serious risk to its liquidity.  Indentures governing
the company's $32 billion in rated debt require the submission of
audited financial statements to the indenture trustee within 15
days of the deadline for filing with the SEC.  Should GM be unable
to meet this requirement, it could receive a notice of default.
Under the indentures' cure period provisions, GM would then have
90 days to remedy the default or receive waivers, otherwise it
could face an acceleration of these obligations. These delayed-
filing-related risks were identified and more fully discussed in
Moody's November 2005 Financial Reporting Assessment entitled
"Potential Credit Implications to General Motors of Recently
Announced SEC Investigations and Accounting Restatements".

Moody's also believes that a delay in the timely filing of
financial statements could also hamper the planned sale of a
majority interest in GMAC.  The sale proceeds are needed to
supplement GM's $20 billion cash and VEBA balances at a time when
the company faces significant cash requirements to fund operating
losses and a number of large strategic undertakings.  These
undertakings include: providing financial assistance in connection
with the Delphi reorganization; accelerating GM's announced
restructuring and employment reduction initiatives; and, payments
that might be necessary to achieve adequate work rule and benefit
concessions from the UAW as part of the 2007 contract
renegotiation.

Moody's review will focus on the company's ability to file its
financial statements in the near term in order to avert potential
disruption to its financial flexibility.  The review will also
focus on the quality of GM's 2005 earnings including an assessment
of the impact of restatements and disclosures relating to unusual
charges as well as the extent and nature, if any, of material
weaknesses and control deficiencies.

In addition to the above areas of review, GM's ability to sustain
its B2 rating is dependent on the company's progress in several
specific areas including: completing the sale of a majority
interest in GMAC; avoiding a UAW strike at Delphi Corporation;
assisting in a successful reorganization of Delphi; establishing
solid market acceptance of its T900 trucks and SUVs; and,
establishing a more competitive benefit and work rule framework
following the renegotiation of its UAW contract in September 2007.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.  Residential
Capital Corporation, a real estate finance company based in
Minneapolis, Minnesota, is a wholly owned subsidiary of General
Motors Acceptance Corporation.


HEADWATERS INC: S&P Raises Subordinated Debt Rating to B from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior secured bank loan ratings on South Jordan, Utah-
based Headwaters Inc. to 'BB-' from 'B+' and raised its
subordinated debt rating to 'B' from 'B-'.  At the same time, it
affirmed all other ratings.  The outlook is stable.
     
"The upgrade reflects the substantial debt reduction that
Headwaters has achieved since acquiring Tapco International Corp.
in September 2004, our expectations that earnings from the
company's building products businesses will continue to grow via
new products, further cross-selling opportunities through its
extensive distribution network, and expanded capacity," said
Standard & Poor's credit analyst Pamela Rice.
     
Debt, including capitalized operating leases, at Dec. 31, 2005,
was $710 million, about $300 million less than the amount
outstanding at the Sept. 30, 2004, fiscal year-end.
     
"Headwaters' improved leverage should allow its credit profile to
withstand any meaningful loss of revenue in its synthetic fuels
business," Ms. Rice said.  "Also, the current rating reflects our
expectation that Headwaters will conduct acquisitions and capital
projects in a manner that does not jeopardize the company's
balance sheet."
     
With the possible termination of its synthetic fuels business
looming, good growth prospects for building products and fly ash,
favorable end-market conditions, and moderate capital spending
needs should allow Headwaters to generate substantial positive
free cash flow for further debt reduction.  In addition,
efficiency initiatives and operating synergies will gradually
strengthen profitability from already-strong levels.
     
Standard & Poor's could revise the outlook to negative if
conditions in any of Headwaters' markets worsen or if it pursues
meaningful debt-financed acquisitions while the continued
viability of the alternative energy business remains uncertain.  
It is unlikely the rating agency would change in the outlook to
positive over the intermediate term unless one or more of the
company's budding technologies, such as coal cleaning or heavy oil
upgrading, becomes highly successful and the alternative fuels tax
credit is extended for several years.


HOLLINGER INT'L: Court Allows Tweedy Browne to Proceed with Suit   
----------------------------------------------------------------
The Delaware Chancery Court has allowed Tweedy Browne Co. to
proceed with a lawsuit seeking to recover over $5 million in legal
fees from Hollinger International Inc.

Phil Milford, writing for Bloomberg, reported that the Hon. Leo
Strine Jr. refused to dismiss Tweedy Browne's case and
consolidated the fee request with that of Cardinal Capital
Management LLC, another Hollinger shareholder.

Tweedy Browne, which holds an 18% stake in Hollinger, has taken
credit for stirring the investigation that  eventually led to the
dismissal of Hollinger's former chief executive, Conrad Black.  

Bloomberg reports that Mr. Black is facing charges for
racketeering, money laundering, fraud and obstruction of justice.  
Hollinger wants to recover approximately $542 million from the
former executive.

Hollinger had refused to pay Tweedy Browne's legal expenses in
connection with Mr. Black's investigation.  According to Elena
Cherney of The Wall Street Journal, Hollinger lawyers insist that
its was the Company's own investigation, and not Tweedy Browne's
actions, that uncovered Mr. Black's anomalies.

Ms. Cherney adds that Hollinger agreed to pay approximately $2
million in legal fees due to Cardinal.  Hollinger had consented to
pay Cardinal's fee request since it had actually filed a lawsuit
against the Company's board of directors.

Hollinger International Inc. --
http://www.hollingerinternational.com/-- is a newspaper publisher  
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area as well as in Canada.

At Sept. 30, 2005, Hollinger's balance sheet showed a
stockholders' equity deficit of $196,794,000 compared to
$152,186,000 of positive equity at Dec. 31, 2004.


HOLY CROSS: Moody's Holds B2 Rating on $21 Million Bond Issue
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 bond rating on Holy
Cross Hospital's $21.0 million of Series 1994 debt issued by the
Illinois Health Facilities Authority.  The outlook has been
revised to positive from negative.

The outlook revision to positive is based on Holy Cross'
improvement in liquidity in FY 2005 and our expectation that cash
reserves will continue to increase by fiscal year end 2006 with
initiatives that are being implemented as well as additional
funding from the state.  The additional state funding is a key
factor in the outlook revision as it continues to demonstrate the
state's commitment to Holy Cross as an essential safety net
provider in its service area.  The outlook also reflects our
expectation that capital re-investment, particularly an expected
renovation of the emergency department, will allow Holy Cross to
stem further erosion of its patient volume.

Legal Security: Security interest in the unrestricted receivables
of the obligated group, which consists solely of the hospital.
There is no mortgage or property security pledge. Debt service
reserve fund maintained.

Interest Rate Derivatives: None.

Strengths:

   * Despite continued operating losses, Holy Cross has generated
     positive cash flows from operations since 2004

   * Improved liquidity by FYE 2005 to a still unfavorable $9.4
     million from a thin $4.1 million in FYE 2004

   * Recipient of Safety Net Adjustment Payments from the
     state of Illinois, a critical element of the positive
     outlook, which began in FY 2005 and has helped Holy Cross
     offset losses related to serving a high Medicaid and
     uninsured population

   * Approved for a one-time capital grant from the state that is
     expected to be received late in FY 2006 or early FY 2007

   * Improved revenue cycle management that has increased cash
     collection

   * Management team has concrete goals and performance measures

   * Conversion to a contribution plan from a defined benefit
     pension plan as of July 1, 2005 will yield $700 thousand
     reduction in pension expense in FY 2006

Challenges:

   * Low liquidity levels that do not provide cushion in case of
     operating volatility

   * Continued operating losses in FY 2005; Moody's projects
     losses again in FY 2006

   * Multi-year trend of decreasing patient volumes

   * Challenging payer mix with Medicaid representing 24% of
     gross revenues

   * Competition for insured population from larger hospitals in
     Holy Cross' secondary service area

   * Facility in need of capital investment as a result of
     minimal capital spending in recent years due to cash flow
     pressures.  Holy Cross is expected to increase capital
     spending in FY 2007 with a one-time capital grant from the
     state.

Recent Developments:

Although FY 2005 continued to be a challenging year for operations
at Holy Cross, the hospital increased its unrestricted cash to
$9.4 million from $4.1 million.  The improvement in liquidity is a
result of a net $2.4 million payment from the Medicaid hospital
assessment program, and $3.0 million in recurring SNAP payment
from the State of Illinois.  Cash also improved in FY 2005 as a
result of funding $2.1 million in modest capital spending with a
capital loan from its sponsor, the Sisters of Casimir.  While
liquidity measures of 30 days cash on hand remains alarmingly low,
and continues to support the B2 rating, we view the improved cash
position in FY 2005 as a significant credit development.

Moody's also expect moderate increases in cash by FYE 2006 with
additional state funding, including a one-time capital grant that
will be used to renovate the ED and possibly reimburse Holy Cross
for current capital expenditures.  Holy Cross would also be
positioned to receive $5.6 million in additional revenue from the
Illinois Medicaid assessment program if the federal match is
approved for FY 2006.  Since the program has not been re-approved
at this time, Moody's has excluded Holy Cross' $2.4 million net
payment for FY 2005 from operating results.

Besides additional state funding in FY 2006, management is
implementing a number of initiatives to bring Holy Cross towards a
goal of breaking even from operations.  Moody's expect Holy Cross
to continue controlling expenses in FY 2006 as a result of a
reduction in salary wages related to the termination of four
physician employment contracts, a reduction in employee health
benefits and savings from the conversion of its defined benefit
plan to a contribution plan.  However, Holy Cross has generated
notable losses in the past years despite several years of expense
reductions.

Moody's note that financial stability for the hospital will come
only with revenue generation.  The hospital plans to continue
revenue cycle initiatives, but more importantly it must increase
patient volume, physician referrals and improve payer contract
reimbursement.  To that end, Moody's expect that the increased
capital in 2007 should begin to stem further patient volume
decreases that have plagued the hospital for the past six years.
Volume has already begun to stabilize in the first six months of
FY 2006 with very modest increases in admissions, ED visits and
surgical volume.  However, we do not expect the hospital to break
even from operations in FY 2006.

Outlook:

The positive outlook reflects on Holy Cross' improvement in
liquidity in FY 2005 and our expectation that cash reserves will
continue to increase by fiscal year end 2006 with initiatives that
are being implemented as well as additional funding from the
state.  The additional state funding is a key factor in the
outlook revision as it continues to demonstrate the state's
commitment to Holy Cross as an essential safety net provider in
its service area.  The outlook also reflects our expectation that
capital re-investment, particularly an expected renovation of the
emergency department, will allow Holy Cross to stem further
erosion of its patient volume.

What could change the rating up -- A trend of growth in cash flows
and improved liquidity measures; increases in patient volume
combined with a payer mix shift that decreases Medicaid and self-
pay patients.

What could change the rating down -- Decline in cash reserves;
negative cash flow margins; loss of state support payments.

                          Key Indicators

Assumptions & Adjustments:

   -- Based on combined financial statements for Holy Cross
      Hospital and Affiliate

   -- First number reflects audit year ended June 30, 2004

   -- Second number reflects audit year ended June 30, 2005

   -- Investment returns normalized at 6% unless otherwise noted

   -- 2005 financial data excludes a net $2.4 million payment
      from the Illinois Medicaid Hospital Assessment Program

    * Inpatient admissions: 11,016 admissions; 10,744 admissions

    * Total operating revenues: $118.6 million; $114.0 million

    * Moody's adjusted net revenue available for debt service:
      $4.1 million; $1.5 million

    * Total debt outstanding: $27.1 million; $28.8 million

    * Maximum annual debt service: $4.1 million; $4.1 million

    * MADS Coverage based on reported investment income: 1.0
      times; 0.3 times

    * Moody's adjusted MADS Coverage: 1.0 times; 0.4 times

    * Debt-to-cash flow: 12.3 times; -59.9 times

    * Days cash on hand: 12.7 days; 29.7 days

    * Cash-to-debt: 15.0%; 32.6%

    * Operating margin: -2.0%; -4.6%

    * Operating cash flow margin: 3.3%; 0.8%


HOLYOKE HOSPITAL: Moody's Holds Ba1 Rating on $12.3 Million Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on $12.3 million
of Holyoke Hospital's outstanding Series B (1993) bonds.  The
rating outlook has been revised to stable from negative which
reflects the Massachusetts hospital's improved financial
performance.

Legal Security: Bonds are secured by a gross revenue pledge of
Holyoke Hospital

Interest Rate Derivatives: None

Strengths:

   * Improvement in FY 2005 performance at Valley Health Systems,
     of which Holyoke Hospital represents about 85% of system net
     patient revenues, with operating cash flow increasing to
     $5.7 million or 5.0% operating cash flow margin from a
     weaker $2.4 million in FY 2004

   * Inaugural receipt of state appropriations from the States
     Distressed Provider Expendable Trust Fund in FY 2005 as a
     safety net hospital is a primary factor in the improvement
     in financial performance; the state has appropriated $3.2
     million to Holyoke for FY 2006; however, continuation of
     these funds are uncertain and any discontinuation of such
     funding will be a prominent credit factor

   * Improvement in debt service coverage with 4.3 times debt to
     cash flow and improved maximum annual debt service coverage,
     2.3 times from 1.2 in FY 2004

   * Maintenance of liquidity in FY 2005 with 44 days cash on
     hand, higher 59% cash-to-debt due to, in part, the use of
     leases to fund capital needs, reduction in receivables and
     improved performance.

Challenges:

   * Decline in volume growth rates with admissions increasing
     less than 1% in FY 2005 after a 5% increase in FY 2004 and a
     2.8% decrease in outpatient surgeries primarily due to the
     departure and retirement of 4 anesthesiologists; Holyoke
     Hospital has since employed the remaining members of the
     group and hired four new anesthesiologists which will
     suppress FY 2006 results

   * Changing demographic environment in western Massachusetts
     and the disenrollment of Medicaid lives in 2003 has impaired
     performance; charity care and bad debt shows substantial
     annual growth, increasing a material 30% in FY 2005 over FY
     2004

   * Strong competition from two larger providers located 15
     minutes away in Springfield: 588-licensed bed Baystate
     Medical Center and 375-licensed bed Mercy Hospital.  Holyoke
     reports an estimated 30% market share in its primary service
     area which is behind Baystate's 35% market share and but
     ahead of Mercy's 14% market share

   * Recent increase in debt with a $2.2 million equipment lease
     borrowed in February 2006

Outlook:

The rating outlook is stable and reflects the improved financial
performance in FY 2005 which will likely be sustainable in FY 2006
given the receipt of increased state appropriations for Holyoke
Hospital.  Given the uncertainty surrounding the continuation of
these funds, Moody's remains concerned for the longer term
financial performance of the hospital.

What could change the rating up -- Much improved financial
performance, growth in liquidity, growth in inpatient and
outpatient volumes and market share.

What could change the rating down -- Departure from current
results, decline in liquidity, decline in market share and
volumes, material increase in leverage.

                          Key Indicators

   * Based on financial statements for Valley Health Systems,
     Inc. and Affiliates

   * First number reflects audit year ended Sept. 30, 2004

   * Second number reflects audit year ended Sept. 30, 2005

   * Investment returns normalized at 6% unless otherwise noted

   * Inpatient admissions: 7,313; 7,377

   * Total operating revenues: $105.0 million; $114.6 million

   * Moody's-adjusted net revenue available for debt service:
     $3.3 million; $6.6 million

   * Total debt outstanding: $26.4 million; $22.7 million

   * Maximum annual debt service: $2.9 million; $2.9 million

   * MADS Coverage based on reported investment income: 1.04
     times; 2.19 times

   * Moody's-adjusted MADS Coverage: 1.16. times; 2.30. times

   * Debt-to-cash flow: 11.26 times; 4.30 times

   * Days cash on hand: 43 days; 44 days

   * Cash-to-debt: 46%; 59%

   * Operating margin: -2.5%; -0.2%

   * Operating cash flow margin: 2.4%; 5.0%


HUGHES NETWORK: Moody's Puts B1 Rating on Proposed $375MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hughes Network
Systems, LLC's proposed $375 million senior unsecured notes, due
2014.  The ratings will effectively replace the B1 for the
existing $275 million senior secured first lien term loan and the
B3 for the $50 million senior secured second lien term loan.  The
proceeds of the new note offering will be used primarily to
refinance those existing debt issues, at which time, the
corresponding ratings on the existing debt will be withdrawn.  The
balance of the proceeds will be used for general corporate
purposes.  Moody's also affirmed the B1 corporate family rating
and upgraded the existing B1 rating on the $50 million senior
secured revolving credit facility to Ba3.  The outlook remains
stable.

The ratings broadly reflect HNS's current negative cash flow due
to capital spending associated with the company's SPACEWAY 3
satellite, scheduled to launch in 2007, continuing challenges from
terrestrial based competition, and the relatively low margins,
offset by modest leverage and good interest coverage using Moody's
standard analytic adjustments.

Moody's ratings actions:

   * Senior unsecured notes due 2014 -- assigned B1

   * Senior secured revolving credit facility due 2011
     -- upgraded Ba3

Moody's affirmed this rating:

   * Corporate Family Rating -- B1

Moody's affirmed these ratings, which will be withdrawn following
the completion of the offering:

   * First lien senior secured term loan -- B1

   * Second lien senior secured term loan -- B3

The outlook on all ratings is stable.

Hughes Network Systems, headquartered in Germantown, Maryland, is
a global provider of broadband satellite networks and services to
the VSAT enterprise market and the largest satellite Internet
access provider to the North American consumer market.  The
company generated over $800 million in revenues in 2005.


IMMERSION CORP: Equity Deficit Triples to $16.79M in Twelve Months
------------------------------------------------------------------
Immersion Corporation, (Nasdaq:IMMR) reported revenues of
$6.9 million for the quarter ended December 31, 2005 compared to
revenues of $7.4 million for the fourth quarter of 2004.  Net
loss for the fourth quarter of 2005 was $3.0 million an increase
of 4 percent compared to a net loss of $2.9 million for the fourth
quarter of 2004.

Revenues for the year ended December 31, 2005, were $24.3 million
compared to revenues of $23.8 million for the year ended
December 31, 2004.  Net loss for the year ended December 31, 2005,
was $13.1 million an improvement of 37 percent compared to a net
loss of $20.7 million for the year ended December 31, 2004.  As of
December 31, 2005, Immersion had cash and cash equivalents
totaling $28.2 million.

"Over the first three quarters of the year, our total Gaming
business revenue increased by 41 percent over the comparable
period in 2004," said Vic Viegas, Immersion CEO.  "Although we
anticipated somewhat lower revenue in fourth quarter due to
next-generation console transitions, the impact of consumer
purchase delays and shortages of the new Microsoft Xbox 360
contributed to a greater decline than we, and many in the
industry, expected.  The magnitude of the downturn in the video
console gaming market was a major factor in our disappointing
fourth quarter revenue and net loss.

"In January 2006, our Mobility business reached a significant
milestone with the launch of the first VibeTonz-enabled GSM mobile
phone.  Our first phone for the European market as well, the
Samsung SGH-E770 is designed for mass-market appeal.  It is
currently being offered by Orange in the U.K. and France, T-Mobile
in Germany and the U.K, and others to come.  There are currently
eight operators across three continents, representing
approximately 220 million subscribers, who offer GSM or CDMA
mobile phones with our VibeTonz technology.

"In our patent infringement suit against Sony Computer
Entertainment, Inc., and Sony Computer Entertainment of America,
Inc., on June 16, 2005, Sony appealed the judgment, including the
$90.7 million award, the injunction, and the compulsory license to
the United States Court of Appeals for the Federal Circuit.  We
expect the appeal briefing to be completed by the end of March
2006.  We remain confident of our position in the appeal process,"
concluded Viegas.

In a related suit, Immersion and Electro Source also settled
Immersion's patent infringement action against Electro Source
filed in September 2004, and, as part of the settlement, Electro
Source has taken a license for Immersion patents related to
vibro-tactile devices for consumer gaming peripherals.

Founded in 1993, Immersion Corporation --
http://www.immersion.com/-- develops, licenses and markets  
digital touch technology and products.  Immersion's technology is
deployed across automotive, entertainment, medical training,
mobility, personal computing, and three-dimensional simulation
markets.  Immersion's patent portfolio includes over 500 issued or
pending patents in the United States and other countries.

As of December 31, 2005, the Company's equity deficit tripled to
$16,795,000 from a $5,967,000 deficit at December 31, 2004.


INFRASOURCE SERVICES: Reports $5.8MM of Net Income in 4th Quarter
-----------------------------------------------------------------
InfraSource Services, Inc. (NYSE: IFS) disclosed its financial
results for the fourth quarter and year ended Dec. 31, 2005, to
the Securities and Exchange Commission on Mar. 1, 2006.

                      Fourth Quarter Results

Revenues for the fourth quarter 2005 increased $31.0 million, or
16%, to $223.3 million, compared to $192.3 million for the same
quarter in 2004.  This increase was due to growth in revenues from
our electric and telecommunication end markets offset by an
expected decline in our natural gas end market revenues.

Net income for the fourth quarter 2005 was $5.8 million versus net
income of $5.5 million for the fourth quarter last year, an
increase of 6%.  Income as adjusted (non-GAAP) was $6.5 million
for the fourth quarter 2005 versus income as adjusted of $5.6
million for the same quarter in 2004, an increase of 16%.

EBITDA from continuing operations (non-GAAP) for the fourth
quarter 2005 was $20.1 million compared to $19.7 million for the
fourth quarter 2004, an increase of 2%.  EBITDA from continuing
operations as adjusted (non-GAAP) increased $2.0 million, or 11%,
to $20.6 million for the fourth quarter 2005 versus $18.6 million
for the fourth quarter a year ago.

Income as adjusted, EBITA from continuing operations, EBITA from
continuing operations as adjusted, EBITDA from continuing
operations and EBITDA from continuing operations as adjusted are
provided to enhance understanding of our operating performance.  

                       Backlog & New Awards

At the end of the fourth quarter 2005, total backlog was $894
million, a 9% increase compared to the end of the third quarter
2005 and 4% less than at the end of the fourth quarter 2004.  The
increase in our backlog from the third quarter 2005 to the fourth
quarter 2005 is primarily related to additional scopes of work in
our telecommunications and electric end markets offset by an
expected decline in our natural gas backlog.  The decline in our
backlog from the fourth quarter 2004 to the fourth quarter 2005 is
due primarily to the timing of renewal for natural gas master
service agreements, typically every two to three years.  
Approximately $590 to $610 million of this year-end 2005 backlog
is expected to be performed during 2006, an increase of
approximately 20% over the comparable figure at the same time last
year.

Among our awards during the fourth quarter 2005 were 6 scopes of
electric transmission work totaling approximately $56 million,
including 2 previously announced transmission projects in Texas.  
We also performed approximately $14 million of storm-related
reconstruction work in the Gulf region during the fourth quarter
following Hurricanes Katrina and Rita.

David Helwig, Chief Executive Officer, said, "We are very pleased
with our results for the quarter and the sequential increase in
our backlog.  We continue to believe that we are well positioned
to benefit from potential growth in our end markets including
opportunities in electric transmission and telecommunications
high-bandwidth infrastructures.  Our continued efforts to
capitalize on the breadth and strength of our complementary
services and the level of activity in our end markets are
encouraging, as evidenced by the strength of our bidding activity.  
However, our quarterly revenue and earnings will continue to
depend on the timing and scope of contract awards, especially
those for large electric transmission lines."

                  Twelve-Month Financial Review

Revenues for the twelve months ended Dec. 31, 2005 increased
$222.9 million, or 35%, to $865.5 million, compared to $642.6
million for 2004.  This increase was due to growth in revenues
from each of our electric, natural gas, and telecommunication end
markets, including organic growth and the full year results of our
2004 acquisitions of EnStructure and Utili-Trax.

Net income for the twelve months ended Dec. 31, 2005 was $13.7
million versus net income of $9.6 million for the same period last
year, an increase of 43%.  Net income for 2005 included an after-
tax loss of $5.8 million related to the previously announced
underground construction project loss.  Income as adjusted was
$14.0 million for the twelve months ended Dec. 31, 2005, including
the aforementioned underground construction project loss, versus
income as adjusted of $19.9 million for the same period in 2004, a
decrease of 30%.

EBITDA from continuing operations for the twelve months ended
Dec. 31, 2005 was $62.9 million compared to $61.1 million for the
twelve months ended Dec. 31, 2004, an increase of 3%.  EBITDA from
continuing operations for 2005 included the $10.1 million pre-tax
loss on the aforementioned underground construction project.  
Excluding the items in the attached table, EBITDA from continuing
operations as adjusted was $59.9 million for the twelve months
ended December 31, 2005, including the project loss, versus $68.0
million for the same period a year ago, a decrease of 12%.

                       About InfraSource

Headquartered in Media, Pennsylvania, InfraSource Services, Inc.
(NYSE: IFS) -- http://www.infrasourceinc.com/-- is one of the  
largest specialty contractors servicing electric, natural gas and
telecommunications infrastructure in the United States.  
InfraSource designs, builds, and maintains transmission and
distribution networks for utilities, power producers, and
industrial customers.

                         *    *    *

As reported in the Troubled Company Reporter on May, 11, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Aston, Pennsylvania-based InfraSource Services
Inc. At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and recovery rating of '5,' indicating
negligible (less than 25%) recovery of principal in the event of a
default, to the company's $157.2 million senior secured credit
facility.  Standard & Poor's said the Rating Outlook is stable.


INTEGRATED DISABILITY: Wants to Sell Assets to Reliance Standard
----------------------------------------------------------------
Integrated DisAbility Resources, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Texas for authority to:

   a) sell its assets free and clear of all liens, claims and
      encumbrances and interests; and

   b) assume and assign certain executory contracts and licenses
      to the buyer.

The Debtor has been negotiating with Reliance Standard Life
Insurance, Inc.  Reliance has offered to pay $700,000, subject to
higher and better offers in a competitive auction process.  The
Debtor believes an auction will maximize the value of its assets.  

Under the agreement with Reliance Standard, Reliance has made a
$140,000 refundable down payment and will pay the balance of the
purchase price at closing.  If Debtor obtains the approval of the
assignment by Debtor to Reliance Standard of the Microsoft SQL
licenses held by Debtor, Reliance Standard will pay to Debtor at
Closing an additional $50,000, and the aggregate purchase price
for the assets will be $750,000.

The Debtor will pay Reliance Standard a break-up fee consisting of
$30,000 plus any management fees if Reliance's bid is topped by a
competitor.

The Debtor will hold an auction on March 22, 2006, at 10:00 a.m.
at:

      Godwin Pappas Langley Ronquillo, LLP
      1201 Elm Street, Suite 1700
      Dallas, Texas 75270

Qualified bids must be submitted no later than today, at 5:00 p.m.

The Hon. Barbara J. Houser will convene a sale hearing on April 5,
2006, at 11:00 a.m., to consider the Debtors' request.

                 About Integrated DisAbility

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 ELECTRICAL: U.S. Trustee Appoints 3-Member Equity Panel
------------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, William T.
Neary, the United States Trustee for Region 6, appoints three
equity holders to the Official Committee of Equity Holders in
Integrated Electrical Services, Inc., and its debtor-affiliates'
Chapter 11 cases:

      1. Wolf Point Capital Management, LLC (Interim Chairman)
         181 W. Madison, Suite 3625
         Chicago, IL 60602
         Tel: (312) 781-8048
         Attn: Ronnie Kaplan
         Rkaplan@wolfpointcapital.com

      2. Wells Capital Management
         101 Park Avenue, Suite 2609
         New York, NY 10178
         Tel: (646) 428-4348
         Attn: Michael Schneider
         mschneid@wellscap.com

      3. Prescott Group Capital Management, LLC
         1924 S. Utica, Suite 1120
         Tulsa, OK 74104
         Tel: (918) 747-3412
         Fax: (918) 742-7303
         Attn: Jeff Watkins
         jeff@prescottcapital.com

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

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.
(Integrated Electrical Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Committee Hires Weil Gotshal as Counsel
--------------------------------------------------------------
Joseph Lash, chairman of the Official Committee of Unsecured
Creditors, relates that prior to the Petition Date, the ad hoc
committee of certain holders of the 9-3/8% Senior Subordinated
Notes Due 2009 issued by Integrated Electrical Services, Inc.,
retained Weil, Gotshal & Manges LLP.

As counsel, Weil Gotshal assisted the ad hoc committee in
negotiating with Integrated Electrical Services, Inc., and its
debtor-affiliates in the formulation of the pre-negotiated Plan of
Reorganization, the Plan Support Agreement which provides for the
Debtors' financial restructuring, and the disclosure statement
accompanying the Plan.

On the Petition Date, the U.S. Trustee appointed members of the
Ad Hoc Committee to serve on the Official Committee.

Against this backdrop, the Creditors Committee seeks the U.S.
Bankruptcy Court for the Northern District of Texas' authority to
retain Weil Gotshal as its bankruptcy counsel, nunc pro tunc to
February 14, 2006.

Marcia L. Goldstein, a member of Weil Gotshal and co-chair of the
firm's business, financial and restructuring department, and
Alfredo R. Perez, a member of Weil Gotshal, will have lead
responsibility for the firm's representation of the Committee.

Mr. Perez is a member in good standing of, among others, the Bar
of the State of Texas and the United States District Court for
the Northern District of Texas, according to Mr. Lash.

As legal counsel, Weil Gotshal will:

   (1) assist, advise, represent the Committee with respect to
       the administration of the cases and the exercise of
       oversight with respect to the Debtors' affairs, including
       all issues arising from or impacting the Debtors, the
       Committee, or the Chapter 11 cases;

   (2) provide all necessary legal advice with respect to the
       Committee's powers and duties;

   (3) pursue confirmation of a plan of reorganization and
       approval of an associated disclosure statement for the
       Debtors;

   (4) conduct any investigation, as the Committee deems
       appropriate, concerning, among other things, the Debtors'
       assets, liabilities, financial condition, and operating
       issues;

   (5) prepare on behalf of the Committee necessary applications,
       pleadings, motions, answers, orders, reports, and other
       legal papers;

   (6) communicate with the Committees' constituents and others
       as the Committee may consider necessary; and

   (7) perform all other legal services for the Committee.

Weil Gotshal will be paid based at these hourly rates:

     Professional            Hourly Rate
     ------------            -----------
     Marcia L. Goldstein     $810
     Alfredo R. Perez        $735
     Members & Counsel       $500 - $810
     Associates              $310 - $560
     Paraprofessionals        $95 - $235

Within the four months prior to the Petition Date, the Debtors
paid Weil Gotshal $745,158 for its services to the Ad Hoc
Committee:

     Professional fees           $735,099
     Reimbursement of expenses    $10,059

As of the Petition Date, the firm holds $60,000 in its retainer
account.  The firm will hold the funds, subject to further Court
order.

Mr. Perez assures the Court that Weil Gotshal does not represent
and does not hold any interest adverse to the Debtors' estates or
their creditors in the matters upon which the firm is to be
engaged.

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

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.
(Integrated Electrical Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Committee Hires CDG as Financial Advisors
----------------------------------------------------------------
Prior to the Petition Date, the ad hoc committee of the 9-3/8%
Senior Subordinated Notes Due 2009 retained Conway, Del Genio,
Gries & Co., LLC, as its financial advisors.  CDG assisted the Ad
Hoc Committee in the negotiation with Integrated Electrical
Services of the Plan Support Agreement, the Reorganization Plan,
and the Disclosure Statement during which CDG became familiar
with Integrated Electrical Services, Inc., and its debtor-
affiliates' businesses and the facts and circumstances
relating to the commencement of the Chapter 11 cases.

Joseph Lash, chairman of the Official Committee of Unsecured
Creditors of Integrated Electrical Services, Inc., tells the
Court that CDG is made up of over 25 professionals with
experience in a wide range of industries and have provided
services to creditors and other constituencies in many Chapter 11
cases, including Converse Inc., Mariner Post Acute Network Inc.,
Montgomery Ward LLC, and W.R. Grace & Co.

By this application, the Creditors Committee seek the U.S.
Bankruptcy Court for the Northern District of Texas's to retain
CDG as its financial advisors, nunc pro tunc to February 14, 2006.

As financial advisors, CDG will:

   (1) conduct financial due diligence of Integrated Electrical
       Services, including evaluating financial performance,
       liquidity, capital structure, operating trends and market
       conditions;

   (2) review analyses prepared by the Company or its financial
       advisors with respect to strategic alternatives available,
       including an assessment of their values;

   (3) review and evaluate business plans prepared by the Company
       or its advisors, including any cash flow projections, long
       term or short term business plans supported by financial
       forecasts;

   (4) perform valuation analyses in connection with any
       potential or proposed transactions; and

   (5) perform other financial advisory services as may be
       agreed to from time to time by the Committee and CDG.

Within the four months prior to the Petition Date, the Debtors
paid CDG, in its capacity as financial advisors to the Ad Hoc
Committee, $300,000 plus $10,075 for reasonable out-of-pocket
expenses.  The fees and expenses were incurred in rendering
services to the Ad Hoc Committee that were in contemplation of,
or in connection with, the Debtors' restructuring efforts and the
negotiation of the PSA.  In addition, CDG currently holds a
$94,063 retainer.

Pursuant to an engagement letter dated February 24, 2006, between
the Committee and CDG, the firm will be paid a $50,000 monthly
advisory for its services, plus reasonable out of pocket
expenses, payable in accordance with the Court-approved
procedures for professional fee compensation.

The Engagement Letter further provides that the Debtors will
indemnify CDG and its affiliates, consultants, and independent
contractors and each of their members, officers, directors,
employees, agents, controlling parties and representatives under
certain circumstances.

In his affidavit, Michael F. Gries, a member of CDG, assures the
Court that CDG is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code and does not
hold or represent any interest adverse to the Debtors' estates.

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

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


INTERTAPE POLYMER: Earns $9.7 Mil. of Net Income in Fourth Quarter
------------------------------------------------------------------
Intertape Polymer Group Inc. (TSX:ITP)(NYSE:ITP) reported its
financial results for the fourth quarter and year ended
December 31, 2005.

"During the course of 2005, we successfully met the multiple
challenges presented by both the rising costs and supply shortages
of raw materials," said Intertape Polymer Group Inc. (IPG)
Chairman and Chief Executive Officer, Melbourne F. Yull.  "Despite
these difficult market conditions, we achieved significant revenue
growth, increased our overall gross profit and improved our
adjusted net earnings.  During this period of rising prices and
material shortages, we took advantage of market conditions to
improve the mix of products we are selling.  While the acquisition
in October of Flexia Corporation and Fib-Pak Industries Inc.
contributed positively to our fourth quarter sales and earnings,
the lower margins of these products had a dampening effect on our
overall gross margin. However, we expect to see improvements on
this front as the integration of the operations advances during
the course of 2006."

                      Operating Results

Sales for the year were $801.8 million, up 15.8% compared to 2004.
Excluding revenues related to the Flexia and Fib-Pak acquisition
that occurred in 2005, sales were up about 12.5% from $692.4
million for 2004 to approximately $780 million in 2005. Sales for
the fourth quarter were $222.7 million, up 23.2% compared to the
corresponding quarter last year. These sales were negatively
impacted by $2.8 million as the result of an increase in the
provision for doubtful accounts relating to outstanding claims and
short payments by existing customers, principally in the retail
distribution channel. Selected customers have the contractual
right to perform post-audits on prior years' sales and related
incentive activities.  Included in the $2.8 million of additional
allowance for doubtful accounts are customer post-audit claims
submitted to the Company in 2005 for periods as far back as 2000.
Excluding revenues related to the Flexia and Fib-Pak acquisition
that occurred in October 2005, sales were up about 10.7% from
$180.7 million for the fourth quarter of 2004 to approximately
$200 million for the fourth quarter of 2005.  This increase was
due primarily to selling price increases.

Gross profit for the year increased by 15.9% compared to 2004.   
Gross margin for the year was flat at 20.7%.  Gross profit for the
quarter increased by 26.9% to $45.8 million mainly due to
increased selling prices and the Flexia and Fib-Pak acquisition.  
In the fourth quarter of 2005, the Company recorded a $3.4 million
insurance claim related to the boiler explosion that occurred
earlier in the year.  The Company has reduced cost of sales by
$2.0 million with the balance of the claim recorded against an
earlier recorded loss provision and the write-off of the boilers
destroyed in the explosion.  Gross margin for the fourth quarter
was 20.5% compared to 19.9% for the same quarter last year
reflecting the improvements generated by price increases, somewhat
dampened by the lower margins of Flexia and Fib-Pak products.

Selling, general and administrative expenses were $30.1 million in
the fourth quarter of 2005, compared to $25.8 million for the
fourth quarter of 2004.  Much of the increase was attributable to
the SG&A costs of Flexia and Fib-Pak, expenses incurred to support
sales activities, increased variable selling costs as a result of
higher sales, and approximately $1.2 million in performance
bonuses.  "While SG&A expenses increased in certain areas compared
to the same period last year, as a percent of sales for the
quarter, they were down from 14.3% in 2004 to 13.5% in 2005," said
IPG's Chief Financial Officer, Andrew M. Archibald, C.A. SG&A
expenses were $104.8 million, or 13.1% of sales, for the year,
compared to $94.2 million, or 13.6% of sales, for 2004.

Financial expenses in the fourth quarter were $6.7 million, a
54.7% increase compared to $4.3 million for the fourth quarter
last year.  The increase was principally because of the increase
in borrowings at the end of September 2005 to fund the acquisition
of Flexia and Fib-Pak and the higher interest rates in the fourth
quarter of 2005 compared to the fourth quarter of 2004, reflecting
the numerous increases in the U.S. prime rate over the course of
this period.  "During 2005, interest rates rose steadily
throughout the year, reducing the benefit of the Company's 2004
refinancing.  In response to the rising interest rate environment,
in June and July 2005, IPG entered into interest-rate swap
agreements that effectively fixed the interest rate on
$75.0 million of bank debt for five years," commented Mr.
Archibald.  Financial expenses for the year were $23.8 million
compared to $24.3 million, excluding the $30.4 million cost of
refinancing, for last year.

For the year, the Company recorded an income tax expense of
$1.5 million, compared to an income tax recovery of $29.8 million
for the year 2004, this latter amount reflecting primarily the
impact of the valuation allowance adjustment in the fourth quarter
of 2004 and the tax effect of the $30.4 million of refinancing
expenses incurred in the third quarter of 2004.  For both the
fourth quarter of 2005 and 2004, the Company recorded income tax
recoveries, which reflected reductions to the Company's valuation
allowance for future income tax benefits of $4.1 million and
$19.0 million.  These adjustments were a result of the Company's
periodic assessment of its ability to realize future income tax
assets.

Net earnings were $27.8 million for the year, compared to net
earnings of $11.4 million, for the year 2004.  Net earnings for
the fourth quarter of 2005 were $9.7 million compared to net
earnings of $17.7 million for the fourth quarter of 2004.  
Included in the net earnings of these periods were refinancing
expenses, manufacturing facility closure costs, industrial
accident costs, and valuation allowance adjustments for future
income tax benefits.  Excluding these items, and related tax
benefits, adjusted net earnings for the fourth quarter of 2005
were $6.1 million compared to $3.7 million for the same quarter
last year, a 64.9% increase.  Adjusted net earnings for 2005 were
$26.2 million compared to $15.4 million for 2004, a 70.1%
increase.  The improvement in adjusted net earnings resulted from
the increase in gross profit partly offset by higher selling and
financial expenses.  The Company is including adjusted net
earnings, a non-GAAP financial measure, because it believes the
measure permits more meaningful comparisons of its core business
performance between the periods presented.  Adjusted net earnings
does not have any standardized meaning prescribed by GAAP and is
therefore unlikely to be comparable to similar measures presented
by other issuers.  

The Company is including earnings before interest, taxes,
depreciation and amortization (EBITDA) and Adjusted EBITDA,
non-GAAP financial measures, in this discussion of results because
it believes these measures permit more meaningful comparisons of
its performance between the periods presented.  In addition, the
Company's covenants contained in the loan agreement with its
lenders require certain debt to Adjusted EBITDA ratios be
maintained, thus EBITDA and Adjusted EBITDA are used by management
and the Company's lenders in evaluating the Company's performance.   
The terms EBITDA and Adjusted EBITDA do not have any standardized
meanings prescribed by GAAP and are therefore unlikely to be
comparable to similar measures presented by other issuers.  The
Company's EBITDA for the fourth quarter of 2005 was $21.8 million
compared to $9.1 million for the fourth quarter of 2004.  The
adjusted EBITDA was $21.1 million in the fourth quarter of 2005
as compared to $16.5 million in the fourth quarter of 2004.  
EBITDA was $82.8 million for 2005 compared to $65.0 million for
2004.  The adjusted EBITDA was $84.2 million for 2005 compared to
$72.4 million in 2004.

As announced in December 2005, the Company intends to sell a
portion of its interest in the combined coated products operation
and flexible intermediate bulk container (FIBC) business through
an initial public offering of the combined business using a
Canadian Income Trust.  The Company's announced plan was to file a
prospectus in the first quarter of 2006. While it is now unlikely
that the Company will file a prospectus during the first quarter
of 2006, the Company's intention remains to file a prospectus at
the earliest opportunity.

                         Cash Flows

From a cash perspective, free cash flow for the year was
$8.3 million, an increase of $30.8 million compared to 2004.  The
Company generated $3.8 million of free cash flow in the quarter,
an increase of $7.0 million compared to the same quarter last
year.  Free cash flow is defined by the Company as cash flows from
operating activities less expenditures for plant, property and
equipment (capital expenditures).  The Company is including free
cash flow, a non-GAAP financial measure, because it is used by
management and the Company's investors in evaluating the Company's
performance.  Free cash flow does not have any standardized
meaning prescribed by GAAP and is therefore unlikely to be
comparable to similar measures presented by other issuers.  A
reconciliation of free cash flow to cash flows from operating
activities, the most directly comparable GAAP measure, is set
forth below.

"Our cash flow was favourably affected by increased sales and
profitability," commented Mr. Archibald. "However, the improvement
in free cash flow for 2005 was not as substantial as anticipated,
particularly in the fourth quarter, as the rapid escalation in raw
material costs and the resulting increase in inventory values,
offset the inventory unit reduction achieved in the fourth
quarter."  The decrease in accounts payable and accrued expenses
was due to lack of inventory pre-buying at December 31, 2005
compared to December 31, 2004 and the fact that the Company was
taking increased advantage of prompt pay discounts from suppliers
at the end of 2005.

                        Balance Sheet

Total debt, net of cash, was increased by $23.5 million over the
course of 2005, primarily as a result of the Flexia and Fib-Pak
acquisition.  While total debt, net of cash, increased, compared
to shareholders' equity, the ratio remained constant at the
December 31, 2004 level of 77%.  As of December 31, 2005, the
Company had cash of $10.1 million, as well as a committed
revolving credit facility of $75.0 million, of which $22.0 million
has been drawn, including $7.0 million for letters of credit.

Intertape Polymer Group is a recognized leader in the development
and manufacture of specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,600 employees with operations in 16 locations, including 12
manufacturing facilities in North America and one in Europe.

                       *     *     *

As reported in the Troubled Company Reporter on July 6, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Laurent, Quebec-based Intertape Polymer Group
Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '2' to the company's proposed
$250 million senior secured credit facilities based on preliminary
terms and conditions.  The 'B+' rating and the '2' recovery rating
indicate an expectation of substantial (80%-100%) recovery of
principal in the event of a default.


IOWA TELECOMMS: Earns $11.6 Mil. of Net Income in Fourth Quarter
----------------------------------------------------------------
Iowa Telecommunications Services, Inc. (NYSE:IWA) reported
its operating results for the fourth quarter and year ended
December 31, 2005, to the Securities and Exchange Commission on
Mar. 9, 2006.

The company reported a net income increased by $28.2 million to
$11.6 million for the quarter compared to net a loss of $16.7
million in the fourth quarter of 2004.  Net income in the fourth
quarter of 2004 was negatively impacted by $26.2 million of one-
time transaction-related costs associated with the Company's
initial public offering.  Excluding these one-time costs, net
income would have been $9.5 million in the year-ago quarter.

Operating revenues increased $1.5 million, or 2.6%, to $58.2
million for the fourth quarter of 2005 as compared to the same
quarter in 2004.  DSL Internet access service revenues increased
$1.5 million, or 81.3%, due primarily to customer growth.

For the fiscal year of 2005, net Income increased $32.2 million to
$46.4 million compared to $14.2 million in 2004.  Operating
revenues increased $3.5 million, or 1.5%, to $231.6 million for
the year ended December 31, 2005, compared to $228.1 million in
2004.

"We're pleased to have had another quarter of solid performance,"
said Alan L. Wells, Iowa Telecom president and chief executive
officer.  "Our operating revenues, operating income, net income
and Adjusted EBITDA all increased over the previous quarter's
levels. Our DSL service offering continues to be very well
received as we added 4,000 net subscribers during the fourth
quarter.  This increase more than offset our losses in total
access lines, which declined by 2,000 during the quarter.  Our
access line loss slowed somewhat during the quarter, reflecting
the success in our marketing campaigns focused on communities in
which our services have been deregulated.  Overall, it was a very
good quarter and was in line with our expectations for the
business.

"Our results for the year were also consistent with our
expectations, and reflect the relatively stable nature of our
rural telecommunications business," Mr. Wells added. "Adjusted
EBTIDA for 2005 was $127.9 million, a decrease of $10.1 million
from 2004.  However, this decrease is the direct result of several
unique events that occurred in both 2004 and 2005.  In April 2004,
as a result of our rate settlement, we recognized $7.1 million in
revenue that was collected in prior periods subject to refund, and
thus our 2004 revenues and Adjusted EBITDA were unusually high.  
In addition, as a result of our recapitalization in late 2004, we
received approximately $2.0 million less in cash patronage
dividend income in 2005 from our capital investment in the Rural
Telephone Finance Cooperative, one of our primary lenders.  
Finally, as a result of certain amendments to our defined benefit
pension plan made in 2005, we incurred $1.5 million in additional
pension expense during the last half of 2005, of which, $435,000
occurred during the fourth quarter.  We expect these pension plan
changes to also increase our expense and cash-funding requirement
next year.  However, we continue to believe the resulting
significant reduction in future pension expense, and the
elimination of the associated future pension liability risk,
outweigh these one-time costs and help to further enhance the
predictability of our future cash flows.

"Our capital expenditures for 2005 were $30.1 million and were in
line with our prior guidance.  We anticipate our 2006 capital
expenditures to be between $28 million and $30 million," Mr. Wells
added.  "Our interest expense for 2005, excluding amortization of
debt issuance costs, was also in line at $30.5 million.  We
believe our 2006 cash interest expense will be between $30 million
and $32 million.  During 2005, we used our excess cash to reduce
our net debt by $25.4 million.  As a result of our successful
refinancing in 2005, we have effectively locked the rate on most
of our term debt through 2011, therefore mitigating the risk
associated with the potential future increases in interest rates.

"Generating strong cash flows remains our primary focus in 2006
and beyond," Mr. Wells said.  "Operationally, we intend to achieve
this goal by continuing to leverage our local presence and
increasing our revenue per access line by selling additional and
enhanced services such as DSL.  Through our competitive local
exchange subsidiaries, we will continue to selectively pursue
customers in markets adjacent to our existing markets.  During
2005, our competitive local exchange operations gained 5,600
customers and turned Adjusted EBITDA positive as we expected.  
Finally, we will continue to evaluate selective accretive
acquisitions, similar to our pending acquisition of the Montezuma
Mutual Telephone Company.  We believe this acquisition is on track
to close during the first half of 2006, and should add
approximately 2,200 telephone access lines, 1,300 cable television
customers and 900 data customers to our operations.

                        About Iowa Telecom

Headquartered in Newton, Iowa, Iowa Telecommunications Services,
Inc. (d/b/a Iowa Telecom) -- http://www.iowatelecom.com/-- is a  
telecommunications service provider that offers local telephone,
long distance, Internet, broadband and network access services to
business and residential customers. Today, the company serves over
440 communities and employs over 600 people throughout the State
of Iowa.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Iowa Telecommunications Services Inc.  The
outlook is negative.

In addition, a 'BB-' bank loan rating and a '3' recovery rating
were assigned to the company's proposed $587 million senior
secured credit facility maturing in 2011, indicating the
expectation for a meaningful (50%-80%) recovery of principal in
the event of a payment default or bankruptcy.


IPIX CORP: Posts $22.5 Million Net Loss in 2005
-----------------------------------------------
IPIX Corporation (NASDAQ: IPIX) disclosed its fourth quarter and
full year 2005 earnings.

Revenue almost doubled in the fourth quarter ended Dec. 31, 2005
to $1.8 million from $900,000 in the comparable quarter the prior
year.  Net loss to common shareholders in the fourth quarter was
$5.1 million, compared to $4.8 million in the comparable quarter
the prior year.

Annual revenue for 2005 was $5.4 million, a 40% increase from the
previous year.  Net loss to common shareholders year for the ended
Dec. 31, 2005 was $22.5 million, compared to a net loss of $15.6
million in the comparable period the prior year.

IPIX demonstrated increased traction in its vertical markets.
Video sales for the year 2005 increased 47% over 2004.  In
addition, professional service revenue continued to increase in
the fourth quarter under IPIX's $2.4 million research contract
with the Department of Defense Advanced Research Projects Agency
to research and build the world's highest resolution video camera.

Restructuring expenses include personnel, rent, IT infrastructure
relocation, and fixed asset valuation, which were associated with
the company's continuing commitment to streamline operations and
consolidate resources.  Additionally, the company incurred
significant legal expense in 2005 for patent litigation and for
accounting and professional fees related to the second year of
Sarbanes Oxley reporting requirements.

"The result for 2005 clearly demonstrates the growing demand for
visual solutions for business intelligence," said IPIX President
and CEO Clara Conti.  "During 2005 the company undertook many
measures to help us conserve cash resources, minimize operational
redundancies and align internal resources to take full advantage
of the growing demand for immersive technology solutions. While I
am disappointed in the financial results for 2005, I am very
pleased with the progress we have made this past year toward
establishing IPIX as a premier supplier of I.P. camera technology
in several significant vertical markets."

                     Going Concern Doubt

In its Form 10-K for the year ended Dec. 31, 2004, filed with the
Securities and Exchange Commission, PricewaterhouseCoopers LLP
expressed doubt about the company's ability to continue as a going
concern.  During the year ended Dec. 31, 2004, and in the prior
fiscal years, the Company has experienced, and continues to
experience, certain issues related to cash flow and profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.  The company believes that it can
generate sufficient cash flow to fund its operations through the
launch and sale of new products in 2005 in the two continuing
business units of the Company.  In addition, management will
monitor the company's cash position carefully and evaluate its
future operating cash requirements with respect to its strategy,
business objectives and performance.  Management said it will
focus on operating costs in relation to revenue generated.

IPIX was not able to timely file its annual report for the year
ended Dec. 31, 2005 with the SEC because the Company's independent
registered public accounting firm, Armanino McKenna LLP has not
completed its audit of the Company's annual 2005 financial
statements, and its audit of the effectiveness of the Company's
internal control over financial reporting.  The Company expects to
submit its annual report by March 31, 2006.

                        About IPIX

IPIX Corporation -- http://www.ipix.com/-- is a premium provider  
of immersive imaging products for government and commercial
applications.  The company combines experience, patented
technology and strategic partnerships to deliver visual
intelligence solutions worldwide.  The company's immersive, 360-
degree imaging technology has been used to create high-resolution
digital still photography and video products for surveillance,
visual documentation and forensic analysis.


JET HOLDINGS: Hires Sarah Weaver PLLC as Bankruptcy Counsel
-----------------------------------------------------------
Jet Holdings, Ltd., sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Sarah Weaver, PLLC, as its bankruptcy counsel.

Sarah Weaver PLLC is expected to:

    a. take all actions necessary to protect and preserve the
       Debtor's bankruptcy estate, including the prosecution of
       actions on the Debtor's behalf, the defense of any action
       commenced against the Debtor, negotiations concerning
       litigation in which the Debtor is involved, objections to
       claims filed against the Debtor, and the compromise or
       settlement of claims;

    b. prepare the necessary applications, motions, memoranda,
       responses, complaints, answers, orders, notices, reports,
       and other papers required from the Debtor, as debtor-in-
       possession in connection with administration of this case;

    c. negotiate with creditors concerning a Chapter 11 plan, as
       appropriate, to prepare a Chapter 11 plan and disclosure
       statement and related documents, and to take the steps
       necessary to confirm and implement the proposed plan of
       reorganization; and

    d. provide such other legal advice or services as may be
       required in connection with the Debtor's chapter 11 case.

Sarah Weaver, Esq., at Sarah Weaver, PLLC, tells the Court that
she bills $275 per hour for her services while paralegals bill
$155 per hour.

Ms. Weaver assures the Court that the Firm does not hold any
interest adverse to the Debtor or its estate.

Headquartered in Marysville, Washington, Jet Holdings, Ltd., dba
Microjet, is a contract manufacturer specializing in laser
cutting, welding, forming and general fabrication.  The company
filed for chapter 11 protection on Mar. 2, 2006 (Bankr. W.D. Wash.
Case No. 06-10545).  Sarah Weaver, Esq., at Sarah Weaver, PLLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
totaling $321,271 and debts totaling $10,655,996.


JET HOLDINGS: Section 341(a) Meeting Scheduled for April 11
-----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Jet
Holdings, Ltd.'s creditors at 1:30 p.m., on Apr. 11, 2006, at the
U.S. Courthouse, Room 4107, 700 Stewart Street in Seattle,
Washington.  This is the first meeting of creditors required under
Section 341(a) of the U.S. Bankruptcy Code in the Debtors'
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Marysville, Washington, Jet Holdings, Ltd., dba
Microjet, is a contract manufacturer specializing in laser
cutting, welding, forming and general fabrication.  The company
filed for chapter 11 protection on Mar. 2, 2006 (Bankr. W.D. Wash.
Case No. 06-10545).  Sarah Weaver, Esq., at Sarah Weaver, PLLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
totaling $321,271 and debts totaling $10,655,996.


J.L. FRENCH: Wants to Advance $382,500 to China Holdings
--------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
ask the U.S. bankruptcy Court for the District of Delaware for
permission to advance funds to J.L. French Automotive Castings
China Holdings LLC, a non-debtor affiliate.

The Debtors tell the Court that the funds will be used to
capitalize China Holdings' foreign-equity joint venture with
Chonqing Yujiang Die Casting Co., Ltd., and Chongqing Liangjiang
Machine Manufacture Co., Ltd.  Yujiang is a die-casting company
and Lianjiang is a machining company, both currently do the bulk
of their business supplying China's motorcycle original equipment
manufacturers.

                     Proposed Joint Venture

The Debtors tell the Court that through China Holdings, and with
Yujiang and Liangjiang, they plan to establish a new facility in
the city of Chongqing to produce die-castings and to machine and
assemble automotive parts.  The three entities will form a Chinese
foreign-equity joint venture named Chonqing JL French-Yumei Die
Casting Co., Ltd.

Under the joint venture agreement, China Holdings will own 51%,
Yujiang, 29%, and Liangjiang, 20%.  The Debtors tell the Court
that the total investment in the joint venture is estimated to be
$12.5 million with:

    * $5 million to be contributed by the parties as equity and

    * the remainder to be borrowed and secured by the assets of
      the new entity.

The Debtors relate that China Holdings total capital commitment
for the joint venture is $2.55 million or 51% of $5 million.

The agreement also calls for each party to contribute the first
15% of the equity within 90 days after the new entity receives its
business license from the State Administration of Industry and
Commerce.  The agreement establishes that the remainder of the
equity contributions will be paid in several installments but no
more that three years after the initial capital contribution.  The
Debtors tell the Court that its plans to execute the contract next
month although they have no estimate as to how long it will take
to obtain the approvals and licenses.  The Debtors say that it is
likely that China Holdings will be required to make an initial
distribution of $382,500.

The Debtors relate that since China Holdings has only minimal
assets, they must transfer the requisite funds in order for China
Holdings to make the requisite contribution.

The Debtors argue that the proposed joint venture represents a
significant opportunity for the Debtors to expand their access to
overseas markets and maximize the value of their estates.  The
Debtors say that their investment risk is limited to the
$2,555,000 equity commitment and as a 51% owner, the Debtors
relate, they will appoint four of six board members and will
maintain the operational control of the new entity.

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


KM DIGITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KM Digital Media Inc.
        21010 Superior Street
        Chatsworth, California 91311
        Tel: (818) 885-4111

Bankruptcy Case No.: 06-10356

Type of Business: The Debtor manufactures digital media devices
                  and provides DVD replication and VHS duplication
                  services.

Chapter 11 Petition Date: March 20, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: J. Bennett Friedman, Esq.
                  Hamburg, Karie, Edwards & Martin LLP
                  1900 Avenue of the Stars, Suite 1800
                  Los Angeles, California 90067
                  Tel: (310) 552-9292
                  Fax: (310) 552-9291

Debtor's financial condition as of March 16, 2006:

      Total Assets: $1,573,300

      Total Debts:  $1,358,996

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Koninklijke Philips Elecronics N.V.       $774,540
c/o Edward D. Johnson, Esq.
Mayer, Brown, Rowe & Maw LLP
Two Palo Alto Square, Suite 300
Palo Alto, CA 94306-2112

Teijin Kasei America, Inc.                $123,838
21317 Network Place
Chicago, IL 60673-1216

Rainbo Records                            $112,570
1738 Berkeley Street
Santa Monica, CA 90404

A-Pac Global, Inc.                        $102,338

Kris Senevi                                $50,000

American Express                           $39,593

Huntsman                                   $23,475

M2 America Corp.                           $15,972

Target Technology Company LLC              $12,062

Roberts Technology                         $11,668

Digi Optix                                  $9,619

HS & Associates                             $8,932

Coates Screen                               $7,366

Bethel Plastics, Inc.                       $7,128

Miri Engineering                            $6,746

Fortune International                       $6,662

AE Advanced Energy                          $6,622

SPF Transfers                               $6,582

Infiniti Media, Inc.                        $6,152

Record Products of America, Inc.            $5,878


LIBERTY FIBERS: Trustee Wants Lease Hearing Continued to April 4
----------------------------------------------------------------
Maurice K. Guinn, the chapter 7 Trustee overseeing the liquidation
proceeding of Liberty Fibers Corporation, f/k/a Silva Acquisition
Corporation, asks the U.S. Bankruptcy Court for the Eastern
District of Tennessee to continue until April 4, 2006, the hearing
on the objections raised by Georgia Gulf Corporation and Georgia
Gulf Chemicals & Vinyls on his request to assume six executory
contracts and unexpired leases.

On March 10, 2006, Georgia Gulf and Georgia Chemicals filed their
objection to Mr. Guinn's request to assume the six executory
contracts and unexpired leases.  Georgian Gulf is one of the
parties to the six executory contracts and unexpired leases.

Mr. Guinn tells the Court that to give him more time to consider
the merits of Georgia Gulf and Gulf Chemicals' objections, he
wants the hearing on the objections continued by agreement until
April 4, 2006, at 10:30 a.m.  Both parties have consented to
Mr. Guinn's request to continue the objection hearing.

The six executory contracts and unexpired leases the chapter 7
Trustee wants to assume are:

   Party to Lease or Contract         Description of Contract
   --------------------------         -----------------------
1. Akzo Nobel Chemicals               Carbon disulfide supply
                                      contract

2. Georgia Gulf Corporation           Caustic soda supply contract

3. Lakeway Recycling and Sanitation   Landfill operations

4. Southern Composite Trim            Lessee of portion of
                                      Debtor's premises

5. Tennessee Valley Authority         Electrical power

6. Twin City Fire Insurance Company   Insurance Policy No.
                                      KB1408728-05

The Court will convene a hearing today, March 21, 2006, to
consider the chapter 7 Trustee's request.

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor.  
The Bankruptcy Court converted the Debtor's chapter 11 case to a
chapter 7 proceeding on Nov. 21, 2005.  Maurice K. Guinn is the
chapter 7 Trustee for the Debtor's estate.  Robert M. Bailey,
Esq., at Gentry, Tipton & McLemore P.C., represents the chapter 7
Trustee.  When the Debtor filed for chapter 11 protection, it
listed $14,610,857 in assets and $20,024,777 in debts.


LSP-KENDALL: S&P Affirms B Rating on $422 Million Sr. Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
LSP-Kendall Energy LLC's $422 million senior secured term loan B
and removed the rating from CreditWatch with developing
implications.
     
The rating action follows Standard & Poor's affirmation of its
ratings on Dynegy Inc. (B/Stable/B-2) and the removal of the
Dynegy rating from CreditWatch with developing implications.
     
Dynegy is the guarantor of one of the project's critical
offtakers, Dynegy Power Marketing.
     
The outlook on LSP-Kendall is stable, which reflects the stable
outlook on Dynegy.
      
"Changes in our rating on Dynegy are likely to result in identical
changes in the project rating," said Standard & Poor's credit
analyst Daniel Welt.
     
The Kendall facility is a 1,160 MW four-unit combined-cycle gas-
fired plant in Minooka, Illinois, approximately 30 miles southwest
of Chicago.


MAYTAG CORP: U.S. Antitrust Agency May Oppose Whirlpool Merger   
--------------------------------------------------------------
The U.S. Justice Department's antirust division could block the
proposed merger of Whirlpool Corp. and Maytag Corp., according to
Reuters.

Citing an unnamed source, Reuters reports that lawyers in the
Justice Department have stressed to Thomas Barnett, the antitrust
division head, that a Maytag-Whirlpool combination would hurt
competition and argue that approval of the transaction under the
Hart-Scott-Rodino Act should be withheld.  

Quoting Nicholas Heymann, an analyst at the Prudential Equity
Group, The Des Moines Register said the proposed merger's effect
on market share and pricing could lead the government to block the
deal.  Mr. Heymann claimed that the merger would raise Whirlpool
and Maytag's market share to around 75% and cause the prices for
entry-level washers to almost double.

On Feb. 13, 2006, Whirlpool and Maytag agreed with the antitrust
division to a limited extension of time to complete the review of
the proposed acquisition of Maytag by Whirlpool.  The companies
have agreed not to close the transaction before March 30, 2006,
without the division's concurrence.

As reported in the Troubled Company Reporter on March 17, 2006,  
the Competition Bureau of Canada cleared the proposed merger of
Whirlpool and Maytag.  The Bureau, an independent law enforcement
agency, concluded that it has no grounds upon which to challenge
the proposed merger under Canada's Competition Act.  In reaching
its conclusion, the Bureau has determined that the proposed merger
will not give rise to a substantial lessening or prevention of
competition in relation to any relevant market in Canada.

                       About Whirlpool

Whirlpool Corporation -- http://www.whirlpoolcorp.com/--    
manufactures and markets major home appliances, with annual sales
of over $14 billion, 68,000 employees, and nearly 50 manufacturing
and technology research centers around the globe.  The company
markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other major brand names to consumers in more than 170 countries.

                        About Maytag

Headquartered in Newton, Iowa, Maytag Corporation --
http://www.maytag.com/-- manufactures and markets home and     
commercial appliances.  Its products are sold to customers
throughout North America and in international markets.  The
corporation's principal brands include Maytag(R), Hoover(R),
Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Dec. 31, 2005, Maytag Corp.'s balance sheet showed a
stockholders' deficit of $187 million, compared to a $75 million
deficit at Jan. 1, 2005.

                       *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Standard & Poor's Ratings Services held its ratings on home
appliance manufacturer Maytag Corp. on CreditWatch with developing
implications, including its 'BB+' corporate credit rating.
     
These ratings were originally placed on CreditWatch with negative
implications on May 20, 2005, following an investor group led by
private equity firm Ripplewood Holdings LLC's May 19, 2005,
agreement to acquire Maytag for $14 per share, plus the assumption
of debt, which represented a transaction value of $2.1 billion.
The CreditWatch status was revised to developing on July 18, 2005,
following Whirlpool Corp.'s (BBB+/Watch Neg/A-2) higher competing
bid.
     
Newton, Iowa-based Maytag had about $970 million of debt
outstanding at Dec. 31, 2005.


MUSICLAND HOLDING: Deluxe Wants Decision on Logistics Pact Now
--------------------------------------------------------------
Deluxe Media Services, Inc., operates a facility at 11500 80th
Avenue, in Pleasant Prairie, Wisconsin.  Pursuant to a Logistics
Services Agreement, Deluxe warehouses, sorts, inventories, tracks
and distributes goods for Musicland Holding Corp. and its debtor-
affiliates at the Warehouse.

The LSA accounts for approximately 25% of Deluxe's total revenue
stream.

Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in New York City, tells the U.S. Bankruptcy Court for the Southern
District of New York that as of February 22, 2006, Deluxe had
$45,000,000 of the Debtors' Inventory in its Warehouse.

Mr. Califano relates that prior to the Petition Date, the Debtors
were in significant arrears with respect to prepetition payments
under the LSA.  Deluxe did not receive any payments for October
through December 2005, amounting to $8,900,000 of Deluxe's
prepetition claims.

The Debtors and Deluxe were also parties to a prepetition "AAA"
arbitration filed in Chicago with respect to pricing under the
LSA during 2004 and 2005, Mr. Califano adds.  The Arbitration
arose because the Debtors refused to pay Deluxe the "cost plus"
pricing as provided in the LSA and instead, only paid a lower
"cost" rate.  The resulting amount in controversy from the
Debtors' arbitrary conduct is $11,200,000.

Similarly, Mr. Califano notes, the Debtors refused to pay the
amount due to Deluxe for postpetition services rendered under the
LSA, but have stated that they would only pay an amount $174,000
less than what they are obliged to pay.

The Debtors intend to continue to pay Deluxe at a lower rate, thus
causing Deluxe's postpetition claim to grow each month, Mr.
Califano points out.

In addition, the Debtors' GOB sales have imposed greater
obligations on Deluxe postpetition and the outbound inventory
shipments and resulting amounts due to Deluxe have increased
correspondingly, at the same time that the Debtors have
arbitrarily reduced their payments to Deluxe.

Mr. Califano informs the Court that the LSA provides that in the
event the Debtors seek to terminate the LSA prior to its
expiration, upon the Debtor's request and payment of a termination
fee, Deluxe may be required to perform under the LSA for one year
after its termination.  During that period, the Debtors must pay
Deluxe at its rates then in effect for those services.

As of February 22, 2006, the Debtors are not paying Deluxe's
contractual rates and can offer no assurance that payments would
be made in the future, Mr. Califano tells Judge Bernstein.

Accordingly, Deluxe asks the Court to:

    a. require Musicland Purchasing Corp. to assume or reject the
       LSA immediately;

    b. grant Deluxe relief from the automatic stay if the Debtors
       reject the LSA; and

    c. require the Debtors to immediately pay the amounts due
       under the LSA.

Mr. Califano relates that the parties anticipated an expedited
time period to assume or reject the LSA, and has agreed to an
orderly process for providing termination services.  Moreover, the
Debtors have had adequate time to consider whether the LSA should
be assumed or rejected.

Currently, the Debtors have imposed greater obligations on Deluxe
postpetition, Mr. Califano contends.  The Debtors have refused to
pay Deluxe the amounts due postpetition, and Deluxe's warehouse
lien is eroding.  Deluxe risks incurring uncompensated
postpetition damages each day that the stay continues with respect
to the LSA, Mr. Califano says.

On the contrary, the Debtors have enjoyed the benefits of Deluxe's
postpetition services under the LSA and have demanded continued
performance.

                       Debtors Object

David A. Agay, Esq., at Kirkland & Ellis LLP, in New York City,
asserts that the Debtors have paid all undisputed, postpetition
amounts owed under the LSA.

Mr. Agay informs the Court that the payment arrangement between
the Debtors and Deluxe under the LSA provides for net 30-day
terms.  Deluxe issued its first invoice for postpetition services
under the LSA for $807,082, on February 6, 2006.  Deluxe issued an
updated invoice for $636,861, on February 9, 2006.

The Debtors have paid the February 9 invoice.  However, they have
refused to pay the approximately $170,000 differential reflected
in the February 6 invoice, because that amount purportedly results
from Deluxe's "cost-plus margin" pricing.  The Debtors believe
that this is the disputed amount indicated in the motion.

The Debtors have agreed to escrow the disputed differential
between the two invoices and any future disputed amounts.
Thus, no grounds exist for demanding payment of a contested
administrative claim that is not yet due and payable under the
LSA, Mr. Agay asserts.

According to Mr. Agay, while the Debtors will not assume the LSA
in the event that the Trans World Entertainment or other sale is
consummated, the Debtors require Deluxe's continued performance of
the LSA to complete the sale.  If the Trans World Entertainment
sale does not close and Deluxe wants to re-let the space, nothing
prevents Deluxe from renewing its request to compel assumption or
rejection of the LSA.

However, if compelled to make a decision on the LSA while the sale
is pending, the Debtors would reject the LSA as assumption would
require curing significant prepetition liabilities, Mr. Agay tells
Judge Bernstein.  Nevertheless, rejection would create uncertainty
in the sale process and could cause the Debtors to incur
significant expenses relocating inventory from the Deluxe
Warehouse.  If the sale ultimately does not close, the Debtors
will have lost the opportunity to assume a contract that
potentially could have facilitated a reorganization.

Thus, the Debtors ask the Court to deny Deluxe's request.

The Informal Committee of Secured Trade Vendors supports the
Debtors' objection.

                   About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NOMURA HOME: Moody's Puts Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Nomura Home Equity Loan Trust, Series
2006-HE1, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Quick Loan Funding, Inc., Sunset
Direct Lending, LLC, Chapel Mortgage Corporation, and various
originators, none of which originated more than 10% of the
mortgage loans, originated adjustable-rate and fixed-rate mortgage
loans acquired by Nomura Home Equity Loan, Inc.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and an interest rate swap agreement.  Moody's expects
collateral losses to range from 6.40% to 6.90%.

Ocwen Loan Servicing, LLC will service the loans.  Wells Fargo
Bank, N.A. will act as master servicer.  Moody's has assigned
Ocwen Loan Servicing, LLC its servicer quality rating as a primary
servicer of subprime 1st lien loans.

The complete rating actions are:

               Nomura Home Equity Loan Trust, Inc.
             Home Equity Loan Trust, Series 2006-HE1

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


O'SULLIVAN IND: Gets Okay to Honor Exit Lenders' Commitment Fees
----------------------------------------------------------------
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia discloses that O'Sullivan Industries
Holdings, Inc., and its debtor-affiliates are currently in
negotiations with certain potential lenders regarding the terms of
an exit credit facility.

The Debtors anticipate that the exit credit facility will be
approximately $50,000,000, and will include a five-year revolving
credit facility, and may also include a term loan.

Each potential exit credit facility lender has required that the
Debtors satisfy certain conditions.

The Debtors believe that the obligations and conditions the
potential lenders have required to be satisfied are customary for
transactions of this nature.

Accordingly, pursuant to the Lenders' conditions, the Debtors
sought and obtained the U.S. Bankruptcy Court for the Northern
District of Georgia's permission to:

    a. pay commitment fees to potential exit credit facility
       lenders up to the aggregate amount set for each specific
       lender;

    b. pay the reasonable costs of potential exit credit
       facility lenders, including their reasonable attorneys'
       fees and expenses, up to $200,000;

    c. provide indemnification to potential exit credit facility
       lenders and related parties for any losses arising out of
       contemplated financing, except to the extent resulting
       from the indemnified party's gross negligence or willful
       misconduct; and

    d. enter into fee letters and commitment letters with the
       potential exit credit facility lenders.

The Debtors will file any executed fee letters, commitment letters
and related documents within one day of the date of execution and
serve the documents on the Notice Parties the next day.

The Debtors believe that the amounts they could be required to pay
in commitment fees and potential lenders' cost are reasonable and
relatively small when compared to:

    * the amount of the exit credit facility itself; and

    * the amount that they hope to save in interest, costs, and
      fees by negotiating an exit credit facility on the most
      favorable terms.

Mr. Cifelli discloses that the amounts of the required commitment
fees vary by potential lender, and the Debtors have not informed
any of the potential lenders of the amounts required by other
potential lenders.

The Debtors also sought and obtained the Court's authority to file
under seal an exhibit, which sets the maximum aggregate amount of
commitment fees that the Debtors would pay to the potential exit
facility credit lenders.

                    About O'Sullivan Industries

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Will Pay $180,000 of Exit Lenders' Expenses
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates to pay the due diligence expenses of potential exit
credit facility lenders, up to $180,000.

As of March 2, 2006, the Debtors have paid $75,000 to potential
exit credit facility lenders in accordance with the Initial
Expense Order.

As reported in the Troubled Company Reporter on Jan. 31, 2006,
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells Judge Mullins that as part of the
next stage in the exit credit financing process, potential lenders
will perform additional due diligence, including conducting field
or collateral audits, which are necessary for them to make final,
fully developed financial proposals.  

As a condition to performing due diligence, the potential lenders
have required that the Debtors pay advance deposits or reimburse
them for the reasonable and necessary expenses they incur.  
Specifically, Mr. Cifelli notes, potential lenders have indicated
that they will only initiate field or collateral audits once they
have received deposits.

The Debtors believe that if they are not able to pay the expenses
of the potential lenders, their schedule for securing exit
financing commitments and negotiating an exit credit facility will
be delayed, which could delay their emergence from bankruptcy.

Payment of the potential lenders' expenses is necessary to induce
the potential lenders to continue to pursue an exit credit
facility with the Debtors, Mr. Cifelli explains.

                    About O'Sullivan Industries

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OCA INC: Court Approves $15 Million DIP Revolving Credit Financing
------------------------------------------------------------------
OCA, Inc. (Pink Sheets: OCAI) received an interim order from the
Bankruptcy Court approving a $15 million debtor-in-possession
(DIP) revolving credit financing with Bank of America as agent,
and Silver Point Capital.  Under terms of the approval, $7 million
in financing is available immediately.  The approval of the
financing is subject to a final hearing scheduled for April 5th.

The Company believes that this DIP financing will provide
sufficient liquidity for the Company to continue to perform under
its existing business service agreements with affiliated
orthodontists and vigorously defend against recent actions by
certain orthodontists that the Company contends are breaches of
their business service agreements.

                       About OCA, Inc.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/  
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Company and its 41 debtor-affiliates
filed for Chapter 11 protection on March 14, 2006 (Bankr. E.D. La.
Case Nos. 06-10179 through 06-10220).  William H. Patrick, III,
Esq., at Heller Draper Hayden Patrick & Horn, LLC, represents the
Debtors.  When the Debtors filed for protection from their
creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


ONEIDA LTD: Files Prenegotiated Reorganization Plan in S.D.N.Y.
---------------------------------------------------------------
Taking the next step in its previously announced recapitalization
plan, Oneida Ltd. (OTCBB:ONEI) filed voluntary petitions for
Chapter 11 relief in the United States Bankruptcy Court for the
Southern District of New York yesterday morning.  The company
concurrently filed a prenegotiated plan of reorganization under
Chapter 11 that will substantially reduce the company's debt and
legacy liabilities.

As previously announced, the proposed prenegotiated plan of
reorganization provides, among other things, for the conversion of
100% of Oneida's Tranche B loan, representing approximately $100
million, into 100% of the equity of the newly reorganized company.
The plan also includes a $170 million long term credit facility
that will refinance Oneida's Tranche A debt and provide the
company with additional liquidity to continue to grow its
business. Oneida's general unsecured creditors will not be
impaired under the plan; however, existing common and preferred
stockholders will not receive any distributions under the plan and
their equity will be cancelled on the effective date of the
plan.

Oneida will continue to operate its business in the ordinary
course during the recapitalization process and its foreign
operations will not be subject to the Chapter 11 proceeding. The
company expects to exit Chapter 11 in approximately 90 days.

                        About Oneida

Incorporated in 1880, Oneida Ltd. -- http://www.oneida.com/-- is  
one of the world's largest sourcing and distribution companies for
stainless steel and silverplated flatware for both the consumer
and foodservice industries.  It is also the largest supplier of
dinnerware to the foodservice industry in North America.


ONEIDA LTD: Court Grants Relief on Employee Salaries & Benefits
---------------------------------------------------------------
Oneida Ltd. (OTCBB:ONEI) marked further progress in its
recapitalization plan, reporting that it has obtained relief under
its "first day motions" relating to employee, financing and other
operational matters from the U.S. Bankruptcy Court for the
Southern District of New York.

The relief granted by the Court includes:

     i) the authority to continue payment of employee salaries,
        wages and benefits and

    ii) the interim authority to continue performance of its
        obligations to customers, suppliers and business partners.

In addition, Oneida received interim approval of the previously
reported $40 million revolving credit facility arranged with JP
Morgan Chase that will provide financing for the company during
these proceedings.

"Our operations have continued to run smoothly since we announced
our recapitalization plan just over a week ago, and our customers
and suppliers have been very supportive of our recapitalization
effort," Terry G. Westbrook, Oneida's President and CEO, said.  
"We are pleased to have received Court approval for these motions,
which enable us to operate our business as usual."

                        About Oneida

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/  
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.   When the
Debtors filed for protection from their creditors, they listed
$305,329,000 in total assets and $332,227,000 in total debts.


OREGON STEEL: Earns $33 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Oregon Steel Mills, Inc. (NYSE:OS), reported fourth quarter
2005 net income of $33.0 million compared to net income of
$44.8 million for the fourth quarter of 2004.

Excluding Special Items, the Company's fourth quarter of 2005 net
income from continuing operations was $25.9 million.  The pre-tax
effect of Special Items includes: a gain of $26.3 million from the
sale of real estate and other assets at the Company's former Napa,
California, pipe mill and an impairment charge of $15.2 million
for the pipe mill assets and other related assets still owned by
the Company at the Napa location.

Fourth quarter of 2005 operating income was negatively impacted by
approximately $4.0 million for pretax period costs related to the
new electric arc furnace installation and startup and the restart
of the seamless tube mill at the Company's majority-owned
subsidiary, Rocky Mountain Steel Mills.  In addition, the Company
estimates the Furnace Installation reduced cast steel and finished
steel production by approximately 130,000 tons and 40,000 tons,
respectively, during the fourth quarter of 2005, resulting in
lower shipments and higher than normal conversion costs for rail
and rod and bar products.

During the fourth quarter of 2004, the Company recorded a pretax
charge of $2.0 million related to an early retirement option
granted to certain employees at RMSM.  Net income for the fourth
quarter of 2004 before the Early Retirement Charge of $2.0 million
was $46.7 million.  Also during the fourth quarter of 2004, the
Company's income tax expense was $0.6 million compared to income
tax expense of $18.7 million in the fourth quarter of 2005.

Sales for the fourth quarter of 2005 were $327.4 million.  This
compares to 2004 fourth quarter sales of $302.0 million.  Average
sales price per ton in the fourth quarter of 2005 was $863
compared to $840 in the fourth quarter of 2004.  Overall shipments
for the fourth quarter of 2005 were 379,200 tons compared to 2004
fourth quarter shipments of 359,400 tons.  This increase in
shipments is primarily due to increased shipments of welded pipe,
structural tubing and rod and bar products, partially offset by
lower shipments of rail products due to the Furnace Installation
noted above.  The increases in sales and average sales price per
ton were primarily due to higher shipments of welded pipe products
and higher average selling prices for welded pipe and rail
products, partially offset by lower average selling price for
plate, rod and bar and structural tubing products.

Operating income in the fourth quarter of 2005 was $57.5 million.  
Operating income in the fourth quarter of 2005 before Special
Items was $46.4 million (an average of $122 per ton).  This
compares to operating income in the fourth quarter of 2004 of
$55.4 million (an average of $154 per ton).  Operating income for
the fourth quarter of 2004 before the Early Retirement Charge of
$2 million was $57.4 million (an average of $160 per ton).  
Earnings before interest, taxes, depreciation and amortization
for the fourth quarter of 2005 was $68.9 million ($57.8 million
exclusive of Special Items) compared to $64.0 million ($66.0
million exclusive of the $2.0 million Early Retirement Charge) in
the fourth quarter of 2004.  

The Company had an effective income tax rate of approximately
36% in the fourth quarter of 2005.  This compares to an effective
income tax rate in the fourth quarter of 2004 of less than 2
percent.  The effective income tax rate for the fourth quarter of
2004 varied from the combined state and federal statutory rate
principally because the Company reversed a portion of the
valuation allowance ($15.0 million) established in 2003 due to
less uncertainty regarding the realization of deferred tax assets.  
The Company expects to have an effective income tax rate of
approximately 36.5 percent for 2006.

                            Liquidity

At December 31, 2005, the Company had $178.3 million of cash, cash
equivalents and short-term investments.  Total debt outstanding,
net of cash, cash equivalents and short-term investments was
$132.1 million at December 31, 2005, compared to $236.6 million at
September 30, 2005.  During the fourth quarter of 2005, the
Company incurred capital expenditures of $21.0 million;
depreciation and amortization was $10.0 million.  For all of 2005,
capital expenditures and depreciation and amortization were
approximately $80.4 million and $39.7 million.  For 2006, the
Company anticipates that capital expenditures and depreciation and
amortization will be approximately $88 million and $42 million,
respectively.

At December 31, 2005, inventories were $301.5 million. This
compares to $346.7 million at September 30, 2005.  The decrease in
inventory is primarily due to the reduction of semi-finished
inventory at both RMSM and at the Company's Portland, Oregon,
steel mill.

                          2006 Outlook

For 2006, the Company expects to ship approximately 1.75 million
tons of products and generate approximately $1.48 billion in
sales.  This compares to approximately 1.5 millions tons of
shipments and $1.26 billon in sales for 2005.  In the Oregon Steel
Division, the product mix is expected to consist of approximately
540,000 tons of plate and coil, 320,000 tons of welded pipe and
80,000 tons of structural tubing.  The Company's RMSM Division
expects to ship approximately 400,000 tons of rail, 335,000 tons
rod and bar products and 80,000 tons of seamless pipe.

Jim Declusin, the Company's President and CEO, stated, "While the
installation of the new single furnace operation and the restart
of the seamless mill at RMSM and the improvements to the large
diameter pipe mill capability at our Camrose, Alberta, facility
negatively affected our operational and financial performance in
the third and fourth quarters of 2005, these three projects have
paved the way for lower costs and more product offerings for 2006
and beyond.  As we anticipated, the energy markets that we serve
have continued to build momentum and when the spiral weld pipe
mill being constructed in Portland, Oregon, is completed in July
of 2006, we will have over 700,000 tons of capacity dedicated to
the tubular energy markets.  At the same time, our plate, rail and
structural tubing businesses continue to perform well with good
volume and strong relative pricing.  The base price of slab, which
is a major cost component in our manufacturing process, has come
down 30 percent from highs reached in 2005, and we believe that
the average base cost of slab will be significantly lower in 2006
as compared to 2005.  In addition, the higher production that we
are forecasting in 2006 should result in lower conversion costs on
many of our products and higher overall margins when compared to
2005. As a result of these and other factors, we expect that 2006
operating income from continuing operations will be up
significantly over that realized in 2005."

Expected first quarter 2006 shipments, in tons, as compared to
previous quarters are as follows:

                                      Forecast     Actual     Actual
                                       Q1 2006    Q4 2005    Q1 2005
                                   ------------ ---------- ----------
Plate and coil                         185,000    206,700    188,300
Welded pipe                             57,000     58,200     30,300
Structural tubing                       18,000     18,400     14,800
Less shipment to affiliates            (42,000)   (63,800)   (75,900)
Rail                                    95,000     75,100    101,800
Rod and bar                             75,000     84,600     86,400
Seamless pipe                           12,000          0          0
                                   ------------ ---------- ----------
                            Total      400,000    379,200    345,700
                                   ============ ========== ==========

Oregon Steel Mills, Inc., is organized into two divisions.  The
Oregon Steel Division produces steel plate, coil, welded pipe and
structural tubing from plants located in Portland, Oregon and
Camrose, Alberta, Canada.  The Rocky Mountain Steel Mills
Division, located in Pueblo, Colorado, produces steel rail, rod,
bar, and tubular products.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service upgraded its ratings for Oregon Steel
Mills, Inc., raising the company's corporate family rating to Ba3
from B1.  The upgrade considers the continuation of strong
financial performance and favorable steel market conditions, as
well as beneficial new investments the company is making to
bolster its asset and product base.  Oregon Steel's rating outlook
remains stable.

These ratings were raised:

   * $305 million of 10% guaranteed first mortgage notes
     due 2009 -- to Ba3 from B1; and

   * corporate family rating (previously called senior
     implied) -- to Ba3 from B1.


OCA, INC: 2nd Amended 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 on
March 14, 2006:

      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

Debtor affiliates filing separate chapter 11 petitions on
March 17, 2006:

      Entity                                  Case No.
      ------                                  --------
      OrthoAlliance, Inc.                     06-10229
      OrthAlliance New Image, Inc.            06-10230
      OCA Outsource, Inc.                     06-10231
      PedoAlliance, Inc.                      06-10232

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.

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

Debtors' financial condition as of December 31, 2005:

      Total Assets: $545,220,000

      Total Debts:  $196,337,000

A consolidated list of the Debtors' 30-largest unsecured creditors
appeared in the Troubled Company Reporter on March 20, 2006.  


ORTHOFIX INT'L: Earns $7.2 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Orthofix International N.V. (NASDAQ:OFIX) reported its financial
results for the fourth quarter and full year ended Dec. 31, 2005.

Sales for the fourth quarter were $80.3 million, an increase of
9% over the $73.6 million reported during the same period in 2004.  
The impact of foreign currency on sales for the fourth quarter of
2005 was a negative $0.9 million or 1%.

Net income for the fourth quarter was $7.2 million compared with
$9.5 million for the same period in 2004.  Diluted weighted
average shares outstanding were 16,318,619 and 16,044,249 during
the three months ended December 31, 2005, and December 31, 2004.

Sales for the year ended December 31, 2005, were $313.3 million,
an increase of 9.3% over the $286.6 million reported during the
same period in 2004. The impact of foreign currency on sales for
the twelve months of 2005 was a positive $1.2 million or 0.4%.

Net income for the year ended December 31, 2005, was $73.4 million
compared with $34.1 million for the same period in 2004.  Net
income for the twelve months of 2005 included a gain of
$37.4 million, or $2.30 per diluted share, net of related costs
and taxes, from the settlement of the KCI litigation.  Diluted
weighted average shares outstanding were 16,288,975 and 15,974,945
for the year ended December 31, 2005, and December 31, 2004.

The net gain recorded by the Company from the KCI settlement is
subject to adjustment based on the difference between the amount
currently accrued and the final contractual obligation to share a
portion of the KCI settlement proceeds with certain parties
including the former owners of Novamedix.  The Company's full year
effective tax rate reflects the settlement reached by a wholly
owned subsidiary, which is incorporated in a favorable tax
jurisdiction.

Charles W. Federico, President and CEO of Orthofix, stated, "Our
fourth quarter and full year sales growth was driven by increased
sales of our spinal stimulation products in the Americas.  Not
only did we experience strong market acceptance for our new
cervical stimulation product, which is the only product of its
type approved by the FDA for cervical applications, but we also
experienced excellent growth in the sales of our lumbar spinal
stimulation product.  The combined result for our spine franchise
was an increase in sales of 31% in the fourth quarter and 25% for
the full year compared with the same periods in the prior year.   
While the competitive environment impacted sales of our long-bone
stimulation product during 2005, all bone growth stimulation
products combined grew 23% in the fourth quarter and 19% for the
full year as compared to the prior year.

"In our Reconstruction sector, we were also pleased with the
growth in sales of our ISKD bone lengthening device, which rose
36%, and our OSCAR bone cement removal product, which increased
12%.  However, the overall growth rate in this market sector was
constrained by lower quarterly and full year sales of our AV
Impulse product."

Mr. Federico went on to say, "The Americas Breg business grew 6%
for the fourth quarter and 5% for the year.  We were pleased with
the market's response to the limited release of the new Fusion(TM)
brace, and with the fact that the core bracing business grew 10%
for the quarter and 11% for the full year.  Total Breg sales,
including International sales, grew 7% for both the quarter and
the year.  Additionally, we believe the order fulfillment
difficulties we experienced during the Oracle system conversion
earlier this year are now behind us."

The Company's gross profits and gross profit margins improved in
both the fourth quarter and full year over comparative prior year
periods due principally to a favorable product mix related to
increased sales of higher margin stimulation products.  However,
in the fourth quarter, these improvements were more than offset by
increased market development and new business development
expenditures incurred by the Company in connection with ongoing
strategic product and new business development initiatives
discussed earlier this year.  These pretax costs included
approximately $1.0 million for market development and
approximately $0.8 million for new business development activities
involving consultants who have assisted us in analyzing various
market opportunities as well as individual target opportunities.

Additionally, interest expense increased by approximately
$0.6 million on a pretax basis in the fourth quarter compared with
the prior year due primarily to the accelerated amortization of
debt placement costs totaling approximately $1.8 million, which
resulted from the payment of $38.0 million that the Company made
on its term loan during the fourth quarter.  Total payments on the
term loan for 2005 were $62.0 million, reducing the balance on the
debt incurred to finance the Breg acquisition from a balance of
$76.8 million at Dec. 31, 2004, to $14.8 million at Dec. 31, 2005.   
These payments were supported by the Company's net cash flow from
operations, which totaled $106.7 million in 2005, including
$67.5 million from the KCI settlement.  The significant debt
reductions made in 2005 will lower the Company's interest expense
in 2006.

Mr. Federico concluded, "We recently announced that Alan Milinazzo
will succeed me as President and CEO effective April 1st of this
year.  I look forward to continuing to work with the Company as a
Director and wish to thank our employees and shareholders for the
support I have received during my tenure as CEO.

"We enter 2006 with a continued focus on our long term growth
strategy.  The strength of our balance sheet, with a large cash
position and low level of debt, will allow us to generate organic
growth opportunities as well as fund our business development
initiative.  We also expect to continue to incur expenditures
related to outside business development activities we began in
2005.

"After a year of operational investments at our Breg division
during 2005, I am excited by the prospect of sales and
profitability growth resulting from the planned launches of new
bracing and pain therapy products in 2006.  We also expect
positive results from restructuring initiatives designed to
strengthen our international operations, including the hiring of a
new head for our vascular business, and an internal reorganization
into three distinct business zones intended to enhance the
Company's focus on its core markets, and identify opportunities
within specific geographies.  We believe this will also help us
incorporate specific regional customer requirements into the
design and distribution of our products and therapies.
Additionally, new product launches in our International business
are expected to positively impact our sales growth this year."

As a result of the positive benefits from actions taken in 2005
and the expected outcomes from initiatives in 2006, the Company
expects sales of $335.0 to $345.0 million for the full-year and
$79.0 to $81.0 million for the first quarter.  

Orthofix International, N.V. -- http://www.orthofix.com/-- is a  
global diversified orthopedic products company.  It offers a broad
line of minimally invasive surgical, and non-surgical, products
for the Spine, Reconstruction, and Trauma market sectors that
address the lifelong bone-and-joint health needs of patients of
all ages-helping them achieve a more active and mobile lifestyle.
Orthofix's products are widely distributed around the world to
orthopedic surgeons and patients via Orthofix's sales
representatives and its subsidiaries, including Breg, Inc., and
via partnerships with other leading orthopedic product companies,
such as Medtronic Sofamor Danek and Kendall Healthcare. In
addition, Orthofix is collaborating in R&D partnerships with
leading medical institutions such as the Orthopedic Research and
Education Foundation, Rutgers University, the Cleveland Clinic
Foundation, and National Osteoporosis Institute.

                       *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to orthopedic product manufacturer Orthofix
International N.V. Standard & Poor's also assigned its 'BB-'
senior secured bank loan rating to Colgate Medical Ltd.'s proposed
$125 million bank facility, which consists of a $15 million,
five-year, revolving credit facility and a $110 million term loan
maturing in 2008.


PALAZZO DI STONECREST: Hires David Miller as Bankruptcy Counsel
---------------------------------------------------------------
Palazzo Di Stonecrest, LLC, sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ David L. Miller, Esq., of the Law Office of David L. Miller
as its bankruptcy counsel.

Mr. Miller is expected to:

    a. prepare pleadings, orders and other legal documents
       necessary and incidental to the proper administration and
       preservation of the Debtor's estate,

    b. advice the Debtor on legal questions affecting the estate
       and administration,

    c. represent the debtor-in-possession before the Bankruptcy
       Court and other courts, and

    d. represent the debtor-in-possession in negotiations or other
       dealings with respect to assets or liabilities of the
       Debtor's estate.

The Debtor tells the Court that Mr. Miller will bill $300 per hour
for his services in this engagement.

To the best of the Debtor's knowledge, Mr. Miller is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Palazzo Di Stonecrest, LLC, filed for chapter 11 protection on
Mar. 7, 2006 (Bankr. N.D. Ga. Case No. 06-62584).  David L.
Miller, Esq., at the Law Office of David L. Miller, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets between $10
million and $50 million and debts between $1 million and $10
million.


PALAZZO DI STONECREST: Section 341(a) Meeting Set for April 13
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Palazzo
Di Sotnecrest, LLC's creditors at 12:00 p.m., on Apr. 13, 2006, at
Room 365, Russell Federal Building, 75 Spring Street Southwest in
Atlanta, Georgia.  This is the first meeting of creditors required
under Section 341(a) of the U.S. Bankruptcy Code in the Debtors'
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Palazzo Di Stonecrest, LLC, filed for chapter 11 protection on
Mar. 7, 2006 (Bankr. N.D. Ga. Case No. 06-62584).  David L.
Miller, Esq., at the Law Office of David L. Miller, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets between $10
million and $50 million and debts between $1 million and $10
million.


PARAMUS MUFFLER: Case Summary & 55 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Paramus Muffler, Inc.
        dba Midas Auto Expert
        500 Route 17
        Paramus, New Jersey 07652

Bankruptcy Case No.: 06-12124

Debtor affiliate filing separate chapter 11 petitions:

      Entity                            Case No.
      ------                            --------
      Frank J. Kotch                    06-12118

Type of Business: The Debtor repairs automobiles. Frank J. Kotch
                  is the Debtor's president and sole stockholder.

Chapter 11 Petition Date: March 20, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Eric R. Perkins, Esq.
                  Nicolette & Perkins, P.A.
                  3 University Plaza, Suite 506
                  Hackensack, New Jersey 07601
                  Tel: (201) 488-9080

      Entity                   Total Assets   Total Debts
      ------                   ------------   -----------
      Paramus Muffler, Inc.        $243,384    $1,218,422
      Frank J. Kotch               $601,188    $1,988,014

A. Paramus Muffler Inc.'s 31 Largest Unsecured Creditors:

   Entity                     Nature of Claim     Claim Amount
   ------                     ---------------     ------------
Stanley Goldwasser            Promissory Note         $873,000
8 Chippewa Court
Suffern, NY

Global Financial LLC          Complaint Filed          $40,652
c/o Lundy Fliter Beldeco
Berger, P.A.
5 Greentree Centre
Marwlton, NJ 08053

Wells Frago Businessline      Credit Card              $40,296
Payment Remittance Center
P.O. Box 6426
Carol Stream, IL 60197-64

Auto Zone                     Promissory Note          $35,587

James Anderson, Trustee for   Health Fund & Pension    $26,254
Teamsters Local 966           Fund contributions

MBNA                          Credit Card              $20,028

Pascack Valley Auto Supply    Trade                     $8,381

Bank of America VISA          Credit Card               $5,286

Ultimate Automotive Indus.    Trade                     $3,509

Verizon Yellow Pages          Advertisement             $2,795

Spartan Oil Company                                     $1,090

Jeep 17                                                   $971

United Motor Parts, Inc.      Trade                       $825

AT&T Corp.                    Phone Services              $638

Lease Finance Group                                       $597

AT&T Wireless Northeast                                   $498

Interstate Waste Services                                 $495

Lease Finance Group LLC       Lease Buy-Out               $363

PSE&G                         Gas & Electric Bill         $308

Safety-Kleen Corp.                                        $304

United Water                  Water Bill                  $293

HSBC Business Solutions       Best Buy Credit             $241

4 Paramus P&A Auto Parts      Trade                       $180

P&A Management Company        Trade                       $180

American Express              Credit Card                 $161

A&B Auto Parts                                         Unknown

AutoZone Parts, Inc.          Promissory Note          Unknown

Frank Kotch                                            Unknown

Midas International Corp.     Trade                    Unknown

Teamsters Local 966           Health & Pension Funds   Unknown

Wells Fargo                   Credit Line              Unknown


B. Frank J. Kotch's 24 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
State of New Jersey                       $130,305
Division of Taxation
P.O. Box 240
Trenton, NJ 08648

Midas International Group                 $111,188
P.O. Box 93102
Chicago, IL 60673

Wells Fargo                                $45,387
WF Business Direct
P.O. Box 348750
Sacramento, CA 95834

Global Financial LLC                       $40,652

Wells Fargo Businessline                   $40,296

Auto Zone                                  $35,587

Teamsters Local 966                        $25,831

James Anderson, Trustee                    $22,946

MBNA/Platinum Plus Business                $19,995

Wachovia Bankcard Services                 $16,951

MBNA America                               $14,539

Discover                                    $7,365

Bank of America VISA                        $5,534

Capital One                                 $3,213

AT&T Corp.                                    $638

Lease Finance Group LLC                       $757

HSBC Business Solutions                       $241

First Premier Bank                            $210

Helen R. Kotch                                  $0

U.S. Attorney General                      Unknown

Office of the Attorney General             Unknown

Internal Revenue Service                   Unknown

Bank of America                            Unknown

AutoZone Parts, Inc.                       Unknown


PARMALAT SPA: Gets Court Ruling to Pursue Damages Internationally
-----------------------------------------------------------------
Parmalat SpA informs that the U.S. Southern District Court of New
York overseeing Parmalat's litigation in the U.S. against its
former auditors Deloitte & Touche and GrantThornton has upheld
Parmalat's key claim that it be allowed to pursue these global
firms for damages not only in Italy but also internationally.

Dr. Enrico Bondi, as extraordinary administrator of Parmalat and
certain of its affiliates, accused Parmalat's former auditors
Deloitte and Grant Thornton of helping Parmalat insiders of
looting the company.  Dr. Bondi asserted that the Parmalat
insiders were able to waste, steal or squander approximately
$10,000,000,000 as a result of the former auditors' failure to
audit Parmalat properly and to disclose the fraud and their
participation in it.

In a 38-page opinion, Judge Lewis Kaplan largely denied Grant
Thornton's and Deloitte & Touche's request to have Parmalat's
claims against them dismissed.

Specifically, the court ruled on March 17, 2006, that in addition
to the global audit firms' Italian affiliates, Parmalat could
pursue its claims against the international and U.S. affiliates of
Grant Thornton and could also pursue its damages claims against
the international parent of Deloitte & Touche -- Deloitte Touche
Tohmatsu.

A full-text copy of the District Court opinion is available for
free at http://bankrupt.com/misc/ParmalatMar17KaplanOrder.pdf

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that  
can be stored at room temperature for months.  It also has 40-
some brand product line includes yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.


PEP BOYS: Posts $35.7 Million Net Loss in Fiscal Year 2006  
----------------------------------------------------------
The Pep Boys - Manny, Moe & Jack (NYSE:PBY), the nation's leading
automotive aftermarket retail and service chain, reported
financial results for the fourth quarter and fiscal year ended
Jan. 28, 2006.

               Fourth Quarter Financial Results

Sales for the thirteen weeks ended January 28, 2006 were
$549,817,000, 0.7% less than the $553,440,000 recorded last year.

On a GAAP basis, Net Loss from Continuing Operations Before
Cumulative Effect of Change in Accounting Principle increased from
a net loss of $9,701,000 to a net loss of $22,703,000.

Adjusted Net Loss from Continuing Operations Before Cumulative
Effect of Change in Accounting Principle improved from a Net Loss
in 2004 of $13,403,000, to a Net Loss in 2005 of $13,153,000.

                 Fiscal Year Financial Results

Sales for the fiscal year ended Jan. 28, 2006 were $2,235,226,000,
1.5% lower than the $2,269,974,000 recorded last year.

On a GAAP basis, Net Earnings (Loss) from Continuing Operations
Before Cumulative Effect of Change in Accounting Principle
decreased from Net Earnings of $25,455,000 a Net Loss of
$35,773,000.

Adjusted Net Earnings (Loss) from Continuing Operations Before
Cumulative Effect of Change in Accounting Principle decreased from
Net Earnings in 2004 of $21,834,000, to a Net Loss in 2005 of
$26,183,000.

CEO Larry Stevenson noted, "For Q4, comparable Service Center
Revenue accelerated from recent quarters.  As we discussed on our
last earnings call, we have been emphasizing the stability and
training of our re-invigorated store and field team, and that is
starting to show results with customer volumes.  As we begin 2006,
our primary focus transitions from sales growth to increasing
labor productivity and gross profit rates while maintaining sales
momentum.

"On the retail/commercial side, our focus this holiday season on
margin management, rather than sales, resulted in improved gross
profit dollars and gross profit rate vs. last year, despite
essentially flat sales.  As with this quarter, we expect to
maintain or reduce our SG&A expense until Service Center
profitability improves. Inventories for Q4 were up 2.2% from last
year, down from a year on year increase in Q3 of 6.0%."

CFO Harry Yanowitz said, "During the quarter, we refinanced a
substantial portion of our debt by closing a $200,000,000 five-
year senior secured bank facility.  The proceeds were used to pay
down the remainder of our $143,000,000 medium term notes, our only
maturities in 2006, and to pay down a portion of our revolving
credit facility.  As part of that refinancing, we settled an
interest rate remarketing option attached to the medium term notes
at a cost of $8,100,000 and pre-paid $3,300,000 in interest.  In
addition, we recorded a $4,200,000 non-cash asset impairment
charge, reflecting the remaining value of a commercial sales
software asset.  This asset represents the only remaining piece of
a larger in-store system developed between 2001 and 2003, which
the Company decided not to roll out and to which no further
additions have been made since 2003."

                       About Pep Boys

Pep Boys -- http://www.pepboys.com/-- has 593 stores and more  
than 6,000 service bays in 36 states and Puerto Rico.  Along with
its vehicle repair and maintenance capabilities, the Company also
serves the commercial auto parts delivery market and is one of the
leading sellers of replacement tires in the United States.

                          *  *  *

As reported in the Troubled Company Reporter on Feb. 14, 2006,
Standard & Poor's Ratings Services placed its ratings on Pep Boys-
Manny, Moe & Jack, including its 'B-' corporate credit rating, on
CreditWatch with developing implications.  This action follows the
company's announcement that it has hired Goldman, Sachs & Co. to
explore strategic and financial alternatives.  Standard & Poor's
will monitor developments associated with this process to assess
the implications for the ratings.


QUANTUM CORP: S&P Lowers Subordinated Debt Rating to B- from B
--------------------------------------------------------------
Standard & Poor Ratings Services lowered its corporate credit
rating on San Jose, California-based Quantum Corp. to 'B+'
from 'BB-'.  At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B-' from 'B'.
      
"The rating actions reflect reduced profitability and high
financial leverage, stemming from ongoing operating challenges;
the outlook is revised to stable from negative," said Standard &
Poor's credit analyst Joshua Davis.  Quantum Corp has $160 million
of convertible subordinated notes outstanding.
     
The ratings on Quantum reflect:

weakened profitability, stemming in part from unfavorable market
dynamics, resulting high levels of financial leverage.  These
factors are offset in part by a solid market position in tape-
based storage systems and good liquidity.  Quantum's diminished
profitability over the last several years reflects pressures
encompassing both hardware (drives and systems) and tape media
(both Quantum-branded and income from licensing), the latter of
which has historically been an important source of company
profitability.  Quantum remains a leading supplier of tape-based
storage systems, with presence in both of the major tape formats
and increasingly in disk-based systems.  
     
Actions taken by Quantum over the past three years to address
operating challenges have not resulted in a return to
profitability levels consistent with the previous rating.  These
actions include:

   * selling the network-attached storage business;

   * increasing the use of outsourced manufacturing partners;

   * reducing operating expenses; and

   * making strategic acquisitions such as Certance Holding
     in January 2005.

Over the same time period, however, Quantum's tape drive and
automation systems businesses have experienced ongoing pricing and
profitability pressures.  Furthermore, the tape media business,
which until 2002 generated between $90 million and $100 million of
high-margin revenues per quarter, has over the past two years
remained at $40 million to $60 million of revenue per quarter.  As
a result, profitability has suffered, with adjusted EBITDA in the
four quarters ended Dec. 26, 2005, falling to $42 million (3.9% of
sales), from $46 million (6.0% of sales) in 2004 and $56 million
(6.7% of sales) in 2003.  

Based on new product and cost-containment initiatives currently
underway, there is some prospect for profitability improvements in
coming quarters.         


REFCO INC: Non-Bankrupt Refco Securities LLC Winding Down Business
------------------------------------------------------------------
Refco Securities, LLC, a non-bankrupt division of Refco Inc., is
in the process of winding down its business.

Customers who believe they are owed cash or securities by Refco
Securities must immediately contact the company in order to
preserves their assets.  The company can be reached at:

         Refco Securities, LLC
         Attn: Customer Claims
         One World Financial Center
         200 Liberty Street, 22nd Floor,
         New York, New York 10281

Refco Securities, LLC, is a registered broker-dealer that operated
primarily in New York but also has branch offices in Illinois,
Florida and California.

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

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


REYNOLDS & REYNOLDS: Lenders Extend Waivers Under $200MM Loan Pact
------------------------------------------------------------------
The Reynolds and Reynolds Company's (NYSE: REY) bank lenders have
unanimously consented to an amendment to its $200 million
committed credit facility.

The amendment relates to the company's previously reported delay
in filing its annual report on Form 10-K for the fiscal year ended
Sept. 30, 2005 and its quarterly report on Form 10-Q for the
quarter ended Dec. 31, 2005.  It extends waivers of certain
reporting requirements to Sept. 30, 2006, replacing previous
waivers that would have expired March 31.

As of Feb. 28, 2006, borrowings of $50 million were outstanding on
the facility.  The company's cash balance was approximately $185
million as of the same date.  Approximately $104 million will be
set aside in trust to service all remaining payments of interest
and principal on the public debt.  Under the terms of the
amendment, certain transactions will be permitted if the company
maintains a specified amount of cash and borrowing capacity under
existing credit facilities.  This requirement remains in effect
only until such time as the company becomes current in its SEC
filings.  The amendment to the company's credit agreement will be
filed as an exhibit to a current report on Form 8-K.

"The company continues to generate strong cash flow," said Greg
Geswein, senior vice president and chief financial officer.  "Our
present cash and available borrowing capacity is more than
sufficient for the foreseeable future."

As the company previously announced, it expects to hold its 2006
annual meeting of shareholders June 15, 2006, following the
finalization of its 2005 audited financial statements.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 06, 2006,
Moody's Investors Service downgraded The Reynolds and Reynolds
Company's senior unsecured ratings to Ba1 from Baa3 and placed the
ratings on review for further possible downgrade.  At the same
time Moody's assigned a corporate family rating of Ba1, also
placed on review for possible downgrade.

The downgrade reflects continuing challenges the company faces in
resolving the SEC accounting review that has delayed the timely
filing of its September 2005 annual report and quarterly reports
thereafter.  The downgrade also reflects the company's limited
financial flexibility considering its moderate cash balance, the
near term retirement of $100 million notes, and the need to obtain
additional waivers for its revolver and A/R securitization
facility.


RIVERSTONE NETWORKS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Riverstone Networks, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Delaware, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $128,361,583
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                            $0
  E. Creditors Holding                                    
     Unsecured Priority Claims                             $2,563
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     $81,577,941
                                    ------------      -----------
     Total                          $128,361,583      $81,580,504

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


RIVERSTONE NETWORKS: Gets $178-Million Proposal from Ericsson Inc.
------------------------------------------------------------------
Riverstone Networks, Inc. reported that in connection with its
previously reported asset sale under Section 363 of the U.S.
Bankruptcy Code it has received a $178 million offer from
Ericsson, Inc. to purchase substantially all of the company's
assets.

The offer, which is subject to certain potential adjustments, was
reflected in an Asset Purchase Agreement signed by Ericsson, Inc.,
the U.S. operating unit of Swedish telecommunications vendor
Telefonaktiebolaget LM Ericsson.  Riverstone and its advisors are
currently reviewing the offer.

As reported in the Troubled Company Reporter on Feb. 8, 2006,
Riverstone and Lucent Technologies signed an asset purchase
agreement in which the stated purchase price was $170 million,
subject to certain potential adjustments.  At the same time,
Riverstone filed a petition under chapter 11 of the U.S.
Bankruptcy Code, and that it intended to conduct an auction for
the sale of its assets under Section 363 of the Code.

The deadline for submission of bids was March 16, 2006.  
Riverstone received no bids other than the Ericsson offer by the
deadline.  The auction is now scheduled to commence at 10:00 a.m.
ET on Monday, March 20, 2006, in New York.

                      About Ericsson, Inc.

Ericsson Inc. -- http://www.ericsson.com/-- is Swede on North  
America.  The subsidiary of Sweden-based global wireless
infrastructure equipment leader and cell phone maker
Telefonaktiebolaget LM Ericsson oversees the North American
business of its parent.  It makes antennas, transmitters,
switching systems, and other gear used to build wireless networks.  
The company develops and markets its mobile handsets through a
joint venture with Sony.  Ericsson also makes corporate networking
gear, cable, satellite products, optical equipment, and software
for mobile messaging.  Services include network design and
construction.  The company's parent is controlled by the
Wallenberg family and holding company Industrivarden.

                    About Riverstone Networks

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


ROCK-TENN COMPANY: To Close Folding Carton Facility in California
-----------------------------------------------------------------
Rock-Tenn Company (NYSE: RKT) will close its Kerman, California,
folding carton plant in the third quarter of fiscal 2006.  
Rock-Tenn expects to transfer a substantial portion of the
business from the Kerman plant to its Greenville, Texas plant.

"The Kerman closure is the next step in attaining our operating
synergy target from the Gulf States paperboard and packaging
business acquisition," Mike Kiepura, Executive Vice President -
Folding Carton division, stated.  "We relocated underutilized
equipment acquired in the acquisition to our Greenville, Texas
plant, creating the opportunity to consolidate these two
locations.  Greenville is the larger of the two plants and is much
closer to our bleached paperboard mill acquired from Gulf States.  
We expect the Kerman closure to generate approximately $2 million
of annualized savings that will contribute to the $30 million of
synergies that we expect to realize following our acquisition of
Gulf States' paperboard and packaging businesses."

Rock-Tenn Company expects to incur cash operating and
restructuring costs of approximately $3 million, which will
include severance, facility lease and carrying costs net of
sublease rentals and equipment relocation costs, and to incur
asset impairment costs of approximately $2 million.

Headquartered in Norcross, Georgia, Rock-Tenn Company --
http://www.rocktenn.com/-- provides a wide range of marketing  
and packaging solutions to consumer products companies at low
costs, with combined pro forma net sales of $2.1 billion and
operating locations in the United States, Canada, Mexico,
Argentina and Chile.  The Company is one of North America's
leading manufacturers of packaging products, merchandising
displays and bleached and recycled paperboard.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2006,
Moody's Investors Service placed Rock-Tenn Company's long term
debt ratings under review for possible downgrade.  The review was
prompted by ongoing margin pressure that, given the background of
increased debt levels as a consequence of an acquisition that was
completed last year, has caused credit protection measures to lag
those appropriate for the current ratings.  Moody's will conduct a
comprehensive examination of the company's plans to increase
margins.  This will also involve a review of steps the company can
take to insulate its margins from increasing input costs.  It is
expected that Moody's review will be completed in approximately 90
days.

Actions:

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba2

   * Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba3

Outlook, Changed To Rating Under Review From Stable


SBA COMMS: S&P Affirms B+ Corp. Credit Rating & Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Boca Raton, Florida-based wireless tower operator SBA
Communications Corp., including its 'B+' corporate credit rating.
The outlook is stable.

At the same time, Standard & Poor's placed the ratings of
St. Louis, Missouri-based wireless tower operator AAT
Communications Corp. on CreditWatch with negative implications,
including its 'BB-' corporate credit rating.
      
"These actions follow SBA's announced agreement to acquire AAT in
a transaction that includes a cash component of $634 million,"
said Standard & Poor's credit analyst Catherine Cosentino.  The
combined company will have about 5,300 total wireless towers, and
is expected to have total debt of about $1.5 billion.
     
The placement of AAT on CreditWatch negative reflects the fact
that, upon closing of the transaction, its ratings will reflect
that of the merged company, which will be a 'B+' with a stable
outlook.  The 'B+' corporate credit rating of the merged company
reflects its aggressive leverage, which is expected to be in the
mid-8x area for 2006, pro forma for full year operation of AAT.

This high leverage overshadows its favorable business risk, which
Includes:

   * high renewal rates on long-term tower leases with very
     creditworthy customers;

   * annual escalators on contracts; and

   * potential for growth from on-going demand for new tower sites
     by the wireless carriers.

These factors contribute to operating cash flow margins in the
area of 70%.  In addition, with acquisition of AAT, SBA's tower
portfolio will have an increased scale and geographic footprint
and will enable the company to realize some significant expense
synergies.  Moreover, technology incompatibilities and network
quality improvement requirements and associated additional
antennae needs, likely, will limit the adverse effects of wireless
consolidation on SBA over the next few years.


STELCO INC: Obtains Asset Sale Proceeds Distribution Order
----------------------------------------------------------
Stelco Inc. applied for and received an Order concerning the
distribution of sale proceeds generated by the Company's
disposition of non-core assets.

In pursuit of its previously announced strategy, and as announced
on previous occasions, Stelco sold the issued and outstanding
shares of four wholly owned subsidiaries:

     * AltaSteel Ltd.,
     * Norambar Inc.,
     * Stelfil Lt,e and
     * Stelwire Ltd.

The Company also sold the assets of:

     * CHT Steel Company Inc.,
     * Stelpipe Ltd. and
     * Welland Pipe Ltd.

The sale proceeds from those transactions were paid to, and have
been held since then by, the Monitor in trust.

At a hearing held March 16, 2006, the Superior Court of Justice
(Ontario) granted an Order authorizing the Monitor to distribute
the funds that can be released on the restructuring plan
implementation date to Stelco or as Stelco may direct.  The motion
also dealt with those sale proceeds the Monitor is required to
hold beyond the plan implementation date pursuant to any of the
above-noted sale agreements.  The Order authorizes the Monitor to
release such sale proceeds in accordance with those agreements
without further Order of the Court.

                        About Stelco

Stelco is expected to emerge from its Court-supervised
restructuring on March 31, 2006.  At that time, new common shares
will be issued under the approved restructuring plan and are
expected to begin trading on the TSX on April 3, 2006, subject to
certain conditions.

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

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

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


TAPESTRY PHARMA: Grant Thornton Raises Going Concern Doubt
----------------------------------------------------------
Tapestry Pharmaceuticals, Inc.'s auditor, Grant Thornton LLP,
raised going concern doubts about the Company's ability to
continue as a going concern after auditing its financial
statements for the year ending December 28, 2005.

The Company had no revenue and incurred a $17,538,000 net loss
during the year ended December 28, 2005, and, as of that date,
reported an accumulated deficit of $107,262,000.  Cash and short-
term investments on hand totaled $14,086,000 at Dec. 28, 2005.  

The Company's year-end balance sheet showed $16,474,000 in total
assets and $5,588,000 in total debts.  Stockholders' equity
narrowed to $10,886,000 at December 28, 2005, from $27,780,000 of
positive equity as of December 29, 2004.

In February 2006, Tapestry entered into an agreement that provides
for the sale of common stock and warrants to purchase common stock
for gross proceeds of $25.5 million.  This financing is expected
to close in April 2006, subject to stockholder approval and other
customary closing conditions.  

A full-text copy of Company's latest the Annual Report on Form
10-K filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?6ab

Tapestry Pharmaceuticals, Inc., is a pharmaceutical company
focused on the development of proprietary therapies for the
treatment of cancer.  The Company is also actively engaged in
evaluating new therapeutic agents and/or related technologies.  
Its evaluation of new products and technologies may involve the
examination of individual molecules, classes of compounds, or
platform technologies.  Acquisitions of new products or
technologies may involve the purchase or license of such products
or technologies, or the acquisition of, or merger with, other
companies.


THERMADYNE HOLDINGS: Delayed Filing Cues Moody's Rating Review
--------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Thermadyne
Holdings Corporation on review for possible downgrade to reflect
Moody's concerns relating to the level of the company's free cash
generation and its recent announcement of a delay in filing its
Form 10-K which indicates that its internal control issues have
yet to be resolved.

These ratings were placed under review:

      * $175 million 9.25% senior subordinated notes,
        due 2014, rated Caa1;

      * Corporate Family Rating, rated B2.

In its review, Moody's will focus on:

   -- the impact of the recently enacted price increases on
      Thermadyne's operating margins;

   -- its ability to successfully institute further price
      increases to offset any future inflation in raw material
      costs;

   -- its success in reducing its investment in working capital,
      particularly its success in increasing inventory turns; and

   -- its ultimate filing of the 2005 Form 10-K and the auditor's
      report on internal controls to assess the present state of
      its on-going internal control issues and any potential
      effect on its reported financial information and ability to
      control the business.

The decision to place the company on review reflects in part the
delay in the proposed timeline for achieving progress in the area
of working capital efficiency.  The Company has a long-term target
of 20% of sales against a current investment as of
Sept. 30, 2005 of 35%.  Through the first nine months of the year,
Thermadyne invested approximately $25.6 million in receivables and
inventory reflecting deterioration in working capital metrics
against our expectations of stability, if not improvement.  In
light of the increased costs associated with raw material
inflation and the prioritization of on-time delivery, further
variances in working capital investment could have a significant
impact on free cash flow generation.

The ratings are further impacted by the company's high debt
leverage and modest interest coverage.  Moody's estimates the
company's debt to EBITDA for the twelve months ended Sept. 30,
2005, at approximately 4.7 times and EBIT/Interest coverage at
approximately 1.3 times.  These ratios mark an improvement from
fiscal year end 2004 but are below our expectations for 2005.
Additionally, Moody's estimates that the Company generated
negative free cash flow for the twelve months ended Sept. 30,
2005.

In addition, the company's inability to file its 2005 Form 10-K on
time indicates that its previously disclosed internal control
weaknesses have not been fully resolved.  The nature and
pervasiveness of the control issues combined with this delinquent
filing raise concerns about the company's control environment and
the reliability of its financial information.  More importantly,
these control issues could adversely affect management's ability
to forecast results and control the business.  Once the Form 10-K
is filed, Moody's will review the internal control report and
assess the full extent of the internal control weaknesses and
their potential effect on the company.

The company's likely performance for 2006 is difficult to
ascertain given the uncertainties in steel prices; the potential
competitive impact of pricing actions; the potential impact of
foreign currency fluctuations and of on-going turnaround and
restructuring actions.  At the same time, the company's ratings
benefit from a relatively solid end-market environment and the
anticipated benefits of volume leverage, pricing and cost
reduction initiatives.

Headquartered in Chesterfield, Missouri, Thermadyne is a global
designer and manufacturer of cutting and welding products,
including equipments, accessories and consumables.  Its products
are used by manufacturing, construction and foundry operations to
cut, join and reinforce steel, aluminum and other metals. Revenues
for the twelve months ended Sept. 30, 2005, totaled approximately
$500 million.


TIER TECHNOLOGIES: Gets Notice from NASDAQ on Continued Listing
---------------------------------------------------------------
On March 10, 2006, Tier Technologies, Inc., received a
notification that The Nasdaq Listing Qualifications Panel granted
the Company's request for continued listing on The Nasdaq National
Market, subject to certain conditions.

On Feb. 2, 2006, the Company attended an oral hearing before the
Panel during which Tier requested continued listing on The Nasdaq
National Market.  Subsequently, on March 10, 2006, Tier received
the Panel's decision to grant the Company's request, subject to
certain conditions.  One of the Panel's conditions requires that
the Company file with the Securities and Exchange Commission by
May 5, 2006, its Annual Report on Form 10-K for the fiscal year
ended Sept. 30, 2005 and its Form 10-Q for the quarter ended
Dec. 31, 2005.

The Panel has also conditioned continued listing upon receiving,
no later than April 5, 2006, a substantive status report on the
independent investigation being conducted on behalf of the
Company's Audit Committee of its Board of Directors.

The Audit Committee, with the assistance of independent outside
counsel and counsel's accounting advisers, is currently conducting
an investigation of restatement-related issues.  Specifically,
with respect to the scope of its investigation, the Audit
Committee is exploring qualitative and financial reporting issues
giving rise to the restatement, including those brought to its
attention by Company management, and will review the Company's
proposed restatement and related filings once prepared by the
Company.

The Committee may also have reason to consider certain accounting
control and management issues as such issues arise during the
course of its investigation.  Once the review is complete, the
Committee will pursue remedial and other actions, if appropriate,
based upon its findings and conclusions.  The Audit Committee will
provide the Panel with a substantive status report on the
investigation on or before April 5, 2006 and expects to complete
its investigation on or before April 21, 2006.  The Company will
make any appropriate disclosures thereafter.

Another condition for continued listing on The Nasdaq National
Market, included in the Panel's March 10, 2006 notification, was a
requirement to disclose (by March 15, 2006) the impact on Tier's
historical financial statements of a previously disclosed project
undertaken by the Company to reconcile the accounting records of
one of its payment processing centers.  The Company has conducted
a preliminary reconciliation of the accounts for this payment
processing center, which is undergoing a rigorous review and
validation process.

While it has made substantive progress, Tier is not currently able
to disclose final results of this reconciliation or the associated
impact on its historical financial statements.  To ensure that the
results it reports are accurate, Tier will request an extension
from the Panel by March 17, 2006.  Although the Company is asking
for an extension for meeting this condition, the Company can
provide no assurance that the Panel will grant an extension and
allow Tier to maintain its listing of common stock on Nasdaq.

The fifth character "E" will remain appended to the Company's
stock symbol pending a final determination that the Company is
fully compliant with Nasdaq's filing requirements and all other
requirements for continued listing on Nasdaq.  Although the
Company is making every effort to satisfy the terms of the Panel's
decision, and thereby maintain its listing, we can provide no
assurances that the Company will be able to do so, which could
result in the delisting of Tier's common stock from Nasdaq.

                     About Tier Technologies

Tier Technologies, Inc. -- http://www.tier.com/-- is a leading
provider of transaction processing and packaged software and
systems integration services for public sector clients.  The
company combines its understanding of enterprise-wide systems with
domain knowledge enabling clients to rapidly channel emerging
technologies into their operations.  The company focuses on
sectors that are driven by forces that make demand for its
services less discretionary and are likely to provide the company
with recurring long-term revenue streams.


TIER TECHNOLOGIES: Revolver Terminated & Problem Covenants Nixed
----------------------------------------------------------------
Tier Technologies, Inc. (Nasdaq: TIERE), executed an amendment to
its bank credit facility, effective March 6, 2006.  

As previously disclosed, the expected restatement, the delayed
availability of Tier Technologies, Inc.'s financial statements for
the fiscal year ended September 30, 2005, and the anticipated loss
for the quarter ended September 30, 2005, constituted events of
default under the revolving credit agreement between the Company
and its lender, City National Bank.  In addition, the Company
incurred similar events of default for the quarter ended
December 31, 2005.

To address these events of default, the Company and its wholly
owned subsidiaries, Official Payments Corporation and EPOS
Corporation, entered into an Amended and Restated Credit and
Security Agreement with CNB on March 6, 2006.  The Agreement,
which amends and restates the original agreement signed by the
Company and CNB on January 29, 2003, made a number of significant
changes including:

    -- the termination a $15 million revolving credit facility,

    -- the reduction of financial reporting covenants, and

    -- the elimination of financial ratio covenants.

The March 6, 2006 agreement provides that Tier may obtain up to
$15 million of letters of credit and also grants CNB a perfected
security interest in Cash Collateral in an amount equal to all
issued and to be issued Letters of Credit. Currently, Tier is in
compliance with all the terms and conditions of the amended
Agreement.

As of March 6, 2006, the Company has approximately $1.9 million
outstanding letters of credit under the Agreement, which are fully
collateralized by first priority liens and security interests in
our assets. The Company primarily uses the credit to secure
performance bonds and to meet leased facility requirements.

A full-text copy of the Amendment is available at no charge at
http://ResearchArchives.com/t/s?6b3

                     About Tier Technologies

Tier Technologies, Inc. -- http://www.tier.com/-- is a leading
provider of transaction processing and packaged software and
systems integration services for public sector clients.  The
company combines its understanding of enterprise-wide systems with
domain knowledge enabling clients to rapidly channel emerging
technologies into their operations.  The company focuses on
sectors that are driven by forces that make demand for its
services less discretionary and are likely to provide the company
with recurring long-term revenue streams.


VALEANT PHARMA: Incurs $44.8 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Valeant Pharmaceuticals International (NYSE:VRX) disclosed its
fourth quarter and full year financial results for 2005 showing
strong revenue growth and continued improvement in key operating
metrics.

     Fourth Quarter 2005 vs. Fourth Quarter 2004 Highlights

Revenues increased 23 percent to $231.6 million compared to
$188.0 million.  Product sales increased 17 percent to
$205.4 million compared to $175.0 million.  Ribavirin
royalties increased 101 percent to $26.2 million compared to
$13.0 million.  Net loss was $44.8 million compared to a net
loss of $99.0 million.  Adjusting for certain non-GAAP items,
adjusted income from continuing operations was $16.1 million
compared to $4.9 million.

Timothy C. Tyson, Valeant's president and chief executive officer,
said, "Strategic acquisitions and the strength of key promoted
brands have enabled us to turn in another year of solid,
double-digit revenue growth. Our promoted brands, excluding
products acquired, led us to again exceed the average growth for
the industry. Because of this strong top-line growth and our
continued focus on operating efficiencies, we achieved every one
of our metric targets for the year."

                   Full Year 2005 vs. 2004

Revenues increased 21 percent to $822.7 million compared to
$682.5 million.  Product sales increased 21 percent to
$731.0 million compared to $606.1 million.  Ribavirin royalties
increased 20 percent to $91.6 million compared to $76.4 million.  
Net loss was $188.3 million compared to a net loss of
$169.8 million.  Adjusting for non-GAAP items, adjusted income
from continuing operations was $34.8 million compared to
$6.0 million.

                         Revenues

The advance in product sales in the 2005 fourth quarter and full
year was led by the growth of products from the acquisition of
Xcel Pharmaceuticals earlier in the year and growth in other key
promoted brands.  Acquisitions have been a core component of the
company's growth strategy as evidenced by the success of our Xcel
acquisition and the company's recent purchase of Infergen(R).   
Overall, promoted brands grew 33 percent in the 2005 fourth
quarter and 44 percent for the full year, primarily from sales of
Diastat(R), Migranal(R), Efudex(R), Bedoyecta(TM), Kinerase(R) and
Cesamet(TM).

Sales of products acquired from Xcel totaled $18.9 million in the
2005 fourth quarter, compared to the $18.5 million in sales
recorded by Xcel in the same period last year.  Sales of products
acquired from Xcel since the acquisition date of March 1, 2005,
were $73.4 million.  On a pro forma basis, assuming Valeant's
ownership for the full year, sales of these products in 2005
would have been $85.0 million, a 32 percent increase over the
$64.4 million in sales recorded by Xcel in 2004.

Foreign currency reduced product sales by $0.7 million in the 2005
fourth quarter and increased product sales by $19.4 million for
the 2005 full year.  Foreign currency had a favorable impact on
the company's adjusted operating loss of $2.3 million in the 2005
fourth quarter and $7.4 million in the 2005 full year.

The increase in ribavirin royalties for the 2005 fourth quarter
and year was primarily due to sales of ribavirin in Japan.

                      Financial Metrics

The company's gross margin on product sales in 2005 improved to 69
percent, compared to 67 percent in 2004.  The improvement
primarily reflects increased sales in North America, a favorable
mix of higher margin products and the company's manufacturing
improvement efforts.

Adjusted for non-GAAP items, selling expense was 31 percent of
product sales in 2005, compared to 32 percent in 2004.  General
and administrative expenses were 15 percent of sales in 2005,
compared to 16 percent a year ago.  The improvements reflect
increased product sales and an ongoing effort to control expenses,
partially offset by investments for business expansion, product
launches and investments in the company's infrastructure to
support future growth.

Research and development costs were 16 percent of sales in 2005
compared to 15 percent in 2004. The increase reflects investment
in the company's late-stage pipeline for the development of
Viramidine(R), pradefovir, retigabine and Zelapar(TM).

                   Balance Sheet Information

Cash and marketable securities at December 31, 2005, totaled
$235.1 million, compared to $461.5 million at December 31, 2004.   
The reduction in cash was primarily due to the acquisitions of
Xcel Pharmaceuticals and Infergen.

The company expects that the impact on 2006 results from the
implementation of Statement of Financial Accounting Standards
123(R) will be a reduction in pre-tax income of approximately
$20 million.

                 About Valeant Pharmaceuticals

Valeant Pharmaceuticals International (NYSE:VRX) --
http://www.valeant.com/-- is a global, research-based specialty  
pharmaceutical company that discovers, develops, manufactures and
markets pharmaceutical products primarily in the areas of
neurology, infectious disease and dermatology.  

Viramidine, Efudex, Diastat, Migranal, Kinerase, Infergen,
Mestinon, Bedoyecta, Dermatix, Cesamet, Solcoseryl, Bisocard and
Tasmar are trademarks or registered trademarks of Valeant
Pharmaceuticals International or its related companies. All other
trademarks are the trademarks or the registered trademarks of
their respective owners.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services revised its outlook on Valeant
Pharmaceuticals International to stable from negative.  Ratings on
the company, including the 'BB-' corporate credit rating, were
affirmed.


VARIG S.A.: Alvarez & Marsal Hired to Advise Brazilian Airline
--------------------------------------------------------------
Global professional services firm Alvarez & Marsal, which
specializes in turnarounds and restructurings, has been hired by
Varig, the largest Latin American airline, as chief restructuring
advisors to work with the company's management and board as it
moves forward with the restructuring process.

The decision to retain a professional restructuring firm was
initiated by Varig's creditors and the selection process followed
strict technical criteria.  Alvarez & Marsal was chosen from among
a group of firms based on its long history of successful
restructurings and its professional team's specific experience
with other distressed airlines including US Airways and
AeroMexico.

"Our team of international professionals will bring our extensive
experience in turnarounds and restructurings to bear as we work
closely with Varig's senior executive team, who will remain in
their current positions," said Marcelo Gomes, a Brazil-based
managing director at Alvarez & Marsal.  "We do not expect the
restructuring process to disrupt the ongoing operations and
administration of the company."

Alvarez & Marsal professionals will not assume official interim
management roles.  Varig president Marcelo Bottini and all current
directors will remain in their current positions at the company.

Luis Delucio, a director at Alvarez & Marsal, will serve as co-
chief restructuring advisor along with Mr. Gomes.  Both will
report directly to Mr. Bottini and Varig's board of directors.

                    About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex financial, operational and organizational
challenges.  The firm employs a distinctive hands-on approach by
working closely with clients, management and stakeholders to
resolve problems and implement solutions.  Founded in 1983,
Alvarez & Marsal draws on its strong operational heritage to
provide specialized services, including: Turnaround and Management
Advisory, Crisis and Interim Management, Performance Improvement,
Creditor Advisory, Global Corporate Finance, Dispute Analysis and
Forensics, Tax Advisory, Business Consulting, Real Estate Advisory
and Transaction Advisory.  A network of experienced professionals
in locations across the US, Europe, Asia and Latin America,
enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.

                         About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's  
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial  
reorganization proceeding under the New Bankruptcy and  
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


WELLSFORD REAL: Liquidation Assets Total $56 Million at Dec. 31
---------------------------------------------------------------
Wellsford Real Properties, Inc.'s (AMEX:WRP) net assets in
liquidation at Dec. 31, 2005 aggregated $56,569,414 based upon
6,471,179 shares outstanding at Dec. 31, 2005.

WRP had reported in November 2005 that its stockholders approved
the Plan of Liquidation at WRP's annual meeting held on Nov. 17,
2005.

After the approval of the Plan by the stockholders, WRP completed
the sale of its largest asset, the three residential rental phases
of its Palomino Park project for $176,000,000.  On Dec. 14, 2005,
the Company made an initial liquidating distribution of $14.00 per
share, aggregating approximately $90,597,000, to its stockholders.

For all periods preceding stockholder approval of the Plan on
Nov. 17, 2005, WRP's financial statements are presented on the
going concern basis of accounting.  As required by generally
accepted accounting principles, WRP adopted the liquidation basis
of accounting as of the close of business on Nov. 17, 2005.  Under
the liquidation basis of accounting, assets are stated at their
estimated net realizable value and liabilities are stated at their
estimated settlement amounts, which estimates will be periodically
reviewed and adjusted as appropriate.

At Dec. 31, 2005, WRP had total assets of $126,670,151, which was
comprised primarily of real estate assets under development of
$44,233,031, investments in joint ventures of $20,453,074, cash
of $41,027,086 and restricted cash and investments of $18,953,325.  
Total liabilities and minority interests of $70,100,737 at
Dec. 31, 2005 was comprised of the reserve for estimated costs
during the period of liquidation of $24,057,079, mortgage notes
and construction loans payable of $19,250,344, the deferred
compensation liability of $14,720,730 and other accruals and
liabilities of $12,072,584.

During the period Nov. 18, 2005 to Dec. 31, 2005, WRP reported a
reduction of $90,319,588 in net assets in liquidation,
substantially the result of the aforementioned distribution to
stockholders.

Prior to the approval of the Plan and the adoption of the
liquidation basis of accounting, WRP reported revenues of
$2,140,491 and a net loss of $936,621 during the period Oct. 1,
2005 through Nov. 17, 2005.  WRP reported revenues of $14,710,475
and net income of $3,018,292 during the period Jan. 1, 2005 to
Nov. 17, 2005.

WRP reported fourth quarter 2004 revenues of $4,689,000 and a net
loss of $10,193,063.  For the year ended Dec. 31, 2004, WRP
reported revenues of $27,649,326 and a net loss of $32,703,450.

          Remaining Activities, Assets and Investments

At Dec. 31, 2005, WRP's remaining activities, assets and
investments were comprised primarily of:

     -- The 259 unit Gold Peak condominium development in
        Highlands Ranch, Colorado is the remaining phase from our
        Palomino Park development.  WRP is currently constructing
        Gold Peak and had 84 units under contract at Dec. 31,
        2005.  Gold Peak unit sales commenced in January 2006.

     -- The Orchards, a single-family home development in East
        Lyme, Connecticut, upon which WRP commenced building 101
        single-family homes on 139 acres.  An additional 60 homes
        could be built on a contiguous parcel of land.  The model
        home was completed during the fourth quarter of 2005.  The
        completion of the initial homes and closings of initial
        sales are expected to occur in 2006.

     -- A 75% interest in a joint venture that owns two land
        parcels aggregating approximately 300 acres in Claverack,
        New York.  One land parcel is subdivided into seven
        single-family home lots upon which WRP intends to build
        and sell custom designed homes.  The remaining 235 acres,
        known as The Stewardship, are currently subdivided into
        six single family home lots with the intent to increase
        the number of developable residential lots to 49 lots,
        improve the land and construct and sell single family
        homes.

     -- Interests in Reis, Inc., a real estate information and
        database company.

     -- A 10% interest in Clairborne Fordham, a company, which
        currently owns and is selling the remaining two unsold
        residential units of a 50-story, 277 unit, luxury
        condominium apartment project in Chicago, Illinois.

     -- A project in Beekman, New York where WRP owned
        approximately 10 acres of land and has a contract, secured
        by a first mortgage lien on the property, to acquire a
        contiguous 14 acre parcel. This investment was sold in
        January 2006.

                            The Plan

The Plan contemplates:

     -- the orderly sale of each of WRP's remaining assets, which
        are either owned directly or through WRP's joint ventures,

     -- the collection of all outstanding loans from third
        parties,

     -- the orderly disposition or completion of construction of
        development properties,

     -- the discharge of all outstanding liabilities to third
        parties and,

     -- after the establishment of appropriate reserves, the
        distribution of all remaining cash to stockholders.

WRP currently contemplates that approximately 36 months after the
approval of the Plan any remaining assets and liabilities would be
transferred into a liquidating trust.  The liquidating trust would
continue in existence until all liabilities have been settled, all
remaining assets have been sold and proceeds distributed and the
appropriate statutory periods have lapsed.

Wellsford Real Properties, Inc. is a company in liquidation.  The
Company was formed to operate as a real estate merchant-banking
firm to acquire, develop, finance and operate real properties and
invest in private and public real estate companies.  At Dec. 31,
2005, the Company's remaining primary operating activities are the
development, construction and sale of three residential projects.


WESTPOINT STEVENS: Steering Panel Seeks More Payments from Estate
-----------------------------------------------------------------
The Steering Committee seeks payment of additional fees and
expenses incurred for the period August 1, 2005, through Oct. 31,
2005.  Specifically, the Steering Committee asks the U.S.
Bankruptcy Court for the Southern District of New York to compel
WestPoint Stevens, Inc., and its debtor-affiliates to pay:

    -- $304,560 in attorneys' fees; and
    -- $41,987 in expenses.

The fees reflect services performed by Hennigan, Bennett & Dorman
LLP related to enforcement of the Steering Committee's rights
under the First Lien Credit Agreement and related credit
documents, Sidney P. Levinson, Esq., at Hennigan, Bennett &
Dorman, LLP, in Los Angeles, California, explains.

Mr. Levinson recounts that on November 15, 2005, the Bankruptcy
Court authorized the Debtors to pay 82% of the Steering
Committee's fees and expenses for the period September 1, 2004,
through July 31, 2005.  The Court further:

    * approved the Steering Committee's reservation of its right
      to seek Court approval of fees and expenses incurred after
      August 1, 2005; and

    * ruled that any fees and expenses that remained unpaid as of
      January 18, 2006, would be paid by WestPoint Home, Inc.

With respect to any supplemental requests for payment of fees and
expenses, the Court stated that "maybe [the parties] could resolve
it on the same basis."

The Steering Committee understood the Court's statement to mean
that the parties should consider applying the same 82% figure the
Court used to calculate the fees and expenses approved for the
First Period, in resolving any supplemental requests by the
Steering Committee.

Although the Steering Committee has always believed that the
Supplemental Fees should be allowed in their entirety, it
nevertheless informed the Debtors that it would be willing to
enter into an agreement with them on the same basis as the Court's
prior ruling.  The Steering Committee felt that its proposal would
avoid additional fees and further objections by the Debtors, and
would unburden the Court with the additional fee review.  The
Steering Committee made clear, however, that if the Supplemental
Fees were not resolved on the same basis as the prior fees, the
Steering Committee would seek approval of 100% of the fees and
expenses incurred.

On January 23, 2006, the Debtors' counsel informed the Steering
Committee that Debtors are rejecting the proposal "at this time."

For this reason, the Steering Committee asks Judge Drain to
approve and direct the Debtors to pay 100% of the fees and
expenses sought.

According to Mr. Levinson, the Supplemental Fees and Expenses
relate to Hennigan's services in enforcing the Steering
Committee's rights under the First Lien Credit Agreement and
related credit documents, particularly:

    (a) the Steering Committee's appeal from Judge Drain's order
        authorizing the sale of substantially all of the Debtors'
        assets;

    (b) the Steering Committee's fee request incurred during the
        period September 1, 2004, through July 31, 2005;

    (c) Wilmington Trust Company's adequate protection escrow
        request, which was supported by the Second Lien Lenders;

    (d) responses made to the Debtors' request to dismiss their
        bankruptcy cases;

    (e) the Steering Committee's request for a hearing seeking
        reallocation of the Subscription Rights that were
        allocated to the Second Lien Lenders under the Sale Order;

    (f) the settlement discussions with the other parties;

    (g) administrative or miscellaneous matters;

    (h) non-working travel fees; and

    (i) reviewing of fee applications of other professionals.

                   About WestPoint Stevens

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 63; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTON NURSERIES: Has Until Mar. 29 to File Chapter 11 Plan
-----------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for
the District of Massachusetts extended until 4:30 p.m. on Mar. 29,
2006, Weston Nurseries, Inc.'s time to file a plan.

Judge Rosenthal will convene a hearing at 2:00 p.m. on Mar. 22,
2006, to determine if a further extension is warranted.

As reported in the Troubled Company Reporter on Feb. 8, 2006, the
Debtor wants until May 12, 2006, to file a plan.  The Debtor also
wants until July 11, 2006, to solicit acceptances of that plan
from its creditors if a plan is filed by May 12, 2006.

The Debtor is awaiting the Bankruptcy Court's decision on the
long-standing dispute between its two shareholders, brothers Roger
N. Mezitt and R. Wayne Mezitt, concerning the disposition of the
leased portion of the land on which the Debtor operates and the
abutting acreage.  The proposed Shareholders' Settlement, if
executed and approved will allow the Debtor to move forward with
the planned sale process that should permit, after payment of
secured and priority claims, full payment on all allowed general
unsecured claims.

The Debtor anticipates filing a plan and disclosure statement
concurrent with or upon completion of the sale process to
distribute the proceeds of the intended sale and proposed
settlement.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WHX CORP: USW Seeks Inquiry on Wheeling-Pittsburgh Pensions
-----------------------------------------------------------
The United Steelworkers (USW) called on the Internal Revenue
Service (IRS), the Pension Benefit Guaranty Corporation (PBGC) and
Congress to examine the circumstances that led to WHX's (NYSE:
WHX) request for a funding waiver to allow the company to postpone
contributions to the WHX pension plan due in 2006 and 2007.

WHX is the former equity owner of Wheeling-Pittsburgh Steel
(Nasdaq: WPSC) and current owner of other USW-represented
companies.  When Wheeling-Pitt emerged from Chapter 11 bankruptcy
in August 2003, WHX gave up its equity ownership in the company,
which operates several facilities in the Ohio and Monongahela
Valleys.  WHX, however, maintained responsibility for funding the
pensions of Wheeling-Pitt employees who retired prior to the
August 2003 restructuring and others entitled to future benefits
based on their service before August 2003.

While the waiver request will not affect the pensions, health or
life insurance benefits of current or former Wheeling-Pitt
retirees, the Union seeks to ensure that WHX is not maneuvering to
shift the burden of its pension plan onto the shoulders of the
PBGC, a federal agency.

"In good faith, our Union granted a pension freeze at 2003 levels
specifically to enable WHX to keep the pension plan funded," USW
District 1 Director David McCall, said.  "If WHX cannot meet the
minimum funding levels now, its executives owe our members and
representatives in Congress an explanation why not."

Headquartered in New York City, New York, WHX Corporation
-- http://www.whxcorp.com/-- is a holding company structured to    
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WINN-DIXIE: Two Firms Withdraw as Equity Committee Counsel
----------------------------------------------------------
Jennis, Bowen & Brundage, P.L., formerly known as Jennis & Bowen,
P.L., and Paul, Hastings, Janofsky & Walker LLP, sought and
obtained approval from the U.S. Bankruptcy Court for the Middle
District of Florida to withdraw as counsel of record for the
Official Committee of Equity Security Holders.

Judge Funk permits the Firms to pursue payment of their fees and
expenses incurred in connection with their representation of the
Equity Committee up to and including Jan. 11, 2006.

The Official Committee of Unsecured Creditors does not oppose the
Court's approval of the requested withdrawals.  However, as
previously asserted, the Creditors Committee reserves any and all
rights under the Bankruptcy Code or other applicable law to
object to compensation and reimbursement of expenses sought by
Jennis & Bowen and Paul Hastings including, without limitation,
pursuant to interim and final fee applications.

                            *    *    *

The two Firms represented that the Equity Committee members chose
not to proceed as an ad hoc committee but to participate in the
Winn-Dixie Stores, Inc., and its debtor-affiliates' bankruptcy
proceedings as individual equity holders.

Based on this representation, Judge Funk denies as moot:

   (a) the Official Committee of Unsecured Creditors' request to
       disband the Equity Committee;

   (b) the Equity Committee's request to set aside the notice of
       its disbandment issued by the U.S. Trustee; and

   (c) the Equity Committee's request to appoint an examiner.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


* Shutts & Bowen Launches Tampa Office Headed by W. Thompson Thorn
------------------------------------------------------------------
Shutts & Bowen LLP, one of Florida's oldest and largest law firms,
expanded its presence in the State by opening a Tampa office led
by prominent corporate, commercial transactions attorney and civic
leader W. Thompson "Tommy" Thorn, III.

Mr. Thorn, who recently joined Shutts & Bowen as a senior partner
in its corporate practice group, serves as managing partner of the
firm's sixth Florida office, which currently includes four
attorneys who concentrate on corporate and financial transactions,
as well as commercial litigation.

Also resident in the new Tampa office are:

     * Angelina M. Stayton, a senior commercial litigator who
       joined Shutts & Bowen as a partner, and

     * litigation associates Robin L. Henderson and Andrew P.
       Felix.

Prior to joining Shutts & Bowen, all four attorneys practiced law
in the Tampa offices of the Toledo, Ohio-based law firm Shumaker,
Loop & Kendrick LLP.

The Shutts & Bowen offices are currently located in the World
Trade Center at 1101 Channelside Drive and the Firm plans to move
into permanent space in downtown Tampa by June 1, 2006.

"Over the past few years, we have been searching for the right
opportunity to establish a West Coast presence headquartered in
Tampa Bay with the goal of providing a full range of services to
our clients on a statewide basis," Shutts & Bowen Chairman Bowman
Brown said.  "Opening a Tampa Bay office managed and led by Tommy
Thorn helps extend Shutts & Bowen's presence throughout Florida.  
Tommy is a respected community leader and highly accomplished
attorney with a substantial corporate, institutional, and
transactional law practice."
    
Shutts & Bowen's other Florida offices are located in Miami, Fort
Lauderdale, West Palm Beach, Orlando and Tallahassee.  The
Florida-based firm also has foreign offices in London and
Amsterdam.  The firm currently employs more than 175 attorneys in
its six offices statewide.

Mr. Thorn has been practicing law in the Tampa Bay area for 32
years.  He focuses his practice on mergers and acquisitions,
institutional and corporate finance, corporate governance, and
complex business, commercial and intellectual property
transactional matters for public and private enterprises,
institutions and high net worth individuals.

Mr. Thorn has extensive experience representing public and private
companies in the formation and execution of acquisition
strategies, particularly those in consolidating industries.  He
has counseled clients in a wide variety of businesses and has
completed more than 350 corporate transactions valued in excess of
$5 billion.  Those transactions include:

     * the acquisition of a division of a Fortune 25 company in a
       $1.2 billion transaction;
  
     * the sale and privatization of a NYSE listed company in a
       $700 million transaction; and

     * the disposition of a major US retail operating business to
       a Fortune 100 global company in a transaction valued in
       excess of $300 million.

Long active in the community, Mr. Thorn serves on the board of
directors of the Tampa Bay Sports Commission and on the board of
the Outback Pro-Am Champions Tour golf tournament.  He also is a
member of the Executive Committee, immediate past General Chairman
and former general counsel of Suncoast Golf, Inc., the host of the
annual PGA Tournament held in Tampa Bay.  Additionally, Tommy was
a founding member of the Executive Committee and past president of
the Outback Bowl, the New Year's Day NCAA college football bowl
game held annually in Tampa Bay.

The Shutts & Bowen Tampa Bay office will be a full-service
location, emphasizing corporate and securities, intellectual
property, commercial litigation, real estate, banking, tax,
bankruptcy, health care and labor law.

Founded in 1910, Shutts & Bowen LLP has offices in Miami, Fort
Lauderdale, West Palm Beach, Orlando, Tampa, Tallahassee, London
and Amsterdam.  One of Florida's oldest and largest law firms,
Shutts & Bowen currently employs more than 175 attorneys
statewide.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA.  Emi Rose
S.R. Parcon, Rizande B. Delos Santos, Cherry Soriano-Baaclo,
Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva,
Lucilo Pinili, Jr., Tara Marie Martin, Marie Therese V. Profetana,
Shimero Jainga, and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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