TCR_Public/060322.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 22, 2006, Vol. 10, No. 69

                         Headlines

AERCO LIMITED: Fitch Downgrades Two Note Class Ratings to C
AIRPLANES PASS: Fitch Lowers Class B Notes Rating to C from CCC
ALLIANCE LEASING: Trustee Scraps Remarketing Agent in Amended Plan
ALPHARMA INC: Reports Robust Profits in 2005 & $800MM Cash Balance
ALPHARMA INC: Sells ParMed to Cardinal Health for $40 Million

AMERICAN ITALIAN: Must Comply with Three Key Financial Covenants
AMERICAN REPROGRAPHICS: Earns $3 Mil. in Fourth Qtr. Ended Dec. 31
AMERICAN STEAMSHIP: S&P Lowers Counterparty Credit Rating to B+
AVIALL, INC: Moody's Upgrades B1 Senior Notes Rating to Ba3
AVIATION CAPITAL: Fitch Downgrades Class D-1 Notes' Rating to C

AVIS BUDGET: Fitch Expects to Assign BB- Senior Unsecured Rating
BEAR STEARNS: DBRS Places $4.4 Mil. NIM Notes Rating at BB(high)
BIRCH TELECOM: Wants Until April 24 to File Chapter 11 Plan
BOYDS COLLECTION: Hires McNees Wallace as IP and Corporate Counsel
CABLEVISION SYSTEMS: Fitch Puts CCC+ Rating on Sr. Unsecured Debts

CABLEVISION SYSTEMS: Moody's Holds B1 Corporate Family Rating
CBRL GROUP: $800MM Stock Purchase Plan Cues Moody's Ba1 Ratings
CHAMPION ENT: Moody's Lifts $89MM Sr. Note Rating to B2 from B3
CHC HELICOPTER: Reports Strong Performance in Third Quarter
CONSUMERS TRUST: Committee Retains Davis Graber as Accountants

CSC HOLDINGS: Moody's Puts Ba3 Rating on Proposed $3.5 Bil. Loan
DANA CORP: Stock & Debt Trading Restricted to Preserve NOLs
DANA CORP: Gets Court Approval to Hire BMC Group as Claims Agent
DEL MONTE: Fitch Affirms Low-B Ratings & Says Outlook is Negative
DORAL FINANCIAL: Fitch Holds Low-B Ratings & Watch Continues

EPICOR SOFTWARE: Moody's Puts B1 Rating on $75MM Credit Facility
ERS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
FAIRFAX FINANCIAL: Delay in 10-K Filing Cues DBRS' Rating Review
FERRO CORP: Delayed Financials Cue Moody's to Cut Ratings to B1
FINLAY ENTERPRISES: S&P Lowers Senior Unsecured Debt Rating to B-

FINOVA GROUP: Equity Deficit Prompts Going Concern Doubt
FIRSTBANK: FDIC's Cease & Desist Order Cues Moody's Rating Review
FIRST BANCORP: Fitch Affirms B Short-Term Issuer Default Rating
FIRST CONSUMER: Fitch Puts $62MM CCC-Rated Class B Notes on Watch
FOSTER WHEELER: S&P Puts B- Corp. Credit & Other Ratings on Watch

FRONTLINE CAPITAL: Wants Until May 31 to File Chapter 11 Plan
GALLERIA INVESTMENTS: Section 341(a) Scheduled for April 20
GARDEN RIDGE: Court Postpones Entry of Final Decree Closing Cases
GE-RAY FABRICS: Wachovia Bank Wants Cases Dismissed or Converted
GENERAL MOTORS: Fitch Holds GMAC's BB Rating & Watch Continues

GENTEK INC: Posts $822,000 Net Loss for the Year Ended Dec. 31
GINGISS GROUP: Ch. 7 Trustee Wants Illinois Nat'l Pact Approved
GLAZED INVESTMENTS: Files Schedules of Assets and Liabilities
GLOBAL CROSSING: Dec. 31 Balance Sheet Upside-Down by $173 Million
GREAT CANADIAN: DBRS Lowers Debenture Rating on Potential Breach

HANDEX GROUP: Wants to Sell CAT Equipment to Emeco for $310,500
HARDWOOD P-G: Hires Getzler Henrich as Financial Advisor
HARDWOOD P-G: Creditors' Panel Wants J.A. Compton as Accountant
HERBST GAMING: Earns $50.8 Million in Year Ended December 31, 2005
INTERNATIONAL GALLERIES: Files Schedules of Assets and Liabilities

KERZNER INT'L: Going Private in $3 Billion Acquisition Deal
KERZNER INT'L: S&P Puts BB- Corp. Credit Rating on Negative Watch
KERZNER INT'L: $3.6 Billion Merger Prompts Moody's Rating Review
LAM RESEARCH: S&P Affirms BB- Rating & Revises Outlook to Positive
LEAR CORP: Moody's Lowers Ba2 Ratings to B2 on Weak Performance

LEASE INVESTMENT: Fitch Downgrades Four Note Class Ratings to C
LIBERTY GLOBAL: Posts $80 Million Net Loss for Fiscal Year 2005
LIBERTY HOUSING: S&P Knocks $2 Million Revenue Bonds' Rating to D
LONDON FOG: Files for Chapter 11 Protection in Nevada
LONDON FOG: Case Summary & 25 Largest Unsecured Creditors

LONDON FOG: Perry Ellis Offers $14.5 Million for Pacific Trail
LORBER INDUSTRIES: Files Schedules of Assets and Liabilities
LORBER INDUSTRIES: Hires Jeffer Mangels as Bankruptcy Counsel
MERIDIAN AUTOMOTIVE: Wants Guardian Automotive Settlement Approved
MERIDIAN AUTOMOTIVE: Inks Sale-Leaseback Deal With First Ind'l.

MERIDIAN AUTOMOTIVE: Has Until July 1 to Remove Civil Actions
MILLS CORP: Asking Bank Lenders to Waive Reporting Defaults
MULTIPLAN INC: Moody's Junks Rating on $250 Mil. Proposed Notes
MUSICLAND HOLDING: St. Clair Wants Stay Lifted to Obtain Goods
NATIONAL ENERGY: Net Losses & Deficits Prompt Going Concern Doubt

OCA INC: Bankr. Court Gives Interim Okay to Silver Point DIP Loan
OPTA CORP: Net Losses & Deficit Prompt Going Concern Doubt
OPTINREALBIG.COM: Court Denies Owners' Dad's Employment as Counsel
ORIUS CORP: Hires Burrow & Parrot as Special Litigation Counsel
ORIUS CORPORATION: Files Schedules of Assets and Liabilities

PEGASUS AVIATION: Fitch Downgrades Two Note Class Ratings to CC
PRINCE GEORGE: Fitch Affirms $74.5 Mil. Revenue Bonds' B- Rating
PROFESSIONAL GOLF: Section 341(a) Meeting Scheduled for April 7
QUALITY DISTRIBUTION: Dec. 31 Balance Sheet Upside-Down by $22.1MM
R&G FINANCIAL: Fitch Keeps Watch on Preferred Stock's Junk Rating

REFCO INC: FXCM Ends Talks with Creditors on Refco FX Asset Sale
ROSE HILL: Case Summary & 20 Largest Unsecured Creditors
SCIENTIFIC GAMES: S&P Puts BB Rating on Proposed $150 Mil. Debts
SEARS HOLDINGS: Extends Offer for Sears Canada Shares to March 31
SIERRA PACIFIC: Fitch Expects to Put BB+ Rating on $300 Mil. Notes

SIERRA PACIFIC: S&P Rates Planned $300 Mil. Mortgage Bonds at BB
SUNCOM WIRELESS: S&P Keeps CCC+ Corporate Credit Rating on Watch
TECH DATA: Completes EMEA Asset Sale to Global Knowledge
TKO SPORTS: Court Approves Arent Fox as Committee Counsel
TRAINER WORTHAM: Fitch Affirms $16MM Preference Shares' BB Rating

TRITON AVIATION: Fitch Downgrades Two Note Class Ratings to C
UNIVERSITY HEIGHTS: U.S. Trustee Unable to Appoint Panel Members
US WIRELESS: Plan Agent Wants Until Nov. 11 to Object to Claims
U.S. MICROBICS: Cash Flow Problems Trigger Going Concern Doubt
VARTEC TELECOM: Can Execute Services Agreement with Verizon

WESTAR ENERGY: Reports Fourth Quarter and Full-Year 2005 Results
WILLIAM LYON: S&P Puts B Senior Unsecured Rating on CreditWatch
WINN-DIXIE: Has Until April 19 to File Plan of Reorganization
WINN-DIXIE: Gets Open-Ended Deadline to Decide on Leases
WINN-DIXIE: Will Auction Pharmaceutical Assets Tomorrow

WORLDCOM INC: Asks Court to Determine Refund Claims Rights
WORLDCOM INC: Moves for Summary Judgment on HSG/ATN Claims

* Cadwalader Wickersham Hires Susan Cohen as Special Counsel

* Upcoming Meetings, Conferences and Seminars

                             *********

AERCO LIMITED: Fitch Downgrades Two Note Class Ratings to C
-----------------------------------------------------------
Fitch Ratings took these rating actions on AerCo Limited:

   -- Class A-2 notes are affirmed at 'BBB+'
   -- Class A-3 notes are downgraded from 'BBB' to 'BBB-'
   -- Class A-4 notes are affirmed at 'BBB'
   -- Class B-1 notes are downgraded from 'B+' to 'CCC'
   -- Class B-2 notes are downgraded from 'B+' to 'CCC'
   -- Class C-1 notes are downgraded from 'CCC' to 'C'
   -- Class C-2 notes are downgraded from 'CCC' to 'C'
   -- Class D-2 notes remain at 'C'

The downgrades on the subordinate classes reflect decreasing
recovery prospects resulting from declining cash flow.  Over the
life of the transaction, average collections net of expenses have
been relatively consistent showing a gradual decline overall.
Fitch anticipates that this trend will continue.  Fitch's analysis
incorporated the expected net cash flow to be available to the
trust over the remaining life of the transaction.  Fitch's
expected cash flow takes several factors into account, including:

   * aircraft age,
   * portfolio value,
   * potential lease rates on the aircraft, and
   * perceived liquidity of the aircraft in the portfolio.

AerCo is a special purpose limited liability Jersey company formed
to conduct limited activities, including the:

   * buying,
   * owning,
   * leasing, and
   * selling

of commercial jet aircraft.

In July 1998 AerCo issued $800 million of notes to acquire a
portfolio of 35 aircraft.  In July 2000, AerCo issued $960 million
of notes to refinance its class A-1 and D-1 notes and to acquire
an additional 30 aircraft.


AIRPLANES PASS: Fitch Lowers Class B Notes Rating to C from CCC
---------------------------------------------------------------
Fitch Ratings took these rating actions on Airplanes Pass
Through Trust:

   -- Class A-8 notes affirmed at 'BB'
   -- Class A-9 notes downgraded to 'B+' from 'BB-'
   -- Class B notes downgraded to 'C' from 'CCC'
   -- Class C notes remains at 'C'
   -- Class D notes remains at 'C'

The downgrades reflect Fitch's belief that Airplanes' aircraft
lease cash flow net of asset sales and expenses will continue to
under perform expectations.  Fitch's analysis incorporated several
factors including:

   * aircraft age,
   * current portfolio value,
   * potential lease rates, and
   * perceived liquidity of the portfolio.

Additionally, classes B, C, and D have continued to accrue
interest shortfalls detracting from potential principal
recoveries.  The rating differential between the A-8 and A-9 notes
accounts for the fact that the A-8 is currently receiving the full
benefit of class A principal payments.

Airplanes originally issued $4,048 million of notes in March 1996
followed by two refinancing Trusts, one in March 1998 and the
other in March 2001.  Airplanes is a Trust formed to conduct
limited activities, including the:

   * buying,
   * owning,
   * leasing, and
   * selling

of commercial jet aircraft.

As of March 31, 2005, Airplanes' portfolio consisted of 149
aircraft compared to 193 at the time of the 2001 refinancing Trust
due to continuing asset sales.  Primary servicing is being
performed by General Electric Capital Aviation Services, GECAS (a
wholly owned subsidiary of General Electric Capital Corp.), while
the administrative agent role is being performed by AerCap
Aviation Solutions (formerly Debis AirFinance).


ALLIANCE LEASING: Trustee Scraps Remarketing Agent in Amended Plan
------------------------------------------------------------------
The Hon. George C. Paine of the U.S. Bankruptcy Court for the
Middle District of Tennessee in Nashville approved the Disclosure
Statement supporting the Second Amended Plan of Liquidation of  
Alliance Leasing Corporation.  Michael E. Collins, Esq., the
Debtor's Chapter 11 Trustee submitted the Plan on Feb. 28, 2006.

Judge Paine determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind - for
creditors to make informed decisions when Mr. Collins asks them to
vote to accept the Plan.

Similar to the original Plan of Liquidation filed in August 2005,
the Second Amended Plan provides for the liquidation of all of the
Debtor's  assets for distribution to its creditors.  Mr. Collins
will be appointed as Plan Trustee on the effective date of the
Plan.  He will oversee the Liquidation Trust that will recover and
liquidate all estate assets.

                  Debtor's Prepetition Business

As reported in the Troubled Company Reporter on Sept. 19, 2005,
the Debtor provided vehicle leasing and brokerage services to
credit union members throughout the southeast United States.  

Under their business model,  The Debtor would lease vehicles to
the union members.  The credit unions financed the purchase of the
leased vehicles but the vehicles were titled to the Debtor.  At
the end of the lease term, the Debtor would sell the used vehicles
and pay the credit unions the value provided for in the leases.  
The Debtor profited from the difference between the total price of
the lease to union members and the price of the vehicle.

The competitive climate of the leasing industry forced the debtor
to offer lower monthly lease payments by increasing the residual
value of the leases.  Higher residual values meant higher payments
to the credit unions and lower profits for the Debtor.  Sagging
profits eventually led to the Debtor's bankruptcy filing in Feb.
2005.

                           Estate Assets

The Debtor's primary assets consist of vehicles leased to credit
union members.  As of the petition date, the Debtor held 73
vehicles from expired leases.  The Debtor tells the Bankruptcy
Court that it has sold 17 of these vehicles.  In addition the
Debtor also holds legal title  to 933 vehicles presently on lease.  
These vehicles need to liquidated as their leases expire.  

The Debtor has an equity interest on the vehicles to the extent
that its disposal value exceeds any attached lien or security
interest.  The vehicles are expected to sell at 25% below their  
projected residual values, resulting in a $3 million loss on the
lease portfolio.       

                     No Remarketing Agent

In contrast to the original liquidating plan, Mr. Collins' amended
plan does not provide for the employment of a remarketing agent to
sell the off-lease vehicles.  As agents of the Liquidation Trust,
each credit union or secured creditor will be responsible for
marketing vehicles in which they hold interests.

Under the Plan, credit unions are expected to recover
approximately $9.7 million while alleged Trust Fund Claimants are
expected to receive dividends totaling $139,000.  

Trust fund claims arose from the Debtor's failure to deliver
titles to individuals purchasing vehicles from them.  As of the
petition date, the Debtor owes 119 customers under this class
approximately $2.2 million for undelivered vehicles.  Claimants
under this class have asserted that the funds held by the estate
are held in trust for their benefit and are not property of the
estate.  Since the cost of litigating the issue with each of the
customers would severely diminish the funds available in the
estate, the Plan separately classifies the alleged trust fund
claims and provides a mechanism for creditors who assert such
claims to obtain treatment in such class.

                      Treatment of Claims

Total claims filed against the Debtor consists of $23.3 million of
secured claims, $1.8 million of priority unsecured claims and $1.6
million of general unsecured claims.  

Holders of residual claims on the leased vehicles will retain
their liens and will receive the proceeds from the liquidation of
the collateral subject to that lien.  

Holders of priority unsecured claims will be get a pro-rata share
of the estate cash after Administrative Claims and Priority Tax
Claims are paid in full.

The alleged Trust Fund Claimants will receive pro rata payments to
the extent funds are available after Administrative Claims,
Priority Tax Claims, and other priority claims are paid in full.  

General unsecured claimholders who are not insiders will receive
pro rata payments to the extent funds are available after
Administrative Claims, Priority Tax Claims, other priority claims,
and trust claims are paid in full.  Insiders will receive pro rata
payments after the non-insider General unsecured claimholders
receive full payment of their claims.

Equity interest holders will receive pro rata payment after all
other claims are paid in full.

Headquartered in Franklin, Tennessee, Alliance Leasing
Corporation, filed for chapter 11 protection on Feb. 28, 2005
(Bankr. M.D. Tenn. Case No. 05-02397).  Steven L. Lefkovitz, Esq.,
at Law Offices Lefkovitz & Lefkovitz represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $24,190,072 and total
debts of $29,147,788.


ALPHARMA INC: Reports Robust Profits in 2005 & $800MM Cash Balance
------------------------------------------------------------------
Alpharma Inc. (NYSE: ALO) reported $133,769,000 of net income on
$553,617,000 of revenue for the year ended Dec. 31, 2005, in
contrast to a $314,737,000 net loss on $513,329,000 of revenue in
the prior year.

The Company earned $87,080,000 of net income on $156,360,000 of
revenue during the three-months ended Dec. 31, 2005, compared to a
$307,522,000 net loss on $132,284,000 of revenue for the same
period in 2004.

Fourth quarter 2005 revenues from continuing operations rose 18%
versus 2004 to $156.4 million, driven by continued KADIAN(R)
prescription growth and increased U.S. sales of Animal Health  
livestock products.  Full year 2005 revenue rose 8% to $553.6
million due to increased sales of the company's branded product,
KADIAN(R),  as well as strong Animal Health sales.

"The sale of Alpharma's generics business created a new,
financially strong platform for growth, which is evident in our
fourth quarter 2005 performance," said Alpharma Vice Chairman,
President, and Chief Executive Officer, Ingrid Wiik.  "KADIAN(R)
prescriptions grew 13% sequentially in the fourth quarter of 2005
versus the prior quarter, and prescription growth was 30% for the
full year 2005.  Animal Health revenues grew 9%, and in our API
business, solid vancomycin volume increases offset the impact of a
price reduction on a major product early in 2005.  Our three
continuing businesses have solid market positions and strong
growth potential.  With our substantially improved financial
condition, we have the resources to invest in products and
technologies to drive further growth and build long-term
shareholder value."

The company generated free cash flow of $28 million in the fourth
quarter of 2005.  The company generated $194 million of free cash
flow for the full year 2005.

At Dec. 31, 2005, the company's cash balance was $800 million and
total debt was $417 million.  In January 2006, the company repaid
all its outstanding debt.  In addition, approximately $60 million
of accrued expenses related to the generics disposition, primarily
tax, are expected to be paid during the remainder of 2006.

                       2006 Outlook

The company expects EPS from continuing operations in 2006 in the
range of $1.25-$1.35.  2006 free cash flow generation from
continuing operations is expected to be $70 million, excluding the
settlement in 2006 of accrued expenses related to the generics
disposition.

The 2006 outlook assumes continued KADIAN(R) prescription growth
and that BP will spend an incremental $15-$20 million to support
clinical trials of the company's abuse-deterrent, extended-release
pain product.  The 2006 BP results will reflect a full year of
expense related to the 2005 sales force expansion, increased sales
force training and promotional expense, and additional
infrastructure to support rapid KADIAN(R) growth.

The 2006 outlook also assumes:

     -- consistent performance from the API and AH businesses,   
        including programs to launch new products in both
        businesses. The API program began in 2005 with the launch
        of Tobramycin and will continue with a planned launch of
        fluticasone in non-regulated markets in the third quarter
        of 2006.  

     -- unallocated expenses and eliminations, which includes
        corporate expenses, at approximately 2005 full year
        levels.  Significant overhead reductions related to the
        generics divestiture are expected to be offset by
        predominantly one-time charges of approximately $12
        million related to the company's discontinuance of its
        performance unit plan, senior management retention
        agreements, and other related costs.  In addition, stock
        option expense related to the implementation of a new
        accounting standard, is expected to be approximately
        $3 million.

Alpharma has recommenced its search for a Chief Executive Officer
to succeed Ms. Wiik, who announced in 2005 that she planned to
retire.  The search had been temporarily suspended due to the
generics disposition process.

                       About Alpharma

Alpharma Inc. (NYSE: ALO) -- http://www.alpharma.com/-- is a  
global generic pharmaceutical company with leadership positions in
products for humans and animals.  Alpharma is presently active in
more than 60 countries. Alpharma is a leading manufacturer of
generic pharmaceutical products in the U.S., offering solid,
liquid and topical pharmaceuticals. It is also one of the largest
suppliers of generic solid dose pharmaceuticals in Europe, with a
presence in Southeast Asia. Alpharma is among the world's leading
producers of several important pharmaceutical-grade bulk
antibiotics and is internationally recognized as a leading
provider of pharmaceutical products for poultry, swine and cattle.
       
                          *  *  *

As reported in the Troubled Company Reporter on Nov, 1, 2005
Moody's Investors Service affirmed the Alpharma's ratings,
including its B2 corporate family rating.  At the same time,
Moody's withdrew the B1 senior secured bank credit facility
ratings of Alpharma Operating Corporation after that $210 million
agreement signed in 2001 was replaced by a new credit agreement,
unrated by Moody's, consisting of a $175 million asset-based loan
and a $35 million term loan.

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
drug maker Alpharma Inc. to stable from negative.  S&P gives the
company a single-B corporate credit rating.  That rating news
followed Alpharma's agreement to sell its troubled global generic
drug business to Iceland-based generic drug maker Actavis Group
for $810 million in cash, Standard & Poor's credit analyst Arthur
Wong explained.  


ALPHARMA INC: Sells ParMed to Cardinal Health for $40 Million
-------------------------------------------------------------
Alpharma Inc. (NYSE:ALO) reached a definitive agreement to sell
ParMed Pharmaceuticals, Inc., its generic pharmaceutical
telemarketing distribution business, to Cardinal Health, Inc
(NYSE:CAH), for $40.1 million in cash.

"The recent sale of Alpharma's generics business created a
stronger, more focused platform for maximizing shareholder value,"
commented Alpharma Vice Chairman, President, and Chief Executive
Officer, Ingrid Wiik.  The sale of the ParMed business further
streamlines and focuses the company around its three continuing
businesses with solid market positions and strong growth
potential. With our expanded financial capabilities, we have the
resources to invest in products and technologies to drive further
growth and build long-term shareholder value."

The sale has been approved by Alpharma's board of directors and is
expected to close in the first quarter of 2006.  ParMed's revenues
for the nine months ended September 30, 2005 were approximately
$53 million.

                        About Alpharma

Alpharma Inc. (NYSE: ALO) -- http://www.alpharma.com/-- is a  
global generic pharmaceutical company with leadership positions in
products for humans and animals.  Alpharma is presently active in
more than 60 countries. Alpharma is a leading manufacturer of
generic pharmaceutical products in the U.S., offering solid,
liquid and topical pharmaceuticals. It is also one of the largest
suppliers of generic solid dose pharmaceuticals in Europe, with a
presence in Southeast Asia. Alpharma is among the world's leading
producers of several important pharmaceutical-grade bulk
antibiotics and is internationally recognized as a leading
provider of pharmaceutical products for poultry, swine and cattle.

                          *  *  *

As reported in the Troubled Company Reporter on Nov, 1, 2005
Moody's Investors Service affirmed the Alpharma's ratings,
including its B2 corporate family rating.  At the same time,
Moody's withdrew the B1 senior secured bank credit facility
ratings of Alpharma Operating Corporation after that $210 million
agreement signed in 2001 was replaced by a new credit agreement,
unrated by Moody's, consisting of a $175 million asset-based loan
and a $35 million term loan.

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
drug maker Alpharma Inc. to stable from negative.  S&P gives the
company a single-B corporate credit rating.  That rating news
followed Alpharma's agreement to sell its troubled global generic
drug business to Iceland-based generic drug maker Actavis Group
for $810 million in cash, Standard & Poor's credit analyst Arthur
Wong explained.  


AMERICAN ITALIAN: Must Comply with Three Key Financial Covenants
----------------------------------------------------------------
As reported in the Troubled Company Reporter, American Italian
Pasta Company (NYSE: PLB) entered into a new $295 million,
five-year senior credit facility with Bank of America.  That
Amended And Restated Credit Agreement dated as of March 13, 2006,
requires the pasta maker to comply with three key financial
covenants:

   (A) American Italian promises that it will not permit the
       ratio of Consolidated EBITDA to Cash Interest Expense
       to be less than:

                                                  Minimum
                                                  Interest
       Testing Period                          Coverage Ratio
       --------------                          --------------
       Third Fiscal Quarter of
       Fiscal Year 2006                          1.55 to 1.0

       Fourth Fiscal Quarter of
       Fiscal Year 2006                          1.55 to 1.0
          
       First Fiscal Quarter of Fiscal
       Year 2007 through Third Fiscal
       Quarter of Fiscal Year 2007               1.60 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2007 through Third Fiscal
       Quarter of Fiscal Year 2008               1.75 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2008 through Third Fiscal
       Quarter of Fiscal Year 2009               1.85 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2009 and thereafter                  2.00 to 1.0

   (B) American Italian covenants that it will not permit the
       ratio of Funded Debt to Consolidated EBITDA to exceed:

                                                  Maximum
       Testing Period                          Leverage Ratio
       --------------                          --------------
       Third Fiscal Quarter of Fiscal
       Year 2006                                 5.50 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2006 through Second Fiscal
       Quarter of Fiscal Year 2007               5.25 to 1.0

       Third Fiscal Quarter of Fiscal
       Year 2007                                 5.00 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2007 through Third Fiscal
       Quarter of Fiscal Year 2008               4.50 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2008 through Third Fiscal
       Quarter of Fiscal Year 2009               4.25 to 1.0

       Fourth Fiscal Quarter of Fiscal
       Year 2009 and thereafter                  3.75 to 1.0

   (C) American Italian agrees not to make or become legally
       obligated to make any capital expenditure, except for
       Consolidated Capital Expenditures in the ordinary course
       of business not exceeding in the aggregate for the
       Company and its Subsidiaries (a) $14,000,000 during
       Fiscal Year 2006; and (b) $12,500,000 during any Fiscal
       Year thereafter.

A full-text copy of the Amended And Restated Credit Agreement
dated as of March 13, 2006, is available at no charge at
http://ResearchArchives.com/t/s?6c3

The new credit facility, comprised of:

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

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

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

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

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

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

     * cash on hand of approximately $5 million.

This new credit agreement waives all defaults under the Company's
previous credit agreement.

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


AMERICAN REPROGRAPHICS: Earns $3 Mil. in Fourth Qtr. Ended Dec. 31
------------------------------------------------------------------
American Reprographics Company (NYSE: ARP) reported its financial
results for the fourth quarter and full year ended Dec. 31, 2005.

Revenue for the fourth quarter of 2005 of $124.7 million compared
to $107.6 million in the fourth quarter of 2004, an increase of
15.9%.

Net income for the fourth quarter of 2005 was $3.0 million.  
Excluding the pre-tax charge incurred from the early
extinguishment of debt of $9.3 million, pro forma net income for
the fourth quarter of 2005 was $8.6 million.  This compares
to pro forma net income for the fourth quarter last year of
$2.6 million.

Revenue for the full year ended Dec. 31, 2005, was $494.2 million,
compared to $443.9 million for 2004.  Net income for 2005 was
$60.5 million including a one-time $27.7 million income tax
benefit due to the Company's reorganization from a limited
liability company to a Delaware corporation in conjunction with
its IPO in February 2005.

Excluding the one-time income tax benefit due to reorganization,
debt refinancing costs, net of tax benefit, and including proforma
incremental tax provision, the Company earned $38 million in 2005.

Net income for 2004, after adjusting for an incremental tax
provision as if the Company had converted to a Delaware
corporation prior to 2004, would have been $20.4 million.  The
Company's gross margin in the fourth quarter of 2005 was 40.2%,
compared to 37.6% for the same period in 2004.

"We are pleased to report solid revenue and earnings growth for
the fourth quarter and full year," S. "Mohan" Chandramohan,
Chairman and CEO of American Reprographics Company said.  "We were
able to capitalize on the tailwind the AEC industry experienced
this year, and carry the momentum into the fourth quarter which is
typically a seasonally slower period for ARC.  

As a result, demand for our large-format reprographic services,
which address the architecture, engineering and construction
industry, remained strong throughout the quarter."

"We continued to diversify our business both geographically and
across our business segments," K. "Suri" Suriyakumar, President
and COO said.  "Every geographic region we track experienced
growth in the fourth quarter.  We also made significant strides in
our on-site services, or 'facilities management,' business, as
well as in digital services -- two areas that are critical for
our future success.  These successes, together with others in
technology development, product licensing, and increases in PEiR
Group membership, position us well for continued growth in 2006."

A full-text copy of American Reprographics Company's financial
statements for the year ended Dec. 31, 2006, is available for free
at http://ResearchArchives.com/t/s?6b8

               About American Reprographics Company

American Reprographics Company is the leading reprographics
company in the United States providing business-to-business
document management services to the architectural, engineering and
construction, or AEC industries.  The Company provides these
services to companies in non-AEC industries, such as technology,
financial services, retail, entertainment, and food and
hospitality, which also require sophisticated document management
services.  American Reprographics Company provides its core
services through its suite of reprographics technology products, a
network of more than 200 locally-branded reprographics service
centers across the U.S., and on-site at their customers'
locations.  The Company's service centers are arranged in a hub
and satellite structure and are digitally connected as a cohesive
network, allowing the provision of services both locally and
nationally to more than 65,000 active customers.

At Dec. 31, 2005, the company balance sheet shows $113,569,000
positive stockholders' equity compared to a $35,009,000 equity
deficit at Dec. 31, 2004.

                          *   *   *

As reported in the Troubled Company Reporter on Dec. 20, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and recovery rating of '2' to American Reprographics Co.
LLC's proposed $157.5 million add-on first lien senior secured
term facility due 2009, reflecting the expectation of a
substantial recovery of principal in the event of a payment
default.  ARC is expected to use the proceeds from the proposed
facility to refinance its existing second lien term loan facility.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on ARC.  Total lease adjusted debt was about
$330 million as of Sept. 30, 2005.  The outlook is positive.


AMERICAN STEAMSHIP: S&P Lowers Counterparty Credit Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on American Steamship
Owners Mutual P&I Assn. Inc. (American Club) to 'B+' from 'BB+'
and placed the ratings on CreditWatch with negative implications.
      
"The downgrade reflects the company's significant deterioration in
operating performance resulting in significant capital losses
reported in 2005," explained Standard & Poor's credit analyst
Kevin Maher.  An increase in losses incurred of $38.8 million
(from prior policy years including normal incurred but not
reported development) reported in 2005 resulted in a loss in
policyholders' surplus of $29.6 million.  American Club's total
adjusted capital of $8.4 million is well below the authorized
control level risk-based capital (RBC) of $27.9 million producing
an NAIC RBC of 30%.
     
Standard & Poor's understands that American Club plans to make an
unscheduled supplementary call to members later in 2006, which
could ultimately improve the NAIC RBC ratio to more than 80%
absent further additional loss development.  American Club has
recently been over reliant on this mechanism and there could be
strain from membership collection from members and timely payment
as the company reviews its membership ranks expecting to eliminate
high loss cost members.  Standard & Poor's believes management has
not taken appropriate measures in the marketplace in the past
to ensure adequate pricing and reserving and loss mitigation at
the time members renew.
     
American Club plans to develop a capital building initiative and
possibly strengthen reserves over the 2006 calendar year for prior
accident years.
      
"The ratings on American Club were placed on CreditWatch negative
due to the weak capital position, uncertainties of regulatory
actions, and the uncertainties about timing and collectibility of
the supplemental call from members," Mr. Maher added.  

The CreditWatch will be resolved pending a meeting with management
to discuss its:

   * capital improvement;

   * membership review plans; and

   * relationship with the other members of the International
     Group of Protection and Indemnity Clubs.  

The rating could be lowered due to:

   * lack of capital improvement to at least double surplus in
     dollar amount by June 2006;

   * evidence of loss of membership;

   * resistance by members to pay the supplemental call; or

   * further loss development for the 2003 accident year.

Standard & Poor's could affirm the rating with a stable outlook
upon reported improved capitalization.
     
Standard & Poor's expects American Club to demonstrate a clear
quick capital improvement plan and provide evidence that there is
satisfaction by regulators with the plan.
     
Although statutory financials show the Club's risk-based
capitalization to be significantly below authorized control
levels, Standard & Poor's believes year-end 2005 GAAP
capitalization will be somewhat higher than statutory surplus
because GAAP accounting allows the full amount of assessments to
be booked in 2005 -- unlike statutory accounting.  The Club is
expected to substantially improve its statutory capitalization by
mid-year 2006, as revenue from the supplemental call becomes
recognized in statutory revenue and as improved operating
performance from higher rates helps to build retained earnings.


AVIALL, INC: Moody's Upgrades B1 Senior Notes Rating to Ba3
-----------------------------------------------------------
Moody's Investors Service raised the ratings Aviall, Inc.,
Corporate Family Rating to Ba2 from Ba3, prompted by a continuing
trend towards improvement in operating results as well as by the
company's recent successful win of a long term distribution
agreement with Smiths Aerospace LLC.  The rating outlook has been
changed to stable from positive.

The ratings upgrade reflects significantly improved credit metrics
that can be ascribed to the company's successful implementation of
investments in relation to parts supplier contracts as well as to
general improvement in the commercial aerospace sector.  Ratings
are still constrained, however, by continued concern about the
volatility in cash flows that results from the periodic
investments in inventories for new contracts to parts suppliers,
inventory-holding risk inherent in the company's business model,
and the concentration of revenues on certain key customers and
contracts.

The stable ratings outlook reflects Moody's expectations for
continued growth while maintaining stable margins over the near
term, as the company benefits from anticipated robust demand
levels for aviation parts in which it will continue to invest.
Despite expected thin free cash flows that will likely ensue
through 2006 owing to expected investments, Smiths Aerospace
inventory in particular, Moody's expects that funds from
operations in the medium to longer term will be strong enough to
cover all anticipated working capital and CAPEX requirements.

Ratings or their outlook may be subject to further upward revision
if, as the result of continued growth and successful integration
of new products investment, free cash were to continuously exceed
15% of total debt over a prolonged period during which the company
makes substantial levels of investments in inventory, or if
leverage were to fall below 2.0 times over this same time frame.  
Conversely, ratings could be subject to downward revision if an
unexpected termination of a key contract were to occur, if
industry conditions were to suddenly deteriorate, or if the
company were to increase debt materially for any purpose,
resulting in leverage of greater than 3.5 times, EBIT/Interest
coverage below 3.0 times, or retained cash flow below 15% of total
debt.

The Ba3 rating on the 7.625% senior unsecured notes due 2011
remains the one notch below the Corporate Family Rating reflecting
the effective subordination in claim of this class of debt behind
the $260 million senior secured revolving credit facility, which
is secured by essentially all assets of the company and is
governed by a borrowing base, as well as potential lack of full
recovery provided to this class of debt in a liquidation scenario.

These ratings have been upgraded:

   * Senior unsecured notes due 2011, to Ba3 from B1

   * Corporate Family Rating to Ba2 from Ba3

Aviall Inc., headquartered in Dallas, Texas, is the largest
independent global provider to the aerospace market of new
aviation parts as well as supply chain management to customers in
the government/military, general aviation/corporate and commercial
aviation sectors.  The company has two subsidiaries: Aviall
Services, which is engaged in parts distribution, and ILS, which
operates a global electronic marketplace.  Aviall had FY 2005
revenue of $1.3 billion.


AVIATION CAPITAL: Fitch Downgrades Class D-1 Notes' Rating to C
---------------------------------------------------------------
Fitch Ratings downgraded Aviation Capital Group (ACG) Trust as
outlined:

   -- Class A-1 notes to 'BBB+' from 'A-'
   -- Class A-2 notes to 'A-' from 'A'
   -- Class B-1 notes to 'BB+' from 'BBB-'
   -- Class C-1 notes to 'B+' from 'BB-'
   -- Class D-1 notes to 'C' from 'B-'

ACG initially suffered hardships felt by virtually all aircraft
operating lessors due to:

   * the events of Sept. 11;
   * worldwide concern over SARS outbreaks; and
   * the Iraqi War.

Due to these and other issues, from 2001 to 2003 average net cash
flows available to repay debt steadily declined.  Though cash
flows net of expenses have stabilized, they have done so at a
level considerably below initial expectations.  Fitch does not
anticipate that cash flow will rebound substantially going forward
and reduced cash flow will continue to stress the transaction
structure.  Fitch's analysis incorporated several factors
including:

   * aircraft age,
   * current portfolio value,
   * potential lease rates, and
   * perceived liquidity of the portfolio.

ACG Trust is a Delaware business trust formed to conduct limited
activities, including the issuance of debt; and the buying,
owning, leasing, and selling of commercial jet aircraft.


AVIS BUDGET: Fitch Expects to Assign BB- Senior Unsecured Rating
----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' Issuer Default Rating and
a 'BB-' senior unsecured debt rating to Avis Budget Rental Car,
LLC (ABC) in connection with Cendant Corp.'s decision to split
itself into four publicly traded companies through share stock
dividends of existing companies.  From a legal perspective, Avis
Budget Group, the ultimate parent company of ABC, will be the
surviving corporate entity of Cendant.  The split is expected to
be completed by October 2006.  Fitch expects the effective spin-
off from Cendant will not result in any significant changes to the
key elements of ABC's existing strategic plan or management.

Fitch expects to rate these with a Stable Outlook:

  ABC:

     -- Issuer Default Rating 'BB'
     
     -- $1.50 billion secured revolving credit facility due 2010
        'BBB-'

     -- $875 million secured term loan due 2011 'BBB-'

     -- $1 billion senior unsecured notes due 2013 and 2015 'BB-'

ABC's rating strengths include:

   * the soundness of the company's dual brand strategy with the
     Avis oriented towards business travelers and the Budget brand     
     targeted towards leisure travel;

   * a leading market position in the worldwide general use car
     rental business;

   * projected profitability and cash flow; and

   * the strong track record of management through various
     economic cycles.

On a combined basis, Avis holds the largest on-airport market
share in the U.S., at over 32% based on most recent data.

Rating concerns center on:

   * the cyclicality and seasonality of the car and truck
     rental businesses;

   * significant reliance on General Motors and Ford for vehicle
     supply;

   * ABC's ability to pass on higher prices for new vehicle
     supply;

   * execution and pace of growth in the off-airport network; and

   * a significantly leveraged balance sheet that also is
     projected to reflect goodwill and intangibles equal to book
     equity.

In terms of the specific debt facilities, Fitch notched upward or
downward from ABC's IDR based on the collateral and cash flow
available to support each facility.  In Fitch's view, ABC's low
level of unencumbered assets results in the senior unsecured debt
being notched down from the IDR.

Based in Parsippany, New Jersey, ABC is the one of the largest
general use car rental companies in the world.  ABC consists of
two of the most recognized brands in the rental car industry:

   * Avis, and
   * Budget.  

Avis is a leading supplier to the premium travel segment and
Budget is considered a top value brand in the leisure segment.  
For 2005, ABC maintained an average fleet of 372,000 vehicles.
Approximately 84% and 80% of the domestic Avis and Budget car
rental revenues, respectively, were derived from airport
locations in 2005


BEAR STEARNS: DBRS Places $4.4 Mil. NIM Notes Rating at BB(high)
----------------------------------------------------------------
Dominion Bond Rating Service assigned these new ratings to the
Bear Stearns Structured Products Inc., NIM Trust 2006-10, Series
2006-10 issued by Bear Stearns Structured Products Inc., NIM Trust
2006-10:

    Bear Stearns Structured Products Inc. NIM Trust 2006-10

         * $10.3 million, NIM Notes A-1, Series 2006-10
           -- A (low)

         * $4.3 million, NIM Notes A-2, Series 2006-10
           -- BBB (low)

         * $4.4 million, NIM Notes A-3, Series 2006-10
           -- BB (high)

The NIM Notes are backed by a 100% interest in the Class E
Certificates issued by SACO I Trust 2006-1.  The Underlying Class
E Certificates will be entitled to all excess interest derived
from the home equity line of credit mortgage loans in the
Underlying Trust.

Payments on the NIM Notes will be made on the 25th of each month
commencing in March 2006.  Interest and then principal will be
paid sequentially to the Class A-1, Class A-2, and Class A-3 note
holders until the principal balance of each such class has been
reduced to zero.  Any remaining amounts will be paid in full to
the holders of the Class C Notes issued by the NIM Trust.

The mortgage loans in the Underlying Trust were originated
primarily by MortgageIT, Inc., Metrocities Mortgage, LLC, and
SouthStar Funding, LLC along with Opteum Financial Services, LLC.
All the mortgages are first and second lien revolving HELOC loans
with a ten-year draw period.  During the draw period, only
interest payments are expected, followed by a 15-year amortizing
repayment period.  The weighted average FICO score is 722 and the
weighted average combined loan-to-value ratio is 93.21%.


BIRCH TELECOM: Wants Until April 24 to File Chapter 11 Plan
-----------------------------------------------------------
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
in which they have the exclusive right to file a plan of
reorganization to Apr. 24, 2006.  The Debtors also want the Court
to extend their exclusive period to solicit acceptances from
creditors to June 23, 2006.

The Debtors make it clear that these requested extensions of the
exclusive periods will be without prejudice to:

   (1) the Debtors' right to seek further extensions of their
       Exclusive Periods; and

   (2) the right of any party-in-interest to seek the reduction of
       the Debtors' Exclusive Periods for cause.

The Debtors say the extensions are warranted because:

   (1) their bankruptcy cases are complex;

   (2) three substantial issues remain unresolved:

       -- completion of the solicitation process,

       -- approval of settlement agreement with SBC, BellSouth and
          other key parties, and

       -- ongoing review and analysis of approximately 1,914
          proofs of claim; and

   (3) it will facilitate conclusion of the solicitation process
       and confirmation of the Plan without prejudice to any
       party-in-interest.

Objections, if any, must be submitted by 4:00 p.m. tomorrow,
Mar. 23, 2006.  The Court will convene a hearing at 11:30 a.m. on
Mar. 30, 2006, to consider the Debtors' request.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc., and
its subsidiaries -- http://www.birch.com/-- own and operate an      
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  Mark S. Chehi, Esq., at  
Skadden, Arps, Slate, Meagher & Flom LLP, represents Birch and its  
debtor-affiliates in its second chapter 11 restructuring since  
2002.  Robert P. Simons, Esq., and Kurt F. Gwynne, Esq., at Reed  
Smith LLP, provide the Official Committee of Unsecured Creditors  
with legal advice and Chanin Capital Partners LLC provides the  
Committee with financial advisory services.  When the Debtors  
filed for protection from their creditors, they estimated more  
than $100 million in assets and debts.


BOYDS COLLECTION: Hires McNees Wallace as IP and Corporate Counsel
------------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for authority to
employ McNees Wallace and Nurick, LLC, as special intellectual
property and corporate counsel, nunc pro tunc to Jan. 1, 2006.

The Debtors selected McNees Wallace because of the firm's
considerable experience and familiarity with their business
affairs.  Since 1994, the Debtors attest, the firm has provided
them with intellectual property and general corporate legal
services including, but not limited to trademark and copyright
matters and various contract issues.

Presently, the Debtors expect McNees Wallace to advise them and
their board of directors on:

   a) intellectual property matters;
   b) litigation that may arise from intellectual property
      matters; and
   c) incidental, non-bankruptcy related corporate matters.

The Debtors clarify with the Court that McNees Wallace will not
serve as their bankruptcy and reorganization counsel, rather, the
firm's services will be complementary to the services of their
bankruptcy and reorganization co-counsels Kirkland & Ellis LLP and
Orrick, Herrington & Sutcliffe, LLP.

McNees Wallace's attorneys charge hourly fee rates ranging from
$175 to $325.

McNees Wallace received $54,588 from the Debtors for professional
services performed and expenses incurred in the ordinary course of
business one-year prior to the Debtors' bankruptcy filing.  The
firm however waived $6,027 in postpetition fees for services
performed prior to Jan. 1, 2006, for the current engagement.

McNees Wallace has also filed a proof of claim for $10,618
prepetition debt in the Debtor's Chapter 11 case.  

To the best of the Debtors' knowledge, except for its prepetition
claim, McNees Wallace does not represent or hold any interest
adverse to the Debtors or their estates with respect to the
matters on which McNees Wallace is proposed to be retained.

The Debtors believe that McNees Wallace is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and     
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.


CABLEVISION SYSTEMS: Fitch Puts CCC+ Rating on Sr. Unsecured Debts
------------------------------------------------------------------
Fitch Ratings assigned a 'BB' rating and a Recovery Rating of
'RR1' to the $2.4 billion senior secured bank facility entered
into by CSC Holdings, Inc.  CSC is a wholly owned subsidiary of
Cablevision Systems Corporation.

In addition, Fitch has assigned a 'B+' Issuer Default Rating to
Cablevision and has assigned a 'CCC+' issue rating and a 'RR6'
recovery rating to Cablevision's senior unsecured debt.  CSC's
IDR is affirmed at 'B+', while the Rating Outlook for all CSC and
Cablevision ratings remains Negative.

Approximately $1.3 billion of the $1.4 billion of proceeds CSC
received from the term loans included in the bank facility was
utilized to refinance outstanding borrowings under CSC's bank
facility that was set to mature on June 30, 2006.

Fitch notes that the new bank facility includes a provision to
permit $3.1 billion of additional secured bank debt.  Proceeds
from the incremental bank debt are expected to be used to fund a
$3 billion special dividend.  CSC's IDR as well as the various
issue ratings assigned to CSC's debt and the corresponding
Recovery Ratings reflect the high probability that a special
dividend will be declared by Cablevision's board of directors.

Fitch's ratings continue to reflect the expectation that CSC will
fund a debt-financed $3 billion special dividend as well as the
elevated leverage profile following the dividend.  From Fitch's
perspective, the increased leverage will constrain the company's
financial flexibility and diminish its ability to generate free
cash flow.  Fitch estimates that pro forma for the financing
related to the special dividend, CSC's leverage as of the end of
2005 would increase to approximately 7.2x from 5.3x, and leverage
within the company's restricted group will increase to
approximately 6.3x from 4.1x at the end of 2005.

Fitch's ratings and Negative Rating Outlook reflect Fitch's
ongoing concern related to the company's financial policy and the
potential for the company to continue to place greater priority on
returning capital to shareholders at the expense of bond holders,
as well as the ongoing possibility that company management will
use distributions from the restricted group to fund other
investments.  Factors that would contribute to a Stable Rating
Outlook for CSC include an evaluation of the company's commitment
to improving and maintaining a stable credit profile as well as
the continuation of the company's positive subscriber and
operational trends.

Fitch's ratings also incorporate the increasing business risk
stemming from the persistent competition for subscribers from the
DBS operators as well as Fitch's expectation that Verizon's entry
into video services will heighten the competitive pressures within
CSC's markets.  While Fitch believes CSC's triple play service
offering strengthens the company's competitive position, Fitch
expects that the increased competition can potentially lead to
operating margin pressure driven by increased subscriber churn and
elevated subscriber acquisition and retention spending.  However
Fitch believes that the company has a strong competitive position
to address the increased competition as CSC continues to gain
operating scale within its cable telephony and advanced digital
video products.  Fitch expects that the continued diversification
of the company's revenue generating units will increase ARPU and
drive EBITDA growth during 2006.  In Fitch's opinion, free cash
flow generation from the cable operations during 2006 will be
further pressured by increasing success based capital
expenditures.

Fitch believes that CSC's liquidity position is stable and is
supported by available borrowings from the $1.0 billion revolver
included in the new bank facility.  A modest maturity profile
through 2008 adds flexibility to the company's liquidity position.

Fitch affirmed these CSC ratings:

  -- Issuer Default Rating at 'B+'
  -- Senior secured bank facility at 'BB/RR1'
  -- Senior unsecured debt at 'BB-/RR3'
  -- Senior subordinated debt at 'B/RR5'


CABLEVISION SYSTEMS: Moody's Holds B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$3.5 billion senior secured term loan of CSC Holdings, Inc., a
wholly owned subsidiary of Cablevision Systems Corporation.
Moody's expects Cablevision to use proceeds of the proposed loan
to fund a $3 billion shareholder dividend and to repay the $400
million Term Loan A-2 issued in February, resulting in a net
increase in debt of slightly over $3 billion and an increase in
leverage of over 2 times.  Moody's also lowered the SGL rating to
SGL-2 from SGL-1 to reflect the higher debt service, and affirmed
all other ratings and the stable outlook.  Moody's plans to
withdraw the Ba3 rating assigned to the Term Loan A-2 following
its repayment.

Cablevision's B1 corporate family rating, affirmed February 22,
incorporated the high likelihood of the proposed transaction.
Ratings continue to reflect high financial risk and heightened
competitive pressure from Verizon and direct broadcast satellite
providers, offset by strong cash flow margins, the prospect of
cash flow growth from increased penetration of advanced services,
and high loan-to-value coverage.  

Summary of ratings:

      CSC Holdings, Inc.

      * Assigned Ba3 to Senior Secured Bank Credit Facility

      Cablevision Systems Corporation

      * Speculative Grade Liquidity Rating, Downgraded to
        SGL-2 from SGL-1

      * Affirmed B1 Corporate Family Rating

Outlook: Stable

Ratings for Cablevision reflect high financial leverage of 7.8
times, only modest coverage of interest after capital
expenditures, and heightened competitive pressure from Verizon and
DBS providers.  Moody's considers Cablevision well positioned to
respond to these competitive threats due to its demonstrated
ability to offer a bundle of video, data and voice services, but
the related increase in marketing and retention spending could
erode margins, particularly if there is an unexpected increase in
basic subscriber churn.  Cablevision's ratings benefit from the
core cable operations' continued strong cash flow margins; the
prospect of cash flow growth as penetration of Internet and voice
products increases; and strong asset value associated with
Cablevision's technologically upgraded network and well clustered
subscriber base, which provides good coverage of outstanding
obligations.

Financial risk includes leverage of 7.8 times debt-to-EBITDA, as
well as modest coverage of interest and fixed charges. Cablevision
also faces considerable competitive challenge.  Its high speed
data currently competes with Verizon's offerings, and Moody's
believes Verizon's eventual video offering will create further
competition.  The high density and affluent customer base of
Cablevision's footprint makes it a Verizon target, in Moody's
view; although Cablevision currently benefits from these
demographics, the prospect of intensified competition could limit
its pricing power and reduce growth opportunities. Notwithstanding
this risk, Moody's considers Cablevision less vulnerable than
other incumbent cable operators due to its demonstrated success
with its triple play offering.

Continued strong cash flow margins, albeit somewhat weakened by
high corporate expenses, support the ratings.  Cablevision's high
penetration of advanced services and attractive system economics
contribute to high revenue and EBITDA per homes passed; it leads
both investment grade and high yield peers in these metrics.
Moody's also anticipates continued cash flow growth as Cablevision
drives increased penetration of its voice, high speed data, and
advanced video services.  Growth from the small and medium
business segment provides potential additional upside. Finally,
the high asset value associated with Cablevision's upgraded
network and well clustered subscriber base, as well as its parent
company's ancillary assets including the Rainbow National
Services, LLC core programming channels and Madison Square Garden,
provides good coverage of outstanding obligations.

Cablevision's stable outlook incorporates some de-leveraging over
time driven by cash flow growth and improved coverage of interest
expense and capital expenditures, as well as sustained values for
cable assets.  Moody's would consider a positive outlook or
upgrade if leverage fell below 6 times and was expected to remain
there.  Distributions from the Restricted Group to shareholders
beyond the proposed $3 billion dividend or to other Cablevision
entities could pressure the ratings down.  From a business
perspective, evidence of penetration by a successful video product
from Verizon could also have negative ratings implications.

In analyzing Cablevision for these ratings, Moody's focuses on
debt of its Restricted Group, which consists of approximately $4.5
billion of bank debt, $4.2 billion of senior unsecured notes and
$250 million of senior subordinated notes, as well as the $1.5
billion of bonds at the CVC parent company.  Cash flow generated
from the consumer and business cable assets, less corporate
expenses, services this debt.  Pro forma for the transaction,
cable operations debt is approximately 7.8 times EBITDA.  Fixed
charge coverage is relatively thin in the low 1 times range.  The
B1 corporate family rating also incorporates the company's high
risk tolerance, offset somewhat by Moody's expectations for a
decline in leverage to the mid 6 times range by year end 2006,
driven by continued cash flow growth.

The Ba3 rating on the secured credit facilities of CSC
incorporates the benefits of the credit agreement and security
package.  Pro forma for the transaction, the $4.5 billion of bank
debt comprises about 40% of total debt, warranting the rating one
notch above the corporate family rating.  Although term loan B
lenders lack the financial covenant protection granted to term
loan A and revolving credit facility lenders, Moody's considers
the Ba3 rating on the term loan B appropriate due to the high
asset value and sizeable junior debt cushion.  The B2 rating on
the approximately $4.2 billion of CSC senior unsecured notes
reflects structural subordination to the senior secured credit
facilities.  These bondholders benefit, however, from the junior
capital provided by the contractually subordinated $250 million of
B3 rated senior subordinated notes at CSC and the $1.5 billion
notes at the Cablevision Systems Corporation parent holding
company, also rated B3.

Headquartered in Bethpage, New York, Cablevision Systems is a
domestic cable multiple system operator serving approximately 3
million subscribers in and around the metropolitan New York area.
Its corporate family rating is B1 and the outlook is stable.


CBRL GROUP: $800MM Stock Purchase Plan Cues Moody's Ba1 Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded CBRL Group, Inc.'s senior
unsecured rating to Ba1 and placed the rating under review for
possible downgrade following the company's announcement to buy
back up to $800 million in common stock and divest Logan's
Roadhouse.  As part of the announcement, the company indicated it
had committed financing for up to $1.25 billion from Wachovia
Securities to help finance the repurchase.  At the same time,
Moody's assigned a Ba1 Corporate Family Rating.

The rating downgrade reflects Moody's view that CBRL's financial
policy and expected metrics are no longer reflective of an
investment-grade credit rating.  As of Jan. 27, 2006, CBRL had
approximately $21 million in cash, $209 million of balance sheet
debt and approximately $687 million of debt when including
operating leases, resulting in a latest twelve months debt-to-
EBITDA of roughly 2.2x.

Moody's notes that based on the figures from the company's
announcement, pro forma debt-to-EBITDA could exceed 5x.  As a
result, the review encompasses the possibility that following a
comprehensive review of the proposed transactions, the current Ba1
rating could be downgraded by more than one notch.  

More specifically, Moody's noted that the review, among other
things, will focus on CBRL's:

   1) ongoing capital structure once financing is put into place
      following the $800 million in share repurchases and sale of
      Logan's;

   2) plans on how to apply the Logan's proceeds;

   3) ability to revitalize revenue growth and margin improvement
      at its Cracker Barrel Old Country Stores concept;

   4) plans to improve free cash flow generation in support of
      the substantially higher debt load; and

   5) growth strategy as it competes in the mature family dining
      category of the restaurant industry.

Rating downgraded and placed under review for possible downgrade:

      * CBRL Group, Inc. -- Senior unsecured Liquid Yield
        Option Notes at Ba1, guaranteed by operating
        subsidiaries

Rating assigned and placed under review for possible downgrade:

      * CBRL Group, Inc. - Corporate family rating of Ba1

CBRL Group, Inc., headquartered in Lebanon, Tennessee, is the
holding company for two primary restaurant operating entities,
Cracker Barrel Old Country Stores and Logan's Roadhouse.  Cracker
Barrel operates in the family dining segment of the industry and
comprises approximately 85% of consolidated revenues while Logan's
is a casual dining chain that represents about 15% of total
revenues.


CHAMPION ENT: Moody's Lifts $89MM Sr. Note Rating to B2 from B3
---------------------------------------------------------------
Moody's Investors Service upgraded Champion's 2009 senior notes to
B2 from B3 and affirmed the company's other debt ratings including
the company's $300 million credit facilities and corporate family
rating at B1.  The affirmation of the ratings reflects the
company's strong sales growth, margin improvement, and
expectations for continued strong operating performance.  The
affirmation considers the challenges related to Champion's planned
acquisition of Calsafe Group and its operating subsidiary
Caledonian Building Systems -- a United Kingdom manufacturer. The
company's ratings outlook remains positive.

Issuer: Champion Enterprises, Inc.

      Upgraded:

      * $89 million 7.625% senior notes, due 2009,
        upgraded to B2 from B3.

      Affirmed:

      * Corporate Family Rating, rated B1;

      * $400 million multiple seniority shelf registration,
        rated (P)B3/(P)Caa1/(P)Caa2;

      * Speculative Grade Liquidity Rating, rated SGL-2.

Issuer: Champion Home Builders Co.

      Affirmed:

      * $200 million senior secured term loan facility,
        due 2012, rated B1;

      * $40 million senior secured revolving credit facility,
        due 2010, rated B1;

      * $60 million senior secured synthetic letter-of-credit  
        back-up facility, due 2012, rated B1.

The ratings outlook remains positive.

Moody's upgrade of Champion's 2009 senior notes reflects the
notes' pari passu status to the senior credit facility based on a
negative pledge that took effect when the company refinanced its
credit facility at the end of 2005.  Although the notes rank pari
passu with the senior credit facilities, the notes are notched
down to reflect their structural subordination.  At the end of
2005, Champion completed the process through which it retired its
2007 notes that were previously senior to the 2009 notes.

The ratings affirmation considers the acquisition of Caledonian, a
leading steel-framed modular manufacturer that sells exclusively
in the UK.  The acquisition does create some concern as there are
seemingly no economies of scale to be gained between the US and
the new UK operations at the outset.  The company has upsized its
term loan to $200 million from $100 million to finance the
acquisition of Caledonian Building Systems for approximately $109
million.  The acquisition should reduce the company's revenue
concentration in the volatile HUD-code segment and increase
exposure in the modular building segment.  In addition, by
acquiring a UK based company, Champion will reduce its reliance on
North American economic conditions.  Caledonian Building Systems
is expected to represent approximately 11% of the company's
revenues.

Moody's affirmation of Champion's debt ratings reflects the
company's strong operating performance.  The company is enjoying
gross margins upwards of 16.5% as a result of an improvement in
the company's product mix, liquidation of its retail outlets, and
a reasonably strong ability to pass on higher raw material costs.
For the fourth quarter of 2005, Champion's revenues increased by
44%, due in part to the FEMA orders and its New Era acquisition.
Excluding these orders, revenues were up 26% on flat unit volumes.  
Champion's manufacturing backlog stood at a year-end record of
$147 million. The company has also seen an improvement in its
capacity utilization to 75% vs. last year's 66%.

The ratings remain constrained due to concerns surrounding the
company's acquisition strategy and the history of the industry.
The industry's history includes a partial collapse in the late
1990's due to high inventory at a time when foreclosures
skyrocketed and financing became strained.  A rising interest rate
environment and its impact on demand for Champion's products
remains a concern in part because loans on the company's HUD-code
homes are usually at least 150 basis points higher than for
traditional homes and the loans are typically for shorter periods
of time.  These factors mostly offset the competitive advantage of
a lower priced product.  The ratings are also constrained by
contingent liabilities.  The company often has agreements with
lenders that require it to repurchase the homes from lenders in
certain situations.  The related contingent liabilities totaled
$260 million at year end 2005.  The losses incurred on homes
repurchased in 2005 totaled only $300 thousand dollars.  Moody's
notes that the company neither provides financing for sales to
independent retailers nor do retailers have the right to return
homes purchased from the company.

Moody's has also affirmed the company's SGL-2 rating.  The
affirmation reflects the company's good liquidity as evidenced by
strong free cash flow generation, considerable expected revolver
availability, and ample cushion under the covenants.  The company
has access to a $40 million revolving credit facility that is
expected to remain mostly undrawn and a $60 million back up
letters of credit facility that backs approximately $59 million
issued letters of credit.  The covenants on the credit facilities
include a maximum total debt ratio set at 4 times with step-down
provisions to 2.75 times and minimum interest coverage covenant
set at 3 times.  Moody's projects the company's total debt ratio
for FYE 2006 to be approximately 2.3 times with the covenant at
3.5 times and interest coverage to be just over 5.5 times with the
covenant at 3 times.  The SGL-2 rating is negatively impacted by
significant seasonal working capital swings and limited sources of
alternative liquidity.

The ratings or outlook may improve if the company is able to enjoy
free cash flow to debt upwards of 13% on an ongoing basis and if
Moody's were to become more comfortable with the pace and impact
of future acquisitions.  An improvement in the company's plant
utilization rate would also be deemed a positive.  The ratings may
decline if the outlook for free cash flow to debt were expected to
decline to below 8% on a sustainable basis.  A meaningful debt
financed acquisition could also result in adverse ratings action.  
An increase in inventory levels, trends suggesting higher industry
wide foreclosures, or a tightening of credit to the company's
customer base could pressure the rating or outlook.

Headquartered in Auburn Hills, Michigan, Champion Enterprises,
Inc., is the manufactured housing industry's leading producer,
with 2005 revenues of $1.3 billion.


CHC HELICOPTER: Reports Strong Performance in Third Quarter
-----------------------------------------------------------
CHC Helicopter Corporation reported unaudited financial results
for the three and nine months ended Jan. 31, 2006.

CHC's posted strong performance in the third quarter, with
increased flight hours and revenue in all operating segments
excluding the negative impact of foreign exchange.  Segment
EBITDAR also increased in all segments, despite increased
expenditures related to future business activity, growth and
restructuring costs and savings.

Revenue increased CND34.5 million or 14% compared to the third
quarter of last year, excluding the impact of foreign exchange.  
All operating segments reported increases in revenue.

The Company disclosed CND27.7 million of operating income for the
third quarter, an increase of CND2.1 million from the same period
last year.  Net earnings from continuing operations for the third
quarter were CND24 million, an increase of CND8.8 million from the
third quarter of last year.

Subsequent to the quarter ended Jan 31, 2006, CHC reported that
its European Operations segment has been named, by the Irish
Department of Transport, the 'preferred bidder' to continue to
provide commercial search and rescue helicopter services from four
bases in Ireland commencing July 1, 2007.

The Company has been awarded a contract renewal from Tullow Oil
for the provision of one dedicated AgustaWestland AW139 helicopter
from its base in North Denes, England, commencing in July 2006 for
a minimum of three years.

In addition, the Company has agreed to terms for an operating
lease facility with a major European bank to finance U.S. $150
million of helicopters over the next 12 months. This is in
addition to the U.S. $90 million facility with another major
European bank announced earlier this year.  In addition to new
aircraft deliveries, the Company has identified aircraft that it
currently owns that will be leased under these facilities, which
will result in significant net cash inflows for the Company in the
fourth quarter of fiscal 2006 and in fiscal 2007.

                    About CHC Helicopter

CHC Helicopter Corporation -- http://www.chc.ca/-- is the world's  
largest provider of helicopter services to the global offshore oil
and gas industry, with aircraft operating in more than 30
countries worldwide.

                       *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2005,
Moody's Investors Service assigned a B2 rating to CHC Helicopter
Corporation's proposed USCND100 million senior subordinated note
add-on to the existing 7.375% senior subordinated notes issue
while affirming the Ba3 senior implied rating.  Moody's changed
the outlook to stable from positive to accommodate the company's
growth leverage back to historical levels and that is considered
full for the Ba3 senior implied rating and no longer supportive of
a positive outlook.  Moody's noted that the increased debt beyond
what was utilized for the strategic Schreiner acquisition has
funded the company's aircraft fleet expansion and growth of its
repair and overhaul business.


CONSUMERS TRUST: Committee Retains Davis Graber as Accountants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Consumers
Trust sought and obtained approval from the U.S. Bankruptcy Court
for the Southern District of New York to retain Davis, Graber,
Plotzker & Ward, LLP, as its accountants and financial
consultants.

The Committee recognized that David Rubin and Henry Lan, the
Receivers, who are managing the Debtors are the English equivalent
of forensic accountants.  The Receivers have undertaken a forensic
analysis of the Debtors' business and financial affairs in
England.

The Committee believes that Davis Graber's retention is necessary
to provide advisory and consultation services with respect to
whether the Receivers' forensic investigation of the estate is
being properly conducted.

Andrew W. Plotzker, a Davis Graber member, discloses the Firm's
professionals bill:

        Professional              Hourly Rate
        ------------              -----------
        Partners                  $300 - $395
        Managers                  $200 - $295
        Staff Accountants         $130 - $195
        Paraprofessionals          $75 - $125

To the best of the Committee's knowledge, Davis Graber does not
hold or represent any interest adverse to the Debtor's estate and
is a "disinterest person" as that term is defined in Section
101(15) and 327 of the Bankruptcy Code.

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


CSC HOLDINGS: Moody's Puts Ba3 Rating on Proposed $3.5 Bil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$3.5 billion senior secured term loan of CSC Holdings, Inc., a
wholly owned subsidiary of Cablevision Systems Corporation.
Moody's expects Cablevision to use proceeds of the proposed loan
to fund a $3 billion shareholder dividend and to repay the $400
million Term Loan A-2 issued in February, resulting in a net
increase in debt of slightly over $3 billion and an increase in
leverage of over 2 times.  Moody's also lowered the SGL rating to
SGL-2 from SGL-1 to reflect the higher debt service, and affirmed
all other ratings and the stable outlook.  Moody's plans to
withdraw the Ba3 rating assigned to the Term Loan A-2 following
its repayment.

Cablevision's B1 corporate family rating, affirmed February 22,
incorporated the high likelihood of the proposed transaction.
Ratings continue to reflect high financial risk and heightened
competitive pressure from Verizon and direct broadcast satellite
providers, offset by strong cash flow margins, the prospect of
cash flow growth from increased penetration of advanced services,
and high loan-to-value coverage.  

Summary of ratings:

      CSC Holdings, Inc.

      * Assigned Ba3 to Senior Secured Bank Credit Facility

      Cablevision Systems Corporation

      * Speculative Grade Liquidity Rating, Downgraded to
        SGL-2 from SGL-1

      * Affirmed B1 Corporate Family Rating

Outlook: Stable

Ratings for Cablevision reflect high financial leverage of 7.8
times, only modest coverage of interest after capital
expenditures, and heightened competitive pressure from Verizon and
DBS providers.  Moody's considers Cablevision well positioned to
respond to these competitive threats due to its demonstrated
ability to offer a bundle of video, data and voice services, but
the related increase in marketing and retention spending could
erode margins, particularly if there is an unexpected increase in
basic subscriber churn.  Cablevision's ratings benefit from the
core cable operations' continued strong cash flow margins; the
prospect of cash flow growth as penetration of Internet and voice
products increases; and strong asset value associated with
Cablevision's technologically upgraded network and well clustered
subscriber base, which provides good coverage of outstanding
obligations.

Financial risk includes leverage of 7.8 times debt-to-EBITDA, as
well as modest coverage of interest and fixed charges. Cablevision
also faces considerable competitive challenge.  Its high speed
data currently competes with Verizon's offerings, and Moody's
believes Verizon's eventual video offering will create further
competition.  The high density and affluent customer base of
Cablevision's footprint makes it a Verizon target, in Moody's
view; although Cablevision currently benefits from these
demographics, the prospect of intensified competition could limit
its pricing power and reduce growth opportunities. Notwithstanding
this risk, Moody's considers Cablevision less vulnerable than
other incumbent cable operators due to its demonstrated success
with its triple play offering.

Continued strong cash flow margins, albeit somewhat weakened by
high corporate expenses, support the ratings.  Cablevision's high
penetration of advanced services and attractive system economics
contribute to high revenue and EBITDA per homes passed; it leads
both investment grade and high yield peers in these metrics.
Moody's also anticipates continued cash flow growth as Cablevision
drives increased penetration of its voice, high speed data, and
advanced video services.  Growth from the small and medium
business segment provides potential additional upside. Finally,
the high asset value associated with Cablevision's upgraded
network and well clustered subscriber base, as well as its parent
company's ancillary assets including the Rainbow National
Services, LLC core programming channels and Madison Square Garden,
provides good coverage of outstanding obligations.

Cablevision's stable outlook incorporates some de-leveraging over
time driven by cash flow growth and improved coverage of interest
expense and capital expenditures, as well as sustained values for
cable assets.  Moody's would consider a positive outlook or
upgrade if leverage fell below 6 times and was expected to remain
there.  Distributions from the Restricted Group to shareholders
beyond the proposed $3 billion dividend or to other Cablevision
entities could pressure the ratings down.  From a business
perspective, evidence of penetration by a successful video product
from Verizon could also have negative ratings implications.

In analyzing Cablevision for these ratings, Moody's focuses on
debt of its Restricted Group, which consists of approximately $4.5
billion of bank debt, $4.2 billion of senior unsecured notes and
$250 million of senior subordinated notes, as well as the $1.5
billion of bonds at the CVC parent company.  Cash flow generated
from the consumer and business cable assets, less corporate
expenses, services this debt.  Pro forma for the transaction,
cable operations debt is approximately 7.8 times EBITDA.  Fixed
charge coverage is relatively thin in the low 1 times range.  The
B1 corporate family rating also incorporates the company's high
risk tolerance, offset somewhat by Moody's expectations for a
decline in leverage to the mid 6 times range by year end 2006,
driven by continued cash flow growth.

The Ba3 rating on the secured credit facilities of CSC
incorporates the benefits of the credit agreement and security
package.  Pro forma for the transaction, the $4.5 billion of bank
debt comprises about 40% of total debt, warranting the rating one
notch above the corporate family rating.  Although term loan B
lenders lack the financial covenant protection granted to term
loan A and revolving credit facility lenders, Moody's considers
the Ba3 rating on the term loan B appropriate due to the high
asset value and sizeable junior debt cushion.  The B2 rating on
the approximately $4.2 billion of CSC senior unsecured notes
reflects structural subordination to the senior secured credit
facilities.  These bondholders benefit, however, from the junior
capital provided by the contractually subordinated $250 million of
B3 rated senior subordinated notes at CSC and the $1.5 billion
notes at the Cablevision Systems Corporation parent holding
company, also rated B3.

Headquartered in Bethpage, New York, Cablevision Systems is a
domestic cable multiple system operator serving approximately 3
million subscribers in and around the metropolitan New York area.
Its corporate family rating is B1 and the outlook is stable.


DANA CORP: Stock & Debt Trading Restricted to Preserve NOLs
-----------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
permission on an interim basis from the U.S. Bankruptcy Court for
the Southern District of New York, to establish notification and
hearing procedures that must be satisfied before certain transfers
of claims against them, and equity securities in Dana Corp., are
deemed effective.

Due to past losses from the operation of their businesses, as of
December 31, 2005, the Debtors have accrued net operating losses
of approximately $917,000,000, which amounts could be higher when
they emerge from bankruptcy.

According to Corinne Ball, Esq., at Jones Day, in New York, the
NOLs are valuable tax attributes, which could translate into
future reductions of the Debtors' tax liabilities of as much as
approximately $321,000,000 based on a corporate federal income
tax rate of 35%.

However, if left unrestricted, trading of claims against the
Debtors and equity securities in Dana could limit severely the
Debtors' ability to use the NOLs and could have significant
negative consequences for the Debtors, their estates and their
reorganization.  

Specifically, trading of claims and equity securities could
adversely affect the Debtors' NOLs if:

   (a) too many 5% or greater blocks of equity securities in
       Dana are created, or too many shares are added to or sold
       from the blocks, triggering an ownership change within the
       meaning of Section 382 of the Internal Revenue Code of
       1986, as amended, prior to consummation, and outside the
       context, of a confirmed Chapter 11 plan; or

   (b) the beneficial ownership of claims against the Debtors
       that currently are held by "Qualified Creditors" is
       transferred, prior to consummation of a reorganization
       plan, such that:

        (i) those claims would be converted under the plan into a
            5% or greater block of the stock of the reorganized
            Debtors; and

       (ii) the sum of all the 5% or greater blocks and the
            blocks of stock of the reorganized Debtors held by
            all other nonqualified creditors would represent 50%
            or more of the stock.

Thus, to preserve to the fullest extent possible the flexibility
to craft a plan of reorganization that maximizes the use of their
NOLs, the Debtors believe that they need to closely monitor and
limit certain transfers of claims and equity securities to
preserve their NOLs.

Ms. Ball notes that the Court have granted similar relief to
debtors in other Chapter 11 cases, including Calpine Corp., Delta
Air Lines, Inc., Northwest Airlines Corp., and Enron Corp.

                Trading in Equity Securities

Under the Trading Procedures, any Substantial Equityholder is
required to promptly inform the Debtors and the Court of their
ownership of equity securities.

A Substantial Equityholder is defined as any person or entity
that beneficially owns at least 6,843,978 shares, representing
approximately 4.5% of the 152,088,404 issued and outstanding
shares, of the common stock of Dana.

Prior to any acquisition or disposition of equity securities, a
party will be required to file with the Court and serve the
Debtors a notice a notice of the proposed transaction.

The Debtors have 30 days after receipt of notice to object to any
proposed transfer of equity securities.  Absent any objections,
the party may proceed with the transaction.

                      Trading in Claims

Any Substantial Claimholder is required to promptly inform the
Debtors and the Court of their ownership of equity securities.

A Substantial Claimholder is defined as any individual or entity
that beneficially owns:

   (1) an aggregate principal amount of claims against the
       Debtors equal to or exceeding $101,250,000, which
       represents a preliminary estimate of 4.5% of the Debtors'
       general unsecured claims that may receive equity under a
       plan of reorganization; or

   (2) a lease or leases under which one or more of the Debtors
       are lessees and pursuant to which payments of $101,250,000
       or more, in the aggregate, are or will become due.

At least 15 calendar days prior to any transfer of claims, a
party will be required to file with the Court and serve the
Debtors a notice a notice of the proposed transaction.

Any person or entity that elects to be bound by the terms of an
Election Notice may freely trade and make a market in claims
without having to provide a Claim Acquisition Notice and a Notice
of Substantial Claimholder Status.

In the event that the Debtors deliver a Sell Down Notice, an
Electing Claimholder must, prior to the effective date of a plan
of reorganization, sell or transfer all or a portion of its
beneficial interest in excess of (i) the amount of claims owned
by the Electing Claimholder over (ii) the Threshold Amount to
unrelated persons or entities.  The recipient of the transfer
should not hold claims in excess of its Section 382(1)(5) Amount.

The "Threshold Amount" will mean the greater of (A) $101,250,000,
(B) the amount of the actual claims held by the Electing
Claimholder on the Petition Date and (C) the Section 382(1)(5)
Amount.  "Section 382(1)(5) Amount" is the amount of claims held
by an Electing Claimholder that is reasonably anticipated by the
Debtors to be converted to 4.5% of the reorganized Debtors'
equity pursuant to and on the effective date of the Plan.

As sanction for violating an Election Notice, an Electing
Claimholder may be precluded from receiving in the Debtors'
reorganization any consideration consisting of equity of the
reorganized Debtors that is attributable to the Excess Amount of
Claims.

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 Court Approval to Hire BMC Group as Claims Agent
----------------------------------------------------------------
According to Corinne Ball, Esq., at Jones Day, in New York, the
many thousands of creditors and other parties-in-interest
involved in Dana Corporation and its debtor-affiliates' Chapter 11
cases may impose heavy administrative and other burdens upon the
U.S. Bankruptcy Court for the Southern District of New York  and
the Office of the Clerk of Court.  To relieve the Court and the
Clerk's Office of these burdens, the Debtors sought and obtained
permission from the Honorable Burton R. Lifland to employ The BMC
Group, Inc., as claims, noticing and balloting agent in their
Chapter 11 cases.

BMC is a data processing firm that specializes in, among other
things, Chapter 11 administration, including noticing, claims
processing, solicitation, ballot tabulation and other
administrative tasks in Chapter 11 cases.

BMC has provided services in the Chapter 11 cases of Musicland
Holding Corp., Oxford Auto, Inc., ATA Holdings Corp., American
Commercial Lines LLC, and Conseco, Inc.

Pursuant to a services agreement, dated February 23, 2006, BMC
will perform various noticing, claims management, plan
solicitation, balloting, disbursement and other services, if
necessary, at the request of the Debtors or the Clerk's Office.

Among others, BMC will:

   (a) prepare and serve required notices in the Debtors' Chapter
       11 cases, including:

         (1) a notice of the commencement of the Debtors'
             bankruptcy cases and the initial meeting of
             creditors under Section 341 (a) of the Bankruptcy
             Code;

         (2) a notice of the claims bar date;

         (3) notices of objections to claims;

         (4) notices of hearings on a disclosure statement and
             confirmation of a plan of reorganization; and

         (5) the other miscellaneous notices as the Debtors or
             the Court may deem necessary or appropriate for an
             orderly administration of the Debtors' cases;

   (b) assist with the publication of required notices, as
       necessary;

   (c) within five business days after the service of a
       particular notice, prepare for filing with the Clerk's
       Office an affidavit of service that includes:

         (i) a copy of the notice served;

        (ii) an alphabetical list of persons on whom the notice
             was served along with their addresses; and

       (iii) the date and manner of service;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (e) maintain official claims registers in the Debtors' cases
       by docketing all proofs of claim and proofs of interest in
       a claims database that includes these information for each
       claim or interest asserted:

         (1) the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

         (2) the date the proof of claim or proof of interest was
             received by BMC or the Court;

         (3) the claim number assigned to the proof of claim or
             proof of interest; and

         (4) the asserted amount and classification of the claim;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the  
       Clerk's Office on a more or less frequent basis;

   (h) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       the list available to the Clerk's Office or any party in
       interest upon request;

   (i) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (j) create and maintain a public access website setting forth
       pertinent case information and allowing access to certain
       documents filed in the Debtors' Chapter 11 cases;

   (k) record all transfers of claims pursuant to Rule 3001 (e)
       of the Federal Rules of Bankruptcy Code and provide notice
       of the transfers to the extent required by Rule 3001(e);

   (1) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (m) provide temporary employees, who are not past or present
       employees of the Debtors, to process claims, as necessary;

   (n) promptly comply with the further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (o) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots on a daily basis;

   (p) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtors; and

   (q) at the close of the Debtors' bankruptcy cases, box and
       transport all original documents in proper format, as
       provided by the Clerk's Office, to the Federal Archives.

The Debtors will pay BMC for its services, expenses and supplies
according to a fee schedule.  The Debtors did not file a copy of
the Fee Schedule with the Court.

The Debtors have provided BMC with a $125,000 evergreen retainer
to remain outstanding at all times.

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


DEL MONTE: Fitch Affirms Low-B Ratings & Says Outlook is Negative
-----------------------------------------------------------------
Fitch Ratings revised the Ratings Outlook for Del Monte Food
Company and Del Monte Corporation to Negative from Stable.  The
ratings have been affirmed as:

  Del Monte Foods Company (Parent):

    -- Issuer default rating 'BB'

  Del Monte Corporation (Operating Subsidiary):

    -- IDR 'BB'
    -- Senior secured bank facility 'BB+'
    -- Senior subordinated notes 'BB-'

These ratings actions affect Del Monte's $1.3 billion of debt
outstanding as of Jan. 29, 2006.

On March 16, 2006, Del Monte announced that it had entered an
agreement to acquire the Milk-Bone pet snacks brand and assets
from Kraft Foods, Inc. for approximately $580 million.  Del Monte
expects to offset the effective cost with long-term tax benefits
that have a net present value of $125 million.  Milk-Bone has
estimated annual sales of $180 million and an EBITDA (earnings
before interest taxes depreciation and amortization) margin in
excess of 30%.  Excluding tax benefits, Fitch estimates that Del
Monte is paying roughly 10x EBITDA or 3.2x sales for the
acquisition.

Fitch views the addition of Milk-Bone to Del Monte's pet-snack
portfolio as a strategic positive because it should expand overall
margins while strengthening the company's position in a high
growth category.  As a 100% debt-financed transaction, however,
this purchase in combination with the recently announced Meow Mix
Holdings, Inc. acquisition materially increases Del Monte's
leverage.  In addition, the lack of material synergies and
incremental marketing spend required to support the brand is
expected to limit significant near-term improvement in operating
cash flow.

For the latest 12 months ended Jan. 29, 2006, total debt-to-EBITDA
was 3.1x and cash flow from operations-to-total debt was 26%.  On
a pro forma basis, reflecting both acquisitions, Del Monte's total
debt-to-EBITDA is expected to increase to approximately 4.5x.  
With no immediate significant improvement in cash flow, cash flow
from operations-to-total debt is also anticipated to decline
materially in the near term.  Prior to the announced acquisitions
of Milk-Bone and Meow Mix Holdings, Inc., Del Monte's credit
metrics were showing noticeable improvement.

The Outlook revision reflects the magnitude of additional debt Del
Monte is assuming over a short period of time and the expected
duration required for credit statistics to return to those of a
solid 'BB' rated entity.  Fitch expects Del Monte to use the
majority of its annual discretionary cash flow to reduce the
approximate $900 million of incremental debt.  Absent additional
divestitures, which are not expected, credit measures should
therefore improve gradually over the next several years.  Fitch
anticipates total debt-to-EBITDA to approach 4.0x by the end of
fiscal 2007.  Additional debt-financed acquisitions, dividend
increases, or share repurchases are likely to result in a
downgrade in Del Monte's rating.  Unexpected material
deterioration in operating fundamentals would also jeopardize the
company's current rating level.

Del Monte produces, distributes and markets shelf-stable branded
food and pet products in the U.S. retail market.  Its market
shares in:

   * canned fruit,
   * tuna, canned vegetables, and
   * solid tomatoes

are approximately:

   * 42%,
   * 40%,
   * 22%, and
   * 19%, respectively.

Del Monte's consumer brands include:

   * Del Monte,
   * StarKist,
   * S&W,
   * Contadina, and
   * College Inn.

Del Monte also holds an estimated 11% and 23% share of the pet
food and pet snacks categories with brands such as 9Lives and
Kibbles 'n Bits.  Del Monte's Consumer and Pet Products business
segments represented 74% and 26% of fiscal 2005 sales and 65% and
35% of fiscal 2005 operating income (excluding corporate
expenses), respectively.


DORAL FINANCIAL: Fitch Holds Low-B Ratings & Watch Continues
------------------------------------------------------------
The ratings for Doral Financial Corporation and its subsidiary
bank, Doral Bank remained on Rating Watch Negative by Fitch
Ratings.

Doral announced that it and its principal Puerto Rico banking
subsidiary, Doral Bank, have 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.

Under the terms of the consent order, 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.  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.  Additionally, the company is required to engage
an independent party to review their mortgage loan portfolios and
develop a written plan to address the findings of the review.

Fitch's rating actions for Doral in 2005 incorporated the fact
that Fitch believed Doral was operating under closer regulatory
scrutiny.  Fitch views the emergence of the formal regulatory
agreements as documenting and detailing the regulatory
restrictions that it has been operating under since the emergence
of its accounting and related problems in early 2005.  Although
dividend payments and sales transactions must be approved by the
regulators, no absolute restrictions have been placed on Doral.

In addition, Doral Financial has not been reliant on dividends
from Doral Bank to service holding company obligations.  Doral has
made progress in filing restatements as seen by the recent issuing
of audited financials through Dec. 31, 2004 and is currently
addressing many of the internal control issues.

Also, Fitch believes Doral is making progress toward fully
addressing the transactions that had been previously classified as
loan sales and are now accounted for as secured borrowings.  Doral
is expected to continue to remain well-capitalized through this
process.  Fitch believes the regulatory oversight will expedite
Doral's restatement process and quicken their return to a normal
operating environment.

These ratings remain on Rating Watch Negative by Fitch:

  Doral Financial Corporation:

     -- L-T Issuer Default Rating (IDR) 'BB-'
     -- Short-term 'B'
     -- Senior Unsecured 'BB-'
     -- Preferred Stock 'B'
     -- Individual 'D'
     -- Support '5'

  Doral Bank:

     -- L-T Issuer Default Rating (IDR)'BB'
     -- Short-term 'B'
     -- Individual 'C/D'
     -- Support '5'
     -- Long-term deposits 'BB+'
     -- Short-term deposits 'B'


EPICOR SOFTWARE: Moody's Puts B1 Rating on $75MM Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating of B1 to Epicor Software Corporation and B1 ratings to its
proposed senior secured term loan and senior secured revolving
credit facilities.  Proceeds from the $100 million term loan will
refinance Epicor's acquisition of CRS Retail Technology Group. The
rating outlook is stable.

These ratings were assigned:

   * Corporate family rating -- B1

   * $75 million senior secured revolving credit facility
     due 2009 -- B1

   * $100 million senior secured term loan due 2012 -- B1

   * Speculative Grade Liquidity rating -- SGL-1

The B1 corporate family rating reflects:

   (1) the relatively strong growth prospects for the mid-size
       enterprise software market;

   (2) Epicor's strong organic growth rates coupled with its high
       renewal rates of approximately 95%;

   (3) the lower cost and ease of implementation of Epicor's
       products relative to its larger competitors;

   (4) the company's defensible market niches;

   (5) diversity by client, industry, and geography;

   (6) strong leverage and coverage statistics relative to the
       company's peers; and

   (7) the expectation that the company will effectively manage
       the integration CRS.

The rating also considers:

   (1) Epicor's modest size with $291 million of revenue in 2005;

   (2) the challenges associated with the new leverage -- while
       current levels are manageable, Epicor has historically
       only had very modest debt levels;

   (3) potentially cyclical nature of the mid-market ERP
       business;

   (4) potentially increasing competition from much larger
       companies; and

   (5) risks and uncertainty associated with the ongoing
       accounting review of the company's revenue classification
       practices.

The B1 ratings on the term loan and the revolving credit facility
reflect the fact that they represent the entirety of Epicor's pro
forma debt capital structure.

The stable outlook reflects Moody's expectation that Epicor will
be able to continue to profitably grow its business and generate
free cash flow given the strong growth prospects of the overall
markets for its products.  The outlook further reflects Moody's
expectation that Epicor will maintain modest leverage levels
appropriate for this rating and will effectively manage the
integration of CRS into Epicor.

The ratings could be positively influenced by continued strong
organic growth and increasing market share in their existing
vertical markets.  There is a positive influence from adding
expertise in new vertical markets although in the short run, the
integration risks or start up risk may offset the upward ratings
pressure.

Conversely, the ratings could face downward pressure:

   -- should there be a significant slowing in net customer
      growth for an extended period;

   -- if the company is unable to reduce expenses during an
      economic slowdown;

   -- if the company makes a large debt financed acquisition; or

   -- if competitors make in-roads into their market niches.

The SGL-1 rating reflects Moody's expectation that over the next
twelve months the company will be able to fund its working capital
and capital expenditure requirements through cash flow and, if
need be, its cash balances.  In addition to Epicor's expected cash
generation and its cash balances, the company's liquidity will be
bolstered by its largely undrawn $75 million senior secured
revolving credit facility.  Moody's expects that Epicor to
comfortably maintain compliance with the covenants over the next
twelve months.

Epicor is a leading provider of enterprise resource planning,
customer relationship management, and supply chain management
software and solutions to mid-market companies worldwide.  The
company had approximately $291 million in 2005 revenue and
about $55 million in EBITDA.  Epicor is headquartered in Irvine,
California.


ERS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ERS Investments, Inc.
        2313 Soldier Springs Road
        Laramie, Wyoming 82070
        Tel: (307) 745-8424

Bankruptcy Case No.: 06-11098

Type of Business: The Debtor is a securities broker.

Chapter 11 Petition Date: March 20, 2006

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, Colorado 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kang, Eun Suk                                          $259,000
22959 E. Smoky Hill Road
#D208 Aurora, CO 80015

Foster Family Partnership                              $200,000
c/o Warren Lauer, Esq.
208 Garfield Street
Suite 200-A
Laramie, WY 82070

Cendant Corp.                                          $120,000
9 West 57th Street
New York, NY 10019

Jeong, Eui Young                                        $50,000

Lim, Jong Deuk                                          $30,000

Life Maintenance LLC                                    $29,392

Best Western                     Trade Debt             $20,000
International, Inc.

U.S. Bank                                               $15,595

MBNA Platinum Plus               Revolving Credit       $16,890
for Business

Safeco Insurance                                        $11,774

Pacific Power                    Trade Debt              $8,140

Kinder Morgan, Inc.                                      $7,897

Discover                         Revolving Credit        $5,170

First Equity                                             $4,870

Advanta Platinum                 Revolving Credit        $4,724
Business Card

Chase Auto Finance                                       $4,724

UW Athletics                                             $3,000

Katzson Brothers, Inc.                                   $2,280

Chase Visa                       Revolving Credit        $1,863

Northern Colorado Paper          Trade Debt              $1,662


FAIRFAX FINANCIAL: Delay in 10-K Filing Cues DBRS' Rating Review
----------------------------------------------------------------
Dominion Bond Rating Service placed the rating of Fairfax
Financial Holdings Limited "Under Review with Negative
Implications".  The decision follows the announcement that Fairfax
will delay the release of its Annual Report, due to the delay by
its subsidiary, Odyssey Re Holdings Corp., in filing its Annual
Report on Form 10-K.  Odyssey Re had previously announced the
restatement of its financial results for 2001 through 2004 and
requires additional time to complete the year-end process.

Rating Under Review:

   * Senior Unsecured Long-Term Debt -- BB (high)

In addition to the uncertainties related to the delays, DBRS's
review will also consider the outlook for the Fairfax businesses
and debt ratios.  Despite an additional $300 million in new equity
issued in 2005, two years of severe hurricane activity and the
continued earnings drag of the Company's run-off business have
kept the debt ratio as high as it has ever been, at 43%. However,
the Company has maintained significant cash at the holding company
level, and has reduced its refinancing risk by extending its near-
term maturities.

The Company's inability to address its high leverage ratio has
become a source of increased concern as it impairs the Company's
financial flexibility.

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


FERRO CORP: Delayed Financials Cue Moody's to Cut Ratings to B1
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Ferro Corporation to B1 from Ba1 due to continuing delays in
the issuance of audited financial statements.  In addition,
Moody's will withdraw Ferro's ratings.  Moody's could reassign
ratings to Ferro's notes and bonds once it has received audited
financials for 2004 and 2005.

Ratings downgraded and will be withdrawn:

   * Senior implied rating -- B1 from Ba1

   * $355 million senior unsecured notes and debentures
     due 2009-2028 -- B1 from Ba1

   * Universal shelf (senior unsecured - (P)B1 from (P)Ba1)

The downgrade of Ferro's ratings to B1 reflects the continuing
delay in the delivery of audited financial statements.  While the
company business profile is consistent with a rating in the Ba
category, according to Moody's rating methodology for the chemical
industry, the lack of timely audited financial statements creates
uncertainty over the company's financial profile.  This
uncertainty is reflected by the assignment of the B1 ratings.

The withdrawal of Ferro's ratings reflects the absence of audited
financials for a sustained period of time and the concern that
there may be additional delays in receiving audited financial
statements for 2005.  Hence, Moody's believes that it lacks
adequate information to maintain ratings on the company and its
debt.  If audited financial statements for 2004 and 2005 are
received prior to the end of 2006, Moody's could reassign ratings
to the company's debt.

In July 2004, Ferro announced that it had discovered inappropriate
accounting entries at its polymer additives business unit and
would delay the reporting of its financial results.  Ferro's board
engaged a forensic audit team who completed its initial review by
September 2004.  Subsequently, the scope of the forensic audit was
expanded to the company's other operations in two phases.  In
April 2005, at the request of Ferro's external auditor, the
company hired a second forensic audit team who completed their
review of the company's operations in October 2005.  However, the
company and its external auditor have not yet completed the
restatement of Ferro's 2003, or issued its 2004 and 2005, audited
financial statements.

In June 2005, Ferro amended its $300 million credit facility and
$100 million accounts receivable program to provide continued
access to these facilities by delaying the requirement for
delivery of financial statements until March 31, 2006.  Moody's is
also concerned that the company has not yet renegotiated or
amended these facilities to permit continued access until the
company can deliver its financial statements.  Ferro currently has
$180-190 million outstanding under these facilities.

Ferro Corporation, based in Cleveland, Ohio is a leading
multinational producer of performance chemicals and materials for
a diverse array of applications, including glass, ceramics,
electronics, and plastics.  Ferro previously reported unaudited
sales of $1.8 billion in 2004.


FINLAY ENTERPRISES: S&P Lowers Senior Unsecured Debt Rating to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Finlay Enterprises Inc. and Finlay Fine Jewelry Corp.
to 'B' from 'B+'.  The senior unsecured debt rating on Finlay was
also lowered to 'B-' from 'B'.  The outlook is stable.  The
ratings are removed from CreditWatch, where they were placed with
negative implications on Sept. 30, 2005.
      
"The rating action is based on Finlay's increased business risk
following the completion of the merger between Finlay's two
largest customers, Federated Department Stores Inc. and May
Department Stores Co.," said Standard & Poor's credit analyst Ana
Lai.  In addition, Finlay's financial profile is weakening due to
the substantial number of store closings, resulting in reduced
revenues and cash flow.
     
The rating reflects:

   * Finlay's substantial customer concentration;

   * the discretionary and seasonal nature of the retail jewelry
     industry;

   * intense competition; and

   * a leveraged capital structure.

Finlay is the operating subsidiary of Finlay Enterprises.
     
Standard & Poor's believes the merger increases New York-based
Finlay's business risk.  The merged entity will account for more
than 70% of Finlay's total sales.  Given the high revenue
concentration, Finlay's bargaining power could be reduced and
profitability could be pressured as leases come up for renewal.
Finlay expects to close about 190 store locations in 2006 due to
the realignment and store divestitures related to the merger.
However, Finlay expects to open about 50 net new stores in 2006,
exclusive of the Federated closing.  

Revenues and EBITDA for continuing operations are projected at
$820 million to $840 million, and $49 million to $51 million in
2006, respectively in 2006.  These compare with revenues and
EBTIDA of about $990 million and $70 million, respectively, in
fiscal 2005.
     
Finlay remains vulnerable to potential additional store closings
arising from the rationalization of the merged company's store
base, as well as the assumption of jewelry department operations
by host department stores as the merged entity seeks to achieve
synergies.  Federated has not made any decision regarding the Lord
& Taylor stores.  However, Finlay recently signed a three-year
agreement with four Macy's divisions (South, Midwest, West and
Northwest) for substantially the same rental terms.  Finlay has
maintained longstanding relationships with most of its host store
groups and its leases average less than five years.


FINOVA GROUP: Equity Deficit Prompts Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP in Phoenix, Arizona, raised substantial doubt
about The FINOVA Group Inc. and its affiliates' ability to
continue as a going concern after auditing their consolidated
financial statements as of Dec. 31, 2005, and 2004.  Ernst & Young
pointed to FINOVA's negative net worth and limited sources of
liquidity to satisfy its obligations.

                         Financials

The FINOVA Group Inc. reported a $94,447,000 net loss on
$94,253,000 of total revenues for the year ended Dec. 31, 2005.  
At Dec. 31, 2005, the company's balance sheet shows $611,151,000
in total assets and $1,222,882,000 in total liabilities, resulting
in $611,731,000 stockholders' equity deficit.

Full-text copies of The FINOVA Group Inc.'s financial statements
for the year ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?6b1

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.

At Dec. 31, 2005, The FINOVA Group Inc.'s equity deficit widened
to $611,731,000 compared to a $534,677,000 stockholders' equity
deficit at Dec. 31, 2004.


FIRSTBANK: FDIC's Cease & Desist Order Cues Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service is continuing its review of FirstBank
Puerto Rico for possible downgrade.  The rating action follows the
announcement that the FDIC and Federal Reserve have issued cease
and desist orders on the bank and its parent company, First
BanCorp.  Moody's had most recently downgraded the bank on
Oct. 28, 2005, and kept the bank's ratings on review for possible
downgrade.  At that time, Moody's cited the likelihood of further
adverse regulatory actions and litigation risk as reasons for
continuing its review.

According to the rating agency, some of these concerns have indeed
materialized.  The regulatory issues at hand include delays in
financial reporting and single name concentrations. Moody's said
that despite the required restatements, there is limited impact on
the bank's net income.  The most notable change is in the
calculation of risk-weighted assets, which crimps profit metrics
and capital ratios, although FirstBank Puerto Rico remains well
capitalized according to regulatory standards.

Single-name exposures resulted from a change in accounting for
mortgage loan portfolios that FirstBank purchased from Doral
Financial Corporation and R&G Financial Corp.  These loans were
historically accounted for as mortgage loans on the financial
reports of FirstBank.  The transactions, however, did not qualify
as "true sales."  As a consequence, the loans had to be
reclassified as commercial loans to Doral Financial Corporation
and R&G Financial Corp., from mortgage loans.  Doral Financial
Corporation's senior debt is rated Ba3 and the outlook is
negative.  Moody's does not rate R&G Financial Corp.

Moody's expressed concerns about FirstBank's large credit
exposures, but expected that the bank's management will take
appropriate actions to reduce such concentration risk within a
reasonable period.  The rating agency said that if management
fails to achieve a meaningful reduction of large lending exposures
within the next 60 days, a downgrade is likely. According to
Moody's, any other deterioration in FirstBank's credit profile
could also result in a negative rating action. Conversely, full
compliance, absent any other negative developments, could result
in a rating confirmation.

Ratings under review for possible downgrade include:

   Issuer: FirstBank Puerto Rico

   * Financial strength at D+

   * Deposits at Ba1

   * Issuer and other senior obligations at Ba2

The short-term deposit rating is Not Prime and, is not under
review.

FirstBank Puerto Rico, headquartered in San Juan, Puerto Rico,
reported total assets of roughly $19 billion as of year-end 2005.
It is a subsidiary of First BanCorp.


FIRST BANCORP: Fitch Affirms B Short-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings affirmed the ratings and Outlook for First Bancorp
(FBP) and FirstBank Puerto Rico: long-term Issuer Default Rating
(IDR) 'BB'/short-term 'B'.  The Rating Outlook remains Negative.

This rating action follows FBP's announcement that it entered into
a formal agreement with the banking regulators.  The agreement
consents to a Cease and Desist Order relating to mortgage
transactions with Doral Financial and R&G Financial Corporation.
In addition to restricting activity with these two organizations,
FBP will be required to take a number of actions including:

   * the submission of a capital and liquidity contingency plan;

   * engaging an independent party to review its mortgage
     portfolios; and

   * providing notice prior to engaging in any debt or capital
     related activity.

The order also requires the bank to obtain regulatory approval
prior to paying dividends after those payable in March.

Fitch expected that the degree and nature of the accounting and
internal control issues would likely introduce some form of
regulatory action when FBP's ratings were lowered on Oct. 24,
2005.  While regulators will now be required to approve all bank
and corporate dividends, there are:

   * no predetermined limits on dividends;

   * no restrictions on types of funding (including brokered
     deposits); and

   * no excess requirements on capital.

There are also no restrictions on other activities that would
affect daily operations.  The lack of overly restrictive terms are
currently viewed by Fitch as a positive.  However, FBP's ability
to navigate a proper course of corrective action within the
confines of a regulatory agreement does present a challenge that
Fitch will be monitoring closely.

The requirements outlined in the agreement are viewed as
formalizing the regulatory restrictions FBP has been operating
under since its accounting issues emerged last year.  Further,
Fitch believes the regulatory agreement provides FBP with
constructive guidance to address its recent problems.  Fitch
believes that FBP and the other financial institutions are already
working on implementing corrective actions, particularly toward
reducing exposure to Doral and R&G.  Fitch also views the $110
million capital infusion from the holding company to the bank as a
proactive step in maintaining an appropriate level of capital at
the bank without creating additional debt service needs at the
holding company.

Resolution of the Negative Outlook will focus on the near-term
challenges of managing through the accounting, funding and
financial aspects related to the mortgage transactions.  A return
to a Stable Rating Outlook will likely not precede the:

   * conclusion of the audited financials,
   * SEC investigation, and
   * regulatory agreements,

and will require a period of steady state performance.

These ratings are affirmed with a Negative Outlook:

  First BanCorp:

     -- Long-term IDR at 'BB'
     -- Short-term at 'B'
     -- Individual at 'C/D'
     -- Support '5'

  FirstBank Puerto Rico:

     -- Long-term IDR at 'BB'
     -- Long-term deposit obligations at 'BB+'
     -- Short-term deposit obligations at 'B'
     -- Short-term at 'B'
     -- Individual at 'C/D'
     -- Support at '5'


FIRST CONSUMER: Fitch Puts $62MM CCC-Rated Class B Notes on Watch
-----------------------------------------------------------------
Fitch Ratings placed the two outstanding classes of First Consumer
Credit Card Master Note Trust's (FCCMNT) floating-rate asset-
backed notes, series 2001-A, on Rating Watch:

   -- $62,175,706 class B, rated 'CCC', placed on Rating Watch
      Negative

   -- $36,000,000 class C, rated 'B-', placed on Rating Watch
      Positive

The FCCMNT was operated by First Consumers National Bank, a
national banking association acquired by Spiegel in 1990.  The
receivables in the portfolio arose under MasterCard and Visa
credit card accounts.  In March 2003 several negative events
transpired:

   * the trust entered early amortization after the base rate
     trigger was breached;

   * the Office of the Comptroller of the Currency issued a cease
     and desist order; and

   * customers' charging privileges were revoked.

In June 2003, servicing was transferred to First National Bank of
Omaha and the servicing fee was increased to 4.35%.

The $462 million class A notes were paid in full on the March 15,
2006 distribution date.  At that time, repayment of the class B
notes commenced.  The Rating Watch Negative reflects the
undercollateralization of this class by 27%, as there is only
about $46 million in collateral currently supporting the Class B
notes.  Class B had an initial principal outstanding amount of $63
million, and the legal final maturity date is Sept. 15, 2008.

Class C noteholders benefit from a dedicated spread account that
is fully funded with a balance in excess of $36 million,
essentially providing 100% credit enhancement.  The spread account
is available to cover current interest and principal shortfalls at
maturity for class C only.  Although the spread account was fully
funded even prior to the early amortization in 2003, Fitch had
been concerned with the trust's ability to make timely interest
payments to the noteholders.  However, since this is the last
series outstanding in the trust, it is currently allocated 100% of
principal collections and 50.91% of finance charges and investor
defaults.  As a result, the Rating Watch Positive indicates an
increased probability of timely interest payments.


FOSTER WHEELER: S&P Puts B- Corp. Credit & Other Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and all other ratings on engineering and
construction company Foster Wheeler Ltd. on CreditWatch with
positive implications.  

As of Dec. 31, 2005, the Clinton, New Jersey-based company had
approximately $315 million of total debt outstanding (excluding
unfunded pension liabilities that Standard & Poor's treats as
debt-like).
     
"The CreditWatch listing reflects our view that we might raise
the rating after reviewing the company's business and financial
prospects for 2006 and beyond," said Standard & Poor's credit
analyst James Siahaan.
     
With robust demand from its key energy end markets, the company
has posted a string of new orders and has built its backlog to
levels not seen since 2002.  For 2005, new orders increased 71%
from the previous year to about $4.2 billion, and backlog
increased 80% to roughly $3.7 billion.  The "scope of the
backlog," which represents the portion of the backlog that
excludes reimbursable flow-through costs, increased 37% to roughly
$2.2 billion, which suggests an improvement in profitability over
the next few years.  The company has also reduced its exposure to
riskier lump-sum turnkey projects, which are more prone to large
cost overruns.
     
The company has lowered its debt levels over the past couple of
years through a series of equity-for-debt exchanges, and it plans
to continue strengthening its balance sheet in 2006.  However,
Foster Wheeler remains subject to asbestos-related liability as
well as underfunded postretirement obligations.
     
The globally diversified company serves:

   * the oil and gas industry;
   * the power segment;
   * the refinery industry; and
   * the chemicals industry.

It had 2005 sales of $2.2 billion.


FRONTLINE CAPITAL: Wants Until May 31 to File Chapter 11 Plan
-------------------------------------------------------------
Frontline Capital Group asks the U.S. Bankruptcy Court for the
Southern District of New York for an extension of its exclusive
period to file a plan of reorganization until May 31, 2006.  The
Debtor also wants until July 31, 2006, to solicit acceptances of
that plan from its creditors.

The Debtor tells the Court that it has focused its time and
attention on completing or facilitating several complex
transactions with Assisted Living Investments, LLC, Empire
Resorts, Inc., and WRAP-I, LLC, and other matters, including
actions relating to the ALI Transaction.

The extension, the Debtor says, will enable it to negotiate, draft
and propose a meaningful plan of reorganization, and to attend to
matters relating to those transactions and assess the results and
other prior transactions.

Headquartered in New York City, FrontLine Capital Group, a holding
company that manages its interests in a group of companies that
provide a range of office related services, filed for chapter 11
protection on June 12, 2002 (Bankr. S.D.N.Y. Case No. 02-12909).  
Mickee M. Hennessy, Esq., at Westerman Ball Ederer & Miller, LLP,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$264,374,000 in assets and $781,374,000 in debts.


GALLERIA INVESTMENTS: Section 341(a) Scheduled for April 20
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Galleria
Investments LLC's creditors at 1:00 p.m., on Apr. 20, 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.

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 RIDGE: Court Postpones Entry of Final Decree Closing Cases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until April 26, 2006, the deadline for the automatic entry of a
final decree closing the chapter 11 cases of reorganized Garden
Ridge Corporation and its reorganized debtor-affiliates.

In addition, the Court also gave the Reorganized Debtors until
April 26 to file a final report and accounting.

As reported in the Troubled Company Reporter on Feb. 9, 2006, the
Debtors asked the Bankruptcy Court not to close their cases since
there are still pending matters and active litigation.

The Reorganized Debtors are engaged in protracted litigation with
the Informal Committee of Landlords regarding its alleged
substantial contribution to the Debtors' reorganization efforts.

The claims reconciliation efforts of the Post-Effective Date
Committee and the Reorganized Debtors are also ongoing.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer  
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated debts and assets of over $100
million.  The Bankruptcy Court confirmed the Debtors' First
Amended Joint Plan of Reorganization on Apr. 28, 2005.  The Plan
took effect on May 12, 2005.  David B. Stratton, Esq., at Pepper
Hamilton LLP represents the Post-Effective Date Committee.


GE-RAY FABRICS: Wachovia Bank Wants Cases Dismissed or Converted
----------------------------------------------------------------
Wachovia Bank, National Association asks the U.S. Bankruptcy Court
for the Southern District of New York to dismiss Ge-Ray Fabrics,
Inc., and its debtor-affiliate's chapter 11 cases or convert them
to a chapter 7 liquidation proceeding.

Jantra Van Roy, Esq., at Zeichner, Ellman & Krause LLP, tells the
Court that the Debtors are now in monetary default of their
obligations to Wachovia.  On Nov. 1, 2005, the Indenture Trustee
drew down a letter of credit issued by Wachovia to fund a
scheduled principal payment.

The Debtors failed to reimburse Wachovia, giving rise to another
event of default under the reimbursement agreement with Wachovia,
and causing further erosion of estate assets.

Ms. Roy gives the Court three reasons why the cases need to be
dismissed or converted:

   a) the Debtors suffer continuing loss, have ceased operations
      and are not actively engaged in business;

   b) the Debtors have failed to file even a single monthly
      operating report since commencing these cases almost a year
      ago; and

   c) the Debtors have failed to file tax returns since chapter 11
      filings.

Headquartered in Manhattan, Ge-Ray Fabrics, Inc. --
http://www.geray.com/-- supplies circular knitted fabrics to the   
apparel industry.  The fabrics include cottons and synthetics,
with and without spandex, and range from basic jersey to high
fashion knits.  Lustar Dyeing & Finishing, Inc., its subsidiary,
is a dyeing & finishing processing plant for textile fabrics.  The
Debtors filed for chapter 11 on April 4, 2005, (Bankr. S.D.N.Y.
Case Nos. 05-12201 & 05-12207).  When they filed for bankruptcy,
the Debtors reported assets and debts totaling between $10 million
to $50 million.


GENERAL MOTORS: Fitch Holds GMAC's BB Rating & Watch Continues
--------------------------------------------------------------
The ratings for General Motors Acceptance Corp. (GMAC) and its
wholly-owned subsidiary Residential Capital Corp. (ResCap)
remained on Rating Watch Evolving by Fitch Ratings following the
announcement that GMAC will delay filing their SEC form 10-K(s)
and will be required to either restate or reclassify certain items
in prior financial statements to address a recently surfaced
accounting issue.  The issue pertains to the erroneous
classification of cash flows from certain mortgage loan
transactions as either cash flows from operations or cash flows
from investing activities.  This reclassification will not impact
reported net income, balance sheet or total cash flows for the
periods affected.  The issue is material for ResCap, however, it
still undetermined whether this will be material for GMAC.  The
companies have not indicated the size of the potential accounting
issue at this time.

While Fitch is concerned that the companies did not properly apply
appropriate GAAP related to the associated cash flows from loan
originations, Fitch does not believe that what amounts to a
reclassification of these cash flows is analytically significant
and thus, by itself, will not have any effect on the current
ratings or Rating Watch status.  Fitch's concern would be
heightened if the companies are not able to complete the filing
process within the next two weeks.

These ratings remain on Rating Watch Evolving by Fitch:

  GMAC:

    -- L-T Issuer Default Rating 'BB'

  ResCap:

    -- L-T Issuer Default Rating 'BBB-'


GENTEK INC: Posts $822,000 Net Loss for the Year Ended Dec. 31
--------------------------------------------------------------
GenTek Inc. delivered its financial results for the year ended
Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 16, 2006.

GenTek Inc. incurred $822,000 net loss on $919,962,000 of net
revenues for the year ended Dec. 31, 2005.  At Dec. 31, 2005, the
company's balance sheet shows $757,812,000 in total assets,
$672,437,000 in total liabilities, and $85,375,000 in positive
stockholders' equity.

Full-text copies of GenTek Inc.'s financial statements for the
year ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?6b0

GenTek Inc. -- http://www.gentek-global.com/-- provides specialty   
inorganic chemical products and services for treating water and
wastewater, petroleum refining, and the manufacture of personal-
care products, valve-train systems and components for automotive
engines and wire harnesses for large home appliance and automotive
suppliers.  GenTek operates over 60 manufacturing facilities and
technical centers and has approximately 6,900 employees.

                         *   *   *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service assigned these new ratings to GenTek
Inc.:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.

and said the rating outlook is stable.  The ratings and outlook,
Moody's indicated, are subject to review of the final
documentation of the financing transaction.


GINGISS GROUP: Ch. 7 Trustee Wants Illinois Nat'l Pact Approved
---------------------------------------------------------------
Alfred T. Giuliano, the Chapter 7 Trustee for the substantively
consolidated estates of The Gingiss Group, Inc., and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement agreement with the Illinois
National Insurance Company.

                  Illinois National Litigation

Mr. Giuliano discloses that prior to filing for bankruptcy, The
Gingiss Group, Inc., was involved in litigation and arbitration
proceedings with one of its franchisees, William R. Ludwig, Pamela
C. Ludwig and L&H Tuxes, Inc.

Mr. Giuliano relates that Gingiss filed a declaratory judgment
action in the Circuit Court of Cook County, Illinois against
Illinois National, styled The Gingiss Group, Inc. v. Illinois
National Insurance Company (Case No. 03 CH 8827) seeking:

    * a declaration of coverage under its directors' and
      officers' insurance policy for the Ludwigs' claim
      (Claim No. 371-016741), and

    * reimbursement of defense costs incurred during the
      arbitration proceedings.

            Illinois National's Denied Coverage

Mr. Giuliano reveals that Illinois National filed a Counterclaim
against Gingiss saying it would not provide coverage for the
Ludwigs' claim under its policy and that it had no obligation to
pay defense costs incurred by Gingiss.

Mr. Giuliano tells the Court that Gingiss moved for summary
judgment on its reimbursement complaint against Illinois National.  
That motion for summary judgment was granted by the Circuit Court
and Illinois National paid Gingiss for the defense fees and costs
incurred.

                    Settlement Agreement

Mr. Giuliano relates that the indemnification regarding the
Ludwigs' claim could not be determined until the litigation was
concluded and resolved.  When both the Ludwigs and Gingiss
ultimately filed for bankruptcy, the arbitration proceedings were
dismissed.

Mr. Giuliano tells the Court that he decided not to proceed with
the Circuit Court action but entered into a settlement agreement
with Illinois National that provides:

     a. The Trustee, on behalf of Gingiss, agrees to release
        Illinois National from any and all obligations or
        potential obligations for insurance coverage for Claim No.
        371-016741;

     b. The Trustee, on behalf of Gingiss, agrees to the entry of
        a dismissal order with prejudice in the Illinois State
        Court Action; and

     c. Illinois National agrees to the dismissal of its
        Counterclaim against Gingiss in the Illinois State Court
        Action, with prejudice, and further agrees that it will
        not pursue Gingiss for reimbursement of the monies paid to
        Gingiss as defense costs regarding the Ludwigs'
        arbitration pursuant to the Court's prior Order in said
        case.

Mr. Giuliano contends that the settlement agreement is in the best
interests of the estates and all of the creditors, reasonable and
within the Trustee's sound business judgment.

A full-text copy of the trustee's settlement agreement with
Illinois National is available at no charge at
http://ResearchArchives.com/t/s?6b7

            About Illinois National Insurance Company

Illinois National Insurance Company was incorporated on Oct. 5,
1933 under the laws of the State of Illinois.  Financial Control
of the Company was passed to New Hampshire Insurance Company in
the late 1960s.  On May 15, 1969, American International Group,
Inc. acquired control of New Hampshire Insurance Company and its
subsidiaries.  The Company is currently licensed to transact
insurance in 46 jurisdictions.

In the State of Colorado, the Company markets private passenger
automobile insurance and according to the NAIC, the Company
reported $7,481,000 in total written premiums in 1998.  This
volume represented a .38% market share of all private passenger
automobile insurance written in the State of Colorado.

                About The Gingiss Group, Inc.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. D. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of $1 million to $10 million and estimated
debts $50 million to $100 million.  The Court converted the
Debtors' chapter 11 cases to chapter 7 liquidation proceedings on
March 30, 2005.  Alfred T. Giuliano, the Chapter 7 Trustee, is
represented by Sheldon K. Rennie, Esq., at Fox Rothschild LLP.


GLAZED INVESTMENTS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Glazed Investments, LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Illinois, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                            $0
  B. Personal Property               $28,599,347
  C. Property Claimed as Exempt                                $0
  D. Creditors Holding                           
     Secured Claims                                   $13,964,672
  E. Creditors Holding                                    
     Unsecured Priority Claims                           $456,786
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     $18,532,326
                                    ------------      -----------
     Total                           $28,599,346      $32,953,785

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,
makes and sells doughnuts.  Krispy Kreme owns 97% of the Debtor.  
The Debtor filed for chapter 11 protection on Feb. 3, 2006 (Bankr.
N.D. Ill. Case No. 06-00932).  Daniel A. Zazove, Esq., at Perkins
Coie LLP represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$28,599,346 in assets and $32,953,785 in debts.


GLOBAL CROSSING: Dec. 31 Balance Sheet Upside-Down by $173 Million
------------------------------------------------------------------
Global Crossing Ltd. delivered its financial statements for the
year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 16, 2006.

Global Crossing incurred a $358,000,000 net loss on $1,968,000,000
of revenues for the year ended Dec. 31, 2005.  At Dec. 31, 2005,
the company's balance sheet showed $1,590,000,000 in total assets
and $1,763,000,000 in total liabilities, resulting in a
$173,000,000 stockholders' equity deficit.

Global Crossing's Dec. 31 balance sheet also showed strained
liquidity with $548,000,000 in current assets available to pay
$807,000,000 of current liabilities coming due within the next 12
months.

Full-text copies of Global Crossing's financial statements for the
year ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?6b2

Headquartered in Florham Park, New Jersey, Global Crossing
Ltd. -- http://www.globalcrossing.com/-- provides
telecommunications solutions over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe.  Global Crossing serves
many of the world's largest corporations, providing a full range
of managed data and voice products and services.  The Company
filed for chapter 11 protection on January 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed $25,511,000,000 in
total assets and $15,467,000,000 in total debts.  Global Crossing
emerged from chapter 11 on Dec. 9, 2003.

At Dec. 31, 2005, Global Crossing's stockholders' equity deficit
widened to $173,000,000 compared to $51,000,000 of positive equity
at Dec. 31, 2004.


GREAT CANADIAN: DBRS Lowers Debenture Rating on Potential Breach
----------------------------------------------------------------
Dominion Bond Rating Service downgraded the rating for the Senior
Secured Debentures of Great Canadian Gaming Corporation to BBB
(low) from BBB.  The rating remains "Under Review with Negative
Implications", where it was placed on Feb. 20, 2006.

Rating Downgraded:

      * Senior Secured Debentures -- BBB (low)

The rating action follows the announcement that, in the absence of
remedial actions, Great Canadian anticipates that on March 31,
2006, it will breach the leverage covenant required by the
Debentures and its bank credit facility.  The potential covenant
breach is the result of a significant shortfall in earnings in
2005 and reduced expectations for 2006 earnings, combined with a
near tripling of debt levels in 2005 and a step-down on March 31,
2006, of the required covenant level.  Although DBRS expects Great
Canadian to take remedial action to avoid a covenant breach and
improve financial performance, it remains concerned about the
weakening of key credit metrics and uncertainty about the extent
to which earnings will improve, especially in the near term.

DBRS is also concerned about the depth of Great Canadian's
management team in view of the expanded scope of operations,
execution challenges relating to major capital projects and the
integration of newly acquired operations, and disruption caused by
changes to the management team.  The Company has announced that it
is currently seeking to strengthen its management team. In
addition, DBRS is concerned that over the long term, the Company
may resume its focus on growth activities that may lead to higher
leverage and integration challenges.

Notwithstanding these concerns, the credit strength of Great
Canadian continues to benefit from the following:

   (1) An expected strengthening of credit metrics as a result of
       remedial actions and potential earnings growth;

   (2) As of Dec. 31, 2005, expected future capital cost
       reimbursements by provincial gaming corporations offset a
       significant portion of total debt;

   (3) Heavy regulations of gaming in British Columbia and the
       other jurisdictions in which the Company operates act as a
       barrier to entry; and

   (4) Great Canadian has a leading market position in both
       British Columbia and Nova Scotia.

DBRS expects to complete its review shortly and a rating trend
will be reinstated at that time.


HANDEX GROUP: Wants to Sell CAT Equipment to Emeco for $310,500
---------------------------------------------------------------
Handex Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for authority
to sell three pieces of Caterpillar equipment to Emeco USA.

Emeco has offered to pay:

         Machine                       Purchase Price
         -------                       --------------
    2002 Caterpillar 330CL Excavator
    Serial No. DKY00709                   $132,832

    2002 Caterpillar 330CL Excavator
    Serial No. DKY00757                    132,832

    2002 Caterpillar D-5M LGP Dozer
    Serial No. 3CR01861                     44,453
                                          --------
                                          $310,500
                                          ========

Handex will transfer the equipment free and clear from all
encumbrances or liens of any kind to Emeco at a closing following
entry of a Court order  approving the transaction.

According to the Debtors, they have determined that the equipment
sale will be beneficial to their estates because the equipment is
not necessary for their reorganization.

Headquartered in Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve   
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Gronek & Latham LLP, represent the Debtor.  The U.S.
Trustee advised the Bankruptcy Court on Dec. 30, 2005, that there
was insufficient interest among the Debtor's unsecured creditors
in order to form an official committee.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HARDWOOD P-G: Hires Getzler Henrich as Financial Advisor
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas in San
Antonio authorized Hardwood P-G, Inc., and its debtor-affiliates
to retain Getzler Henrich, Management and Financial Consultants,
as their financial advisor.

The Debtors tell the Bankruptcy Court that Getzler Henrich will
provide management and financial advise with respect to their
responsibilities as debtors-in-possession.

David J. Hofflich, at Getzler Henrich, informs the Court that his
firm received $268,768 from the Debtors for prepetition services.  
The Debtors also paid Getzler Henrich $94,416 for future services
and expenses.

Mr. Hofflich assures the Court that his firm does not hold any
interest adverse to the Debtors' estate or their creditors and
that it is a "disinterested person" within the meaning of section
327(a) of the Bankruptcy Code.

Based in Manhattan, Getzler Henrich -- http://getzlerhenrich.com/
-- services companies throughout the U.S. and internationally,
providing a broad array of services in the areas of turnarounds,
workouts, crisis/interim management, corporate restructuring,
bankruptcy, financial advisory, and distressed M&A.  Mr. Hofflich
can be reached at:

      David J. Hofflich
      Getzler Henrich & Associates, LLC
      295 Madison Avenue
      New York, New York 10017
      Phone: 212.697.2400
      Fax: 212.697.4812

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


HARDWOOD P-G: Creditors' Panel Wants J.A. Compton as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas in San
Antonio authorized the Official Committee of Unsecured Creditors
of Hardwood P-G, Inc., and its debtor-affiliates to employ J.A.
Compton & Co., PC, as its accountants.

J.A. Compton will render specialized accounting services to the
Committee for its investigation concerning claims, if any,
involving the transactions between the Debtors and its secured
lenders.  These services include:

     a) assisting the Committee in preliminary due diligence
        investigative work concerning transactions and transfers
        by and between Debtors and its secured lenders;

     b) appearing at hearings requiring expert testimony, if
        identified as a testifying witness; and

     c) performing other accounting services for the Committee as
        may be necessary and required incident to its
        responsibility to investigate the Debtors' transactions.

The current standard hourly rates for J.A. Compton's accountants
and paraprofessionals are:

        Professional                        Hourly Rate
        ------------                        -----------
        Jeff Compton                           $375
        Allen Wendler                          $275
        Jesse Daves                            $230
        Courtney Bragg                         $240
        Mike Howard                            $210
        Alice Krywick                          $180
        Lin Cai                                $155
        Paul Glenn                             $155
        Deana Day                              $125
        David King                             $110
        Debbie Mendoza                          $58

Jeffrey A. Compton, a member at J.A. Compton, tells the Bankruptcy
Court that his firm does not hold or represent any interest
adverse to the bankruptcy estate and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Houston, Texas, J.A. Compton & Co. --
http://www.jacompton.com/--  provides Litigation Support and  
Dispute Resolution Services, Trustee and Fiduciary and Insolvency
Services, and Tax Consulting and Compliance services.  The Company
can be reached at:

        J.A. Compton & Co., PC
        909 Fannin, Ste 3150
        Houston, Texas 77010
        Phone: (713) 659-5080
        Fax: (713) 659-8730

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


HERBST GAMING: Earns $50.8 Million in Year Ended December 31, 2005
------------------------------------------------------------------
Herbst Gaming, Inc., and its subsidiaries disclosed financial
results for the year ended Dec. 31, 2005.

The Company reported net revenues of $535.8 million for the year
ended Dec. 31, 2005, an increase of 43%, or $160.2 million, from
$375.6 million of revenue in the prior year.  

Net income was $50.8 million for the year ended Dec. 31, 2005,
compared with net loss of $8.8 million in the prior year.  The
loss in 2004 was a direct result of the debt refinancing in June
2004 that resulted in approximately $38.0 million of charges from
the early retirement of debt.  Net income for the year ended
Dec. 31, 2005 reflected approximately $3.4 million of charges from
the retirement of assets.  These charges were incurred as a result
of the demolition in the third quarter of a portion of the hotel
rooms of Terrible's Hotel & Casino in Las Vegas in connection with
the construction of its new parking structure and casino floor
expansion.

The results for the year ended Dec. 31, 2005 included the
performance of the casino assets acquired from Grace
Entertainment, Inc., as of Feb. 1, 2005.  These assets consisted
of the St. Jo Frontier Casino in St. Joseph, Missouri, the Mark
Twain Casino in La Grange, Missouri, and the Lakeside Casino
Resort in Osceola, Iowa.

                      About the Company

Headquartered in Las Vegas, Nevada, Herbst Gaming, Inc., owns both
slot route operations and casino operations.  Route operations
involve the exclusive installation and operation of slot machines
in non-casino locations such as grocery stores, drug stores, bars
and restaurants.  Herbst also owns and operates five casino
facilities throughout Nevada: two in Pahrump, one in Henderson,
one in Searchlight, and one in Las Vegas.

                        *     *     *

Herbst's 8-1/2% Series B Senior Subordinated Notes due June 1,
2012 carry Moody's B3 rating and Standard & Poor's B- rating.


INTERNATIONAL GALLERIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------------
International Galleries Inc. delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Texas, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                            $0
  B. Personal Property                $4,991,059
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                      $816,908
  E. Creditors Holding                                    
     Unsecured Priority Claims                         $1,198,772
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     $10,802,538
                                      ----------      -----------
     Total                            $4,991,059      $12,818,218

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their  
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).  
Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets less than $50,000 and debts between $10 million to $50
million.


KERZNER INT'L: Going Private in $3 Billion Acquisition Deal
-----------------------------------------------------------
Kerzner International Limited (NYSE:KZL) and an investor group led
by the Company's Chairman, Sol Kerzner and its Chief Executive
Officer, Butch Kerzner, disclosed that they have signed a
definitive agreement under which the investor group will acquire
the Company for $76.00 in cash per outstanding ordinary share.

The investor group also includes Istithmar PJSC, which is a
significant shareholder of the Company, Whitehall Street Global
Real Estate Limited Partnership 2005, Colony Capital LLC,
Providence Equity Partners, Inc. and The Related Companies, L.P.,
which is affiliated with one of the Company's Directors. The
aggregate transaction value, including the assumption of $599
million of net debt as of December 31, 2005, is approximately $3.6
billion.

The Board of Directors of the Company, upon the unanimous
recommendation of a Special Committee of Directors formed to
evaluate the terms of the transaction, has approved the merger
agreement.  The Special Committee, which includes representatives
of two significant shareholders that are not affiliated with the
investor group, negotiated the price and other terms of the merger
agreement with the assistance of its financial and legal advisors.

In accordance with the merger agreement, the Company and the
Special Committee's advisors, working under the supervision of the
Special Committee, will actively solicit superior proposals during
the next 45 days.  The Kerzners and Istithmar have agreed to
cooperate in this solicitation process.

In the event the merger agreement is terminated, in order for the
Company to enter into a superior transaction arising during the
45-day solicitation period, the investor group will receive a
break-up fee of 1% of the equity value of the transaction or
approximately $30 million.

In addition, in the event of a superior transaction, Sol and Butch
Kerzner have agreed to provide certain transitional services to
the acquiring party for a period of six months and, in the event
of certain all-cash acquisitions, to vote in favor of the superior
transaction.  The Company noted that there can be no assurance
that the solicitation of superior proposals will result in an
alternative transaction.  The Company does not intend to disclose
developments with respect to the solicitation process unless and
until its Board of Directors has made a decision.

"We believe that the acquisition by the investor group represents
an excellent opportunity for the Company's shareholders, and in
addition, we will be actively soliciting other offers to ensure
that value is maximized for all of our shareholders," said Eric
Siegel, Chairman of the Special Committee of the Board of
Directors.

"We are delighted to be able to move forward with this
transaction.  The Company remains fully committed to all of its
current development and expansion plans as scheduled, including
our Phase III expansion on Paradise Island and our joint ventures
in Dubai and Morocco.  Furthermore, our entire team remains
focused on and committed to developing an outstanding proposal in
connection with one of the two casino licenses to be issued by the
Government of Singapore," said Butch Kerzner, Chief Executive
Officer of the Company.  "My father's and my confidence in the
business is reflected by the fact that we will increase our
ownership interest in the Company to about 25% upon the completion
of this transaction.  Throughout this process, it will remain
business as usual for all of our operations and we anticipate that
all employees, including the existing management team, will retain
their current positions after our transaction closes."

The transaction is expected to close in mid-2006 and is subject to
certain terms and conditions customary for transactions of this
type, including the receipt of financing and regulatory approvals.
Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners
have provided commitments to the investor group for the debt
portion of the financing for the transaction.

The transaction also requires approval of the merger agreement by
the Company's shareholders.  The Kerzners and Istithmar, which
together own approximately 24% of the Company's ordinary shares,
have agreed to vote in favor of the transaction.  Upon the
completion of the transaction, Sol Kerzner will remain Chairman of
the Company and will continue to oversee the development and
construction of the Company's projects, and Butch Kerzner will
remain Chief Executive Officer.  The Company will schedule a
special meeting of its shareholders for the purpose of obtaining
shareholder approval. Upon completion of the transaction, the
Company will become a privately held company and its common stock
will no longer be traded on The New York Stock Exchange.

J.P. Morgan Securities Inc. is serving as financial advisor and
Cravath, Swaine & Moore LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are serving as legal advisors to the Special
Committee of the Company's Board of Directors.  Deutsche Bank AG
and Groton Partners LLC are serving as financial advisors and
Simpson Thacher & Bartlett LLP is serving as legal advisor to the
investor group.

                       About Istithmar

Istithmar PJSC is a major investment house based in the United
Arab Emirates focusing on private equity, real estate and other
alternative investments.  Established in 2003, Istithmar was
created with the key mission of earning exceptional returns for
its investors while maintaining due regard for risk.

Istithmar, which means investment in Arabic, applies global
expertise with local insights to coordinate the appraisal and
implementation of various opportunities.  Established with an
initial investment capital pool of $2 billion, Istithmar has, to
date, invested in 30 companies deploying approximately $1 billion
in equity capital.  It currently focuses its activities in four
industry verticals - Consumer, Financial Services, Industrial and
Real Estate.

                       About Whitehall

The Whitehall Street Real Estate Funds are Goldman, Sachs & Co.'s
primary real estate investment vehicle.  Goldman Sachs manages the
Whitehall Funds and is also Whitehall's largest investor.  Since
1991, Whitehall has invested approximately $16 billion of equity
in real estate and other derivative investments with a gross cost
basis of approximately $50 billion.  Its investments have been
made in 20 countries and include interests in real estate assets,
portfolio companies, non-performing loans, mezzanine loans and
other related products.

                     About Colony Capital

Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack Jr., Colony is a private, international investment firm
focusing primarily on real estate-related assets and operating
companies.  At the completion of this transaction, Colony will
have invested more than $20 billion in over 8,000 assets through
various corporate, portfolio and complex property transactions.

Colony Capital is headquartered in Los Angeles, with offices in
Beirut, Boston, Hawaii, Hong Kong, London, Madrid, New York,
Paris, Rome, Seoul, Shanghai, Singapore, Taipei, and Tokyo.

               About Providence Equity Partners

Providence Equity Partners Inc. is a global private investment
firm specializing in equity investments in media and
entertainment, communications and information companies around the
world.  The principals of Providence Equity manage funds with over
$9 billion in equity commitments and have invested in more than 80
companies operating in over 20 countries since the firm's
inception in 1990.  Providence Equity is headquartered in
Providence, Rhode Island and also has offices in New York and
London.

                 About The Related Companies

Headquartered in New York City, The Related Companies, L.P. was
founded in 1972 by Chairman and CEO Stephen M. Ross.  To date,
Related has developed or acquired real estate assets worth over
$10 billion with another $7 billion currently in development. A
fully integrated privately owned firm with divisions in
development, acquisitions, financial services, property
management, marketing and sales, Related is synonymous with
architectural and service excellence, and has significant
developments, partners and affiliates in Miami, Chicago, Boston,
Los Angeles and San Francisco.  Related's historic development of
the 2.8 million square foot Time Warner Center has transformed
Columbus Circle into one of New York City's premier destinations
and has significantly increased the value of commercial and
residential property in the surrounding neighborhoods.

                        About Kerzner

Kerzner International Limited -- http://www.kerzner.com/--  
through its subsidiaries, is a leading international developer and
operator of destination resorts, casinos and luxury hotels.  The
Company is also a 37.5% owner of BLB Investors, L.L.C., which owns
Lincoln Park in Rhode Island and pari-mutuel racing facilities in
Colorado.  In the U.K., the Company is currently developing a
casino in Northampton and received a Certificate of Consent from
the U.K. Gaming Board in 2004.  In its luxury resort hotel
business, the Company manages ten resort hotels primarily under
the One&Only brand.  The resorts, featuring some of the top-rated
properties in the world, are located in The Bahamas, Mexico,
Mauritius, the Maldives and Dubai.  An additional One&Only
property is currently in the planning stages in South Africa.

As of Dec. 31, 2005, the Company had $1,159.4 million in
shareholders equity and approximately 36.5 million ordinary Shares
outstanding.  


KERZNER INT'L: S&P Puts BB- Corp. Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
hotels and a casino owner and operator Kerzner International Ltd.,
including its 'BB-' corporate credit rating, on CreditWatch with
negative implications.
     
The CreditWatch listing reflects the potential for a substantial
increase in the company's debt levels following the signing of a
definitive agreement for the company to be acquired by a private
investor group led by:

   * the company's Chairman, Sol Kerzner; and
   * its Chief Executive Officer, Butch Kerzner.

In addition, the investor group includes:

   * Istithmar PJSC, which is a current shareholder of the
     company;

   * Whitehall Street Global Real Estate Ltd. Partnership 2005;

   * Providence Equity Partners, Inc.;

   * Colony Capital LLC; and

   * The Related Companies L.P.

The aggregate transaction value, including the assumption of
$599 million in net debt outstanding as of Dec. 31, 2005, is about
$3.6 billion.  Closing of the transaction is subject to, among
other things:

   * the execution of a definitive transaction;

   * receiving the required regulatory approvals, including a
     shareholder vote; and

   * the receipt of financing.

However, in accordance with the outlined merger agreement, a
Special Committee of the company's Board of Director's will
actively solicit superior proposals during the next 45 days.
     
In resolving its CreditWatch listing, Standard & Poor's will
monitor the sale process and evaluate the company's financial
strategies and objectives, once the process is complete.  Kerzner
is in the midst of several development and expansion projects, and
will continue to pursue other potential growth opportunities.
Depending on the pro forma capital structure of Kerzner, ratings
could be lowered, but not likely by more than two notches, at the
conclusion of Standard & Poor's analysis.


KERZNER INT'L: $3.6 Billion Merger Prompts Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Kerzner
International Limited on review for downgrade following the
Company's announcement that its Board of Directors has approved a
definitive merger agreement whereby the Company will be acquired
by an investor group.  The investor group, which includes several
private equity funds, will be led by Kerzner's Chairman of the
Board, Sol Kerzner, and its Chief Executive Officer, Butch
Kerzner.

The aggregate transaction price of $3.6 billion, including
assumption of $599 million in net debt reflects a purchase price
multiple of approximately 19 times fiscal year 2005 EBITDA.  Over
the next 45 days the Company will solicit additional proposals,
and should none be accepted the transaction announced is expected
to close in mid-2006.  Given the purchase price, the Company's
leverage ratios are expected to deteriorate significantly from
current levels of about 3.7x.  Moody's review will focus
principally on the Company's capital structure, liquidity to
support future committed development activity and financial policy
priorities.  

Ratings placed on review for possible downgrade:

   Issuer: Kerzner International Limited

      * Corporate Family Rating at Ba3
      * Guaranteed Senior Subordinate ratings at B2

   Issuer: Kerzner International North America, Inc.

      * Guaranteed Senior Subordinate shelf at (P) B2.

Kerzner International Limited is a developer and operator of
destination resorts, casinos and luxury hotels.  The company's
flagship brand is Atlantis, Which includes Atlantic, Paradise
Island, a 2,317-room ocean-themed destination resort located on
Paradise Island, The Bahamas.


LAM RESEARCH: S&P Affirms BB- Rating & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Freemont, California-based Lam Research Corp. to positive from
stable; and affirmed the company's 'BB-' corporate credit rating.
The outlook revision reflects a strengthened financial profile,
which features ample liquidity and no funded debt, in conjunction
with improved, albeit still volatile, operating performance.
      
"The rating continues to reflect Lam's narrow business focus
within the volatile, moderate-visibility semiconductor capital
equipment market," said Standard & Poor's credit analyst Joshua
Davis.

This factor is offset, to some degree, by Lam's leadership market
position in its served segment (etch tools), combined with
adequate financial flexibility deriving from its liquid financial
profile and low financial leverage.  Lam Research has a leading
share of the etch market, a niche segment within the overall
semiconductor capital equipment market.  The company's tools
deposit, etch, and polish microscopically thin layers on the
surface of silicon wafers.  

Competitors include:

   * the diversified Applied Materials Inc., and
   * Tokyo Electron Limited.
     
Etch tools account for approximately 12% of the $30 billion wafer
fabrication equipment market, and Lam has a one-third share of the
market.  Factors affecting Lam's operating profitability include:

   * the inherent cyclicality of the capital equipment market;

   * changes in semiconductor feature sizes, which require greater
     etch capability; and

   * operational initiatives at Lam, including the outsourcing of
     manufacturing and general and administrative functions.

Accelerated investment in 300mm wafer technologies, along with
ongoing line shrinkage, necessitates tool upgrades, as well.
Strong revenue growth of 70% in 2004 was followed by a mere 2%
growth in 2005, to $1.4 billion.  In 2006, a resumption of capital
spending in the semiconductor industry to expand capacity and
upgrade technology is expected to result in more robust revenue
growth than 2005.


LEAR CORP: Moody's Lowers Ba2 Ratings to B2 on Weak Performance
---------------------------------------------------------------
Moody's Investors Service lowered Lear Corporation's Corporate
Family and Senior Unsecured Debt ratings to B2 from Ba2.  The
actions reflect deterioration in Lear's operating performance and
prospects below previous expectations.  Leverage is anticipated to
remain elevated over the intermediate term.

While restructuring initiatives should support earnings and cash
flow over the next two years, the company faces ongoing challenges
of customer concentration, vehicle/platform mix issues, margin
pressure from un-recouped raw material costs, and exposure to
potential disruptive events in the North American automotive
industry.  Debt coverage measurements will be more reflective of a
single B credit.  Although Lear's scores for qualitative factors
under Moody's Auto Supplier methodology recognize strengths in its
scale, leading share in multiple geographic markets, and progress
in diversifying its customer base through growth in new business
volumes, prospective debt protection and profitability ratios more
than offset the company's otherwise sound business profile.  The
outlook remains negative.

Ratings changed;

   * Corporate Family B2 from Ba2

   * Senior Unsecured B2 from Ba2

   * Shelf registration for senior unsecured, subordinated,
     and preferred at (P)B2, (P)Caa1, and (P)Caa2 respectively

Rating affirmed;

   * Speculative Grade Liquidity rating, SGL-3

Lear's SGL rating was revised on March 3, 2006.  The rating
outlook was changed to negative on Jan. 12, 2006.

Lear's strengths recognized in Moody's auto supplier rating
methodology include its leading market shares in seating systems,
interiors and electrical distribution systems in North America,
Europe and, through joint ventures, a significant presence in
select Asian markets.  Similarly, it continues with substantial
scale, efficient quality manufacturing, integrated interior
component offerings and a global footprint which provide certain
advantages and attraction to global automotive OEMs.  Lear has
also been successful in achieving new business awards which will,
over time, grow revenues and diversify its customer base.  Capital
expenditures are expected to retreat from 2005 levels when the
company heavily invested for new business launches.

However, the ratings also incorporate challenges within the
cyclical automotive supplier industry, and, importantly Lear's
dependence upon revenues with General Motors and Ford Motor
Company.  Both GM and Ford are experiencing pressure on their
respective market shares in the critical North American market. In
part this pressure arises from lower volumes in their truck and
SUV product offerings on which Lear historically has had
significantly higher content per vehicle.  

Higher raw material costs, primarily driven by petroleum
derivatives and steel, have had to be absorbed as pricing
arrangements with customers provide limited scope for adjustment,
and more often call for annual price-downs.  As a result, Lear's
scores under the methodology for profitability and cash flow
stability have deteriorated. Similarly, its capital structure has
been weakened from non-cash charges taken during 2005 on the
valuation of its interior business and an allowance against its
deferred tax assets.

While Moody's would expect the company on a consolidated basis to
remain profitable and to be modestly free cash flow generative,
absent endogenous developments within the industry, coverage
ratios have deteriorated and are expected to remain weak over the
next few years.  In 2005 Lear's domestic operations reported
negative earnings before tax, minority interests and equity
income/loss in affiliates in an amount exceeding the non-recurring
charges taken during the year.

Lear also faces significant debt maturities in early 2007 as well
as 2008 and 2009.  It will become more reliant on its committed
revolving credit facility for liquidity support.  Its defined
leverage covenant under its principal bank credit agreement is
scheduled to step-down in two quarterly increments to 3.25 times
at the end of the second quarter of 2006 from the 3.75 times
applicable at year end 2005.  Lear was in compliance with its
covenants at year end 2005, and ought to remain in compliance,
absent external developments, over the next year.  However,
headroom under the covenants could diminish should performance not
stabilize or improve, and effective availability on quarterly
reporting dates could be less than the full amount of the
commitment.  These factors are incorporated into the company's
liquidity rating of SGL-3, representing adequate liquidity over
the next year.

The negative outlook considers substantial current maturities,
downside risks from North American consumer interest in light
trucks, ongoing pressure on margins from high raw material costs,
exposure to developments in GM's and Ford's North American market
share, as well as industry uncertainty arising from negotiations
between GM, the UAW and Delphi Corporation as well as Ford, Tower
Automotive and the UAW.  Developments in the latter issue could
adversely affect Lear's volumes and potentially stress other
suppliers with whom Lear may have some dependency.  Similarly,
Lear's exploration of strategic alternatives for its interior
systems segment could result in a reduction in assets and cash
flows available to support its debt.

Using Moody's standard definitions and excluding certain non-
recurring charges, Lear's debt/EBITDA was approximately 4.7 times
at the end of 2005, and its EBIT/Interest coverage had declined to
roughly 1.4 times.  Lear normally borrows intra-quarter under its
revolving credit facility to finance working capital requirements
and typically reduces outstandings at the end of the period as
customer payments are received.  Leverage ratios using average
borrowings would most likely result in higher leverage
calculations than those involving quarterly reporting dates.  

Free cash flow for 2005 was negative, but is expected to revert to
break-even or slightly positive levels in 2006 and beyond as
capital investments will retreat from 2005 levels and profitable
net new business awards come on stream.  However, free cash flow
and other profitability measures will be more reflective of a B2
Corporate Family rating.

Both the bank debt, which is not rated by Moody's, and the
unsecured notes share certain up-streamed guaranties from domestic
and certain international subsidiaries.  However, the bank
facility does have a security interest in shareholdings in a
limited number of subsidiaries who are not guarantors.  To date,
collateral granted to the banks has not been deemed significant
enough to differentiate the rating of the unsecured notes from the
Corporate Family rating given the relatively limited size of the
pledged companies to the aggregate enterprise.

Similarly, there are no requirements on the parent to maintain any
financial characteristic of these subsidiaries or assets within
those entities whose shares are pledged.  However, if incremental
security or other enhancements were given for the bank credit
facilities that did not similarly benefit the unsecured notes, a
rating differential on the unsecured notes could develop.  
Indentures for the public notes constrain the borrower's and its
guaranteeing subsidiaries ability to grant collateral interests
without ratably securing the notes.

Developments that could lead to a stable rating outlook include
stabilization of industry conditions and market shares in North
America, successfully addressing current debt maturities that
would improve Lear's liquidity position, and improving margins
which would result in debt/EBITDA retreating below 4 times,
EBIT/Interest coverage approaching 2 times, and improved headroom
under its financial covenants.  Developments that could lead to
lower ratings include recurring negative free cash flow, further
deterioration in margins which would lead to debt/EBITDA of 6
times or higher, and interest coverage falling below 1 time.

Lear Corporation, headquartered in Southfield, Michigan, is an
integrator of automotive interiors, including seat systems,
interior trim and electrical systems.  The company had revenues of
$17 billion in 2005 and has more than 110,000 employees in 34
countries.


LEASE INVESTMENT: Fitch Downgrades Four Note Class Ratings to C
---------------------------------------------------------------
Fitch took these rating actions on the Lease Investment Flight
Trust (LIFT) aircraft securitization as outlined below:

   -- Class A-1 notes affirmed at 'BB+'
   -- Class A-2 notes affirmed at 'BB+'
   -- Class A-3 notes affirmed at 'BBB-'
   -- Class B-1 notes downgraded to 'CCC' from 'B-'
   -- Class B-2 notes downgraded to 'CCC' from 'B-'
   -- Class C-1 notes downgraded to 'C' from 'CCC'
   -- Class C-2 notes downgraded to 'C' from 'CCC'
   -- Class D-1 notes downgraded to 'C' from 'CC'
   -- Class D-2 notes downgraded to 'C' from 'CC'

Cash flows have only been sufficient to cover minimum principal
payments on the A, B, and C classes.  All classes have continued
to pay interest.  However, the D class has needed to utilize its
$11 million liquidity reserve in certain instances to cover
interest payments.  As of the February 2006 payment date, the
reserve balance was only $2.27 million.  Fitch anticipates the
depletion of the entire reserve in the near term.

The under funding of the liquidity reserve in conjunction with
large amounts of required expense accrual and maturity step-up
interest on Classes A-1 and A-2 prevents current cash flows from
being sufficient to pay any principal beyond the minimum.  Fitch
feels that this trend will continue going forward.

Fitch anticipates that the current issues stated above will only
be exacerbated by the amount of cash that will be available to the
trust in the future.  Fitch's analysis incorporated expected cash
flow to be available to the trust over the remaining life of the
transaction.  This expectation is based on several factors
including:

   * aircraft age,
   * current portfolio value,
   * potential lease rates, and
   * perceived liquidity of the portfolio.

LIFT is a Delaware business trust formed to conduct limited
activities, including:

   * the issuance of debt; and

   * the:

        -- buying,
        -- owning,
        -- leasing, and
        -- selling of commercial jet aircraft.

LIFT originally issued $1.4 billion of rated notes in June 2001.
Primary servicing on LIFT's aircraft is being performed by GE
Capital Aviation Services, wholly owned by General Electric
Corporation while the administrative agent role is being performed
by Phoenix American Financial Services, Inc.


LIBERTY GLOBAL: Posts $80 Million Net Loss for Fiscal Year 2005
---------------------------------------------------------------
Liberty Global, Inc. reported its financial results for the fiscal
year ended Dec. 31, 2005.

For the fiscal year ended Dec. 31, 2005, Liberty Global incurred a
$80,097,000 net loss on $4,900,148 of total revenues.  That
compares to a $21,481,000 net loss on $2,846,780 of total revenues
for the year ended Dec. 31, 2004.  

At Dec. 31, 2005, Liberty Global's balance sheet showed
$23,378,529 in total assets and $13,765,575 in total liabilities.  
The Company balance sheet shows a $1,732,527 accumulated deficit
at Dec. 31, 2005.    

             Going Concern Doubt for Two Subsidiaries

Two auditing firms expressed a going concern opinion on Liberty
Global's two subsidiaries, Torneos y Competencias S.A. and
UnitedGlobalCom, Inc.

Finsterbusch Pickenhayn Sibille, the Argentine member firm of KPMG
International, expressed substantial doubt about Torneos y
Competencias' ability to continue as a going concern after
auditing the Company's financial statements for the years ended
December 31, 2004 and 2003.  The auditing firm pointed to the
Company's default with respect to two bank loans, past due
payments on certain loans and a net working capital deficiency at
Dec. 31, 2004.

Arthur Andersen LLP expressed substantial doubt about
UnitedGlobalCom's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2001.  The auditing firm pointed to the Company's
recurring losses from operations, its default under certain of its
significant bank credit facilities, senior notes and senior
discount note agreements, which resulted in a significant net
working capital deficiency.

A full-text copy of Liberty Global's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?6b9

                     About Liberty Global

Headquartered in Englewood, Colorado, Liberty Global, Inc. is an
international broadband communications provider of video, voice
and Internet access services, with consolidated broadband
operations in 19 countries, primarily in Europe, Japan and Chile.  
Through its indirect wholly owned subsidiary UGC Europe, Inc., and
its wholly owned subsidiaries UPC Holding B.V. and Liberty Global
Switzerland, Inc., collectively Europe Broadband, Liberty Global
provides video, voice and Internet access services in 13 European
countries.  Through Liberty Global's indirect controlling
ownership interest in Jupiter Telecommunications Co., Ltd., the
Company provides video, voice and Internet access services in
Japan.  Through the Company's indirect 80%-owned subsidiary VTR
GlobalCom, S.A., it provides video, voice and Internet access
services in Chile.

                       *     *     *

As reported in the Troubled Company Reporter on Feb 22, 2006,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to U.S.-listed, international cable
operator Liberty Global Inc.  The outlook is stable.


LIBERTY HOUSING: S&P Knocks $2 Million Revenue Bonds' Rating to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Liberty
Housing Development Corp., N.Y.'s $2 million housing revenue bonds
to 'D' from 'AA-'.
     
The downgrade reflects the failure of the trustee, Wells Fargo
Bank N.A., to make the Feb. 1, 2006, principal and interest
payment to bondholders.
     
Although there was sufficient money on hand to make the full
payment to holders on Feb. 1, the trustee determined that it
should not make an interest payment until money was received from
FHA.  On Jan. 12, 2006, the assignment of the mortgage note was
recorded by FHA.  The initial payment from FHA has been received.
The trustee will pay the missed interest on April 3, 2006, but
will not be paying the principal due at this time.  The trustee
will pay all principal due once it receives the remaining
insurance proceeds from FHA.  It is expected that bondholders will
be paid in full.
     
Standard & Poor's will continue to monitor this issue until full
payment is made to bondholders.


LONDON FOG: Files for Chapter 11 Protection in Nevada
-----------------------------------------------------
The London Fog Group initiated a major financial restructuring of
its business and filed a voluntary petition to reorganize under
Chapter 11 of the United States Bankruptcy Code.  London Fog Group
is pursuing the Chapter 11 filing principally as a result of the
group being unable to secure sufficient working capital and other
financing to properly fund its operations.  The petition was filed
in the U.S. Bankruptcy Court for the District of Nevada, in Reno.
Subject to court approval, the Company plans to continue to
operate its business under Chapter 11, as it implements its
restructuring.

                  $40 Million DIP Financing Pact

Supporting London Fog Group's working capital needs during its
reorganization, Wachovia Bank, N.A. has agreed to provide London
Fog Group with $40 million in debtor-in-possession (DIP)
financing. The Company is currently seeking Bankruptcy Court
approval of the financing package.

David Greenstein, CEO of the London Fog Group, commented; "We have
forged three very attractive businesses targeting distinct
markets, yet we find ourselves without sufficient capital to fund
the full group's expected growth. London Fog Group has determined
to divest our Pacific Trail business as it represents a very
strong group of nationally recognized, successful brands with
excellent prospects for growth. Given our desire to move quickly,
combined with or duty to best serve the long-term interests of our
stakeholders, the divestiture of Pacific Trail was the logical
choice to effect a transaction quickly.

                  About the London Fog Group

The London Fog Group -- http://www.londonfoggroup.com/-- is  
comprised of three principal operations:

     * London Fog -- http://www.londonfog.com/-- is a great  
American apparel brand, ranked #32 of the top 100 brands by
Women's Wear Daily. Created in the 1920s, London Fog became the
ubiquitous symbol of American rainwear with the introduction of
the classic trench. Today, London Fog is being made into a
powerful must-have global lifestyle brand in the designer tier,
showcased in the most prestigious retail venues and with the
highest caliber product in fashion, accessories, outerwear and
fragrance.

     * Pacific Trail http://www.pacifictrail.com/-- is a quietly  
powerful brand with an 60-year tradition of quality in the
outerwear and sportswear world, and roots as an authentic
Northwest lifestyle brand. The brand has a powerful emotional
connection to the rugged outdoor life and leisure of the Pacific
Northwest, and a prominent position at major national retailers.
Pacific Trail is currently growing its consumer presence and
retail footprint with additional licensing and new product
development.

     * Homestead -- http://www.homesteadbrands.com-- is the  
premier designer and manufacturer of home fashions in the U.S.
today. The company has extensive experience in a wide range of
home textiles for major designers and private label brands. The
Homestead portfolio includes brands such as Angela Adams, Collier
Campbell, Nancy Koltes, Dreams by Peacock Alley, Preston Bailey,
Jeffrey Bilhuber, The Art of Home Ann Gish, Cubanitas, MaryJane
Butters, Pacific Trail Home and others.


LONDON FOG: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: London Fog Group, Inc.
        1700 Westlake Avenue North, Suite 200
        Seattle, Washington 98109-3012

Bankruptcy Case No.: 06-50146

Debtor affiliates filing separate chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      PTI Holding Corp.                    06-50140
      The Mounger Corp.                    06-50141
      Homestead Holdings, Inc.             06-50142
      PTI Top Company, Inc.                06-50143
      The Scranton Outlet Corp.            06-50144
      Pacific Trail, Inc.                  06-50145

Type of Business: London Fog Group, Inc. is a leading fashion
                  company that designs and retails the latest
                  styles in jackets and other professional
                  apparel.  See http://londonfog.com/

                  The company and its affiliates previously filed
                  for chapter 11 protection on September 27, 1999  
                  (Bankr. D. of Delaware, Lead Case No. 99-03446).

Chapter 11 Petition Date: March 20, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Debtors' Financial Advisor: Avalon Group, Ltd.

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtors' Consolidated List of 25 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Arshad Corp.                                 $3,761,308
Mohammad Arshad
1088 Jail Road
Faisalabad, Pakistan

Gun Yong Trading Co.                         $1,467,444
684-22 Yeoksam-1 Dong
Kangnam-KU
Seoul, Korea

Jintex Asia                                  $1,216,635
Jing An, China Tower No. 1701
Beijing Road
Shanghai, China

Wing Tai Company                               $928,011
Unit 1902, 19th Floor, Ginza
Plaza No. 2A, Sai Yeung
Shoi Street South, Mongkok Ko
Hong Kong, China

Liberty Mills                                  $919,051
Ashraf Mukaty A/51-A
Karachi, Pakistan

Yea Han Trading Co. Ltd.                       $832,293
Flat/Room 1602, Wu Wang Hse
655 Nathan Road, Mongkok Kowloon
Hong Kong, China

CK Global Inc.                                 $664,796
Suite #412 Miliana-1 CHA
99-1 Karak-Dong, Songpa Ku
Seoul, Korea

Sinovan Enterprise Co. Ltd.                    $584,618
No. 22-B
Lane 81 Sha Men Street
Taipei, Taiwan

Paraford Ltd.                                  $486,304
Room 602, 6th Floor Bupa Centre
173-174 Gloucester Road
Hong Kong, China

Jenny's Garments, Inc.                         $463,313
C. Raymundo Avenue, Maybunga
Pasig City, Philippines

ASD Asia Ltd.                                  $427,225
WLV B-Dong 1211/12
Gasan-Dong 371-62
Seoul, Korea

Imperial Garments                              $304,852
No. 179/4 Ragama Road
Kadawatha, Sri Lanka

Kuehne & Nagel, Inc. - Seattle                 $287,395
150 West Hill Place
Brisbane, CA 94005-1216

TIAA-CREF                                      $212,184

Levi Strauss & Co.                             $155,070

Distribution Resources, Inc.                   $143,013

UPS                                            $135,122

Res Exhibits                                   $117,389

Wan Hsin Co. Ltd.                              $117,007

The Weather Company                            $114,605

Amson Textile Mills                            $106,003

BDO Seidman LLP                                 $98,400

Saemaul                                         $97,319

Chiles & Co., Inc.                              $81,905

Jack Resnick & Sons, Inc.                       $60,387
  

LONDON FOG: Perry Ellis Offers $14.5 Million for Pacific Trail
--------------------------------------------------------------
The London Fog Group is taking the first step in its financial
restructuring, by pursuing a prompt sale of its Pacific Trail
outerwear business.  

The Company has entered into an asset purchase agreement with
Perry Ellis International, as a "stalking horse" bidder, to
acquire the Pacific Trail brands, certain licenses and other
specified assets, and assume certain performance and other
obligations solely in respect of the purchased assets, for a total
cash purchase price of $14.5 million, subject to adjustment and to
Perry Ellis rights of continuing due diligence for a limited
period in accordance with the terms of the agreement.

Upon court approval, London Fog Group will hold an auction for the
assets of Pacific Trail in the immediate future.

The sale transaction will be conducted pursuant to section 363 of
the Bankruptcy code and is subject to any "higher and better
offers" to be submitted through an auction process to be
administered by the U.S. Bankruptcy Court.

Parties interested in participating in the Pacific Trail auction
should contact Lynda Davey, CEO of the Avalon Group Ltd., by
telephone at 212/764-5610.

"Pacific Trail is an authentic Northwestern brand that has
established a strong presence at over 10,000 retailers and has
been positioned for rapid growth in the outwear, sportswear,
footwear and home textile markets," David Greenstein, CEO of the
London Fog Group, commented.  "This combined with Pacific Trail's
tremendous team and geographic reach make us confident that its
strengths will be recognized in the auction process and have
already been reflected in a strong initial bid."

                  About the London Fog Group

The London Fog Group -- http://www.londonfoggroup.com/-- is  
comprised of three principal operations:

     * London Fog -- http://www.londonfog.com/-- is a great  
American apparel brand, ranked #32 of the top 100 brands by
Women's Wear Daily. Created in the 1920s, London Fog became the
ubiquitous symbol of American rainwear with the introduction of
the classic trench. Today, London Fog is being made into a
powerful must-have global lifestyle brand in the designer tier,
showcased in the most prestigious retail venues and with the
highest caliber product in fashion, accessories, outerwear and
fragrance.

     * Pacific Trail http://www.pacifictrail.com/-- is a quietly  
powerful brand with an 60-year tradition of quality in the
outerwear and sportswear world, and roots as an authentic
Northwest lifestyle brand. The brand has a powerful emotional
connection to the rugged outdoor life and leisure of the Pacific
Northwest, and a prominent position at major national retailers.
Pacific Trail is currently growing its consumer presence and
retail footprint with additional licensing and new product
development.

     * Homestead -- http://www.homesteadbrands.com-- is the  
premier designer and manufacturer of home fashions in the U.S.
today. The company has extensive experience in a wide range of
home textiles for major designers and private label brands. The
Homestead portfolio includes brands such as Angela Adams, Collier
Campbell, Nancy Koltes, Dreams by Peacock Alley, Preston Bailey,
Jeffrey Bilhuber, The Art of Home Ann Gish, Cubanitas, MaryJane
Butters, Pacific Trail Home and others.


LORBER INDUSTRIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Lorber Industries of California, delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Central
District of California, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property               $25,580,387
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $19,517,517
  E. Creditors Holding                                    
     Unsecured Priority Claims                           $243,379
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                      $4,979,830
                                     -----------      -----------
     Total                           $25,580,387      $24,740,726

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized  
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case Nos. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
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.


LORBER INDUSTRIES: Hires Jeffer Mangels as Bankruptcy Counsel
-------------------------------------------------------------
Lorber Industries of California sought and obtained authority from
the U.S. Bankruptcy for the Central District of California to
employ Jeffer, Mangels, Butler & Marmaro LLP as its bankruptcy
counsel.

Jeffer Mangels is expected to:

    a. advise the Debtor regarding its rights and responsibilities
       in the chapter 11 proceedings;

    b. advise and assist the Debtor in connection with the
       preparation of certain documents to be filed with the Court
       or the Office of the U.S. Trustee, including, without
       limitation, Schedules of Assets and Liabilities, Statement
       of Affairs, Statement of Equity Security Holders, Interim
       Statement, Operating Reports, and other documents;

    c. represent the Debtor with respect to bankruptcy issues in
       the context of its chapter 11 case, and any adversary
       proceedings whose outcome could affect the administration
       of the bankruptcy case; and

    d. advise, assist and represent the Debtor in the negotiation,
       formulation and confirmation of a plan of reorganization.

Joseph A. Eisenberg, Esq., a partner at Jeffer Mangels, tells the
Court that the Firm's professionals bill:

    Professional                Designation       Hourly Rate
    ------------                -----------       -----------
    Joseph A. Eisenberg, Esq.   Partner              $675
    John A Graham, Esq.         Partner              $550
    David M. Poitras, Esq.      Partner              $495
    Steven M. Spector, Esq.     Counsel              $575
    Thomas M. Geher, Esq.       Counsel              $440
    Melanie Ezerzer             Paralegal            $175

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

Mr. Eisenberg can be reached at:

         Jeffer, Mangels, Butler & Marmaro LLP
         1900 Avenue of the Stars, 7th Floor
         Los Angeles, California 90067
         Tel: (310) 203-8080   
         Fax: (310) 203-0567
         http://www.jmbm.com/

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized  
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case Nos. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  The Debtors'
Schedules show $25,580,387 in assets and $24,740,726 in
liabilities.  


MERIDIAN AUTOMOTIVE: Wants Guardian Automotive Settlement Approved
------------------------------------------------------------------
Before Meridian Automotive Systems, Inc., and its debtor-
affiliates filed for bankruptcy, they awarded their U222 Grilles
business to Guardian Automotive Corporation, a supplier of
external vehicle systems.  Pursuant to the terms of the
Guardian Award, Guardian designed the Parts for approval of an
OEM customer of the Debtors and incurred significant design
costs.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the parties agreed that the
Design Costs would be passed through the Debtors through a
scheduled increase in the price of the Parts over a period of
four years.

After Guardian started to perform pursuant to the Guardian Award,
Guardian requested an increase in the annual price for
manufacturing the Parts.  The Debtors did not agree to Guardian's
request.  Consequently, the Debtors resourced the production of
the Parts to another automotive supplier and terminated the
Guardian Award.

Due to the technical design of the Parts, the Alternate Supplier
required copies of the drawings to produce the Parts.  In light
of the Termination, Guardian was unwilling to provide the Debtors
or the Alternate Supplier with the Drawings absent an agreement
with respect to recovery of the Design Costs, Mr. Brady tells the
Court.

To consensually resolve the issues between them, the Debtors and
Guardian entered into a settlement agreement, which provides
that:

    (a) the Debtors agree to pay Guardian $290,733 in four equal
        monthly installments of $72,683;

    (b) the Debtors and Guardian agree to mutually release each
        other from any and all claims relating to the Termination;
        and

    (c) Guardian has conveyed to the Debtors a copy of the
        Drawings and has granted to the Debtors a paid-up,
        royalty-free, non-exclusive license to reproduce,
        distribute copies of, and make derivative works from the
        Drawings solely for the purposes of the manufacture or
        having a third party manufacture the Parts.

Because the Drawings are complete and meet the Customer's
specifications, the Alternate Supplier will not incur any
additional Design Costs to manufacture the Parts.  Therefore, the
Settlement Payment accelerates the Debtors' payment of the Design
Costs.  The Settlement Payment also represents an amount less
than 50% of the actual design costs.

The Debtors will be reimbursed by the Customer for any Design
Costs passed through the Debtors by Guardian for the Parts.

Mr. Brady contends that any delay or uncertainty associated with
resolving the issue of the Debtors' right to use the Drawings
could result in production delays, which in turn could subject
the Debtors and their estates to damage claims by the Customer if
they are unable to timely deliver the Parts.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Settlement.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Inks Sale-Leaseback Deal With First Ind'l.
---------------------------------------------------------------
Beginning in November 2005, Meridian Automotive Systems, Inc., its
debtor-affiliates and their advisors identified and contacted
several potential financing sources interested in, and possessed
the capabilities and expertise to, consummate a sale and leaseback
of their recently constructed 234,000-square foot manufacturing
facility situated on 22.3 acres in Grand River Avenue,
Fowlerville, Michigan.

As a result of this process, First Industrial Acquisitions, Inc.,
submitted a proposal, which fit with the Debtors' needs and
objectives.  Accordingly, the parties entered into negotiations
in December 2005 over specific terms of the Transaction and
executed a non-binding letter of intent on Jan. 26, 2006.

The sale/leaseback financing transaction would provide the
Debtors with liquidity on terms that constitute a favorable
component of the expected overall financing package upon their
exit from bankruptcy, while still allowing them to operate at the
Facility, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, asserts.

Accordingly, Meridian Automotive Systems, Inc., and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
District of Delaware to:

    (a) consummate the sale of the Facility to First Industrial
        Acquisitions for an aggregate purchase price of
        $18,263,000; and

    (b) simultaneously enter into a lease with First Industrial
        Acquisitions, as landlord, for the Facility.

                            Sale Agreement

The salient terms of the Sale Agreement include:

    Seller:         Meridian Automotive Systems, Inc.

    Purchaser:      First Industrial Acquisitions, Inc., or its
                    assigns

    Purchase Price: $18,263,000, inclusive of an Earnest Money
                    Deposit

    Earnest Money
    Deposit:        $500,000

    Closing
    Expenses:       capped at $200,000

    Final Closing
    Date:           The closing date will occur on the date that
                    the Debtors' plan of reorganization takes
                    effect, including the closing and funding of
                    other exit financing necessary to implement
                    the Plan.

Mr. Brady relates that the Purchaser will be given time to
inspect the Property and conduct due diligence.  If the Purchaser
finds the Property unacceptable, the Purchaser will notify MASI.
If the defect is not cured by MASI, the Purchaser has the right
to terminate the Sale Agreement and is entitled to the refund of
its Earnest Money Deposit, the payment of a $200,000 commitment
fee, and the reimbursement of certain reasonable fees and
expenses capped at $200,000.

On the date that is the later of the last day of the Inspection
Period or the last day of any adverse matter cure period, the
Commitment Fee will increase to $250,000.  After this Due
Diligence Expiration Date, the Purchaser would only be entitled
to receive its Earnest Money Deposit, the Commitment Fee and
Expense Reimbursement in the limited circumstances, which
include:

    (a) the Debtors' failure to file a plan of reorganization by
        July 31, 2006,

    (b) the effective date of the Debtors' plan fails to occur by
        Oct. 31, 2006, or

    (c) the occurrence of a material adverse change in the
        financial condition of the Debtors' or the Property.

The Purchaser would also be entitled to a return of its Earnest
Money Deposit and payment of the Commitment Fee and Expense
Reimbursement in the event the Debtors terminate or otherwise
repudiate the Sale Agreement on grounds other than pursuant to a
default by the Purchaser, Mr. Brady adds.

                          Lease Agreement

The principal terms of the Lease include:

    Tenant:         Meridian Automotive Systems, Inc.

    Landlord:       First Industrial Acquisitions, Inc., or an
                    affiliate or an assignee

    Lease:          The Lease is a "net" "bond" leasing
                    arrangement, requiring the Tenant to pay all
                    operating expenses, maintenance, taxes,
                    insurance, and structural and non-structural
                    repairs.

    Primary Lease
    Term:           15 years, commencing on the Final Closing
                    Date.

    Renewal Term:   The Debtors will have four to five-year
                    extension options at 95% of "fair market"
                    rates but not less than the average of the
                    last three years prior to the then renewal
                    option -- with subsequent annual 2% increases
                    during any extension term.

    Rent:           The first year's base rent will be $1,844,563
                    with 2% annual escalations of the prior year's
                    rent occurring thereafter.  Rent is payable in
                    monthly installments and is due in advance.

    Security/Damage
    Deposit:        On or before the commencement date of the
                    Lease, Tenant will deliver to Landlord an
                    irrevocable letter of credit in the amount of
                    $3,500,000.  In the event that at any time
                    subsequent in the Debtors' emergence from
                    bankruptcy, Landlord has either:

                    (a) a Standard & Poor's credit rating of B or
                        higher and a Moody's credit rating of B3
                        or higher; or

                    (b) a Moody's credit rating of B2 or higher
                        and a Standard & Poor's credit rating of
                        B- or higher, and provided Tenant does not
                        have an investment grade rating from
                        either agency that entitles Tenant to
                        cease the maintenance of the L/C,
                        the amount of the L/C will be reduced to
                        $2,500,000.

                    If during the term of the lease, the Landlord
                    receives from either Standard & Poor's or
                    Moody's an investment grade credit rating, and
                    its credit rating from the other agency is no
                    more than one level below investment grade,
                    Tenant will no longer be required to maintain
                    a L/C and the L/C will be cancelled.

                    However, in the event of a subsequent decrease
                    in the Tenant's credit rating, the Tenant is
                    required to reinstate or modify, as the case
                    may be, the amount of the L/C, so that it
                    is in compliance with the Lease despite the
                    fact that it may have previously qualified to
                    maintain the L/C in a lower amount or not at
                    all.

The Debtors also ask the Court to determine that the Agreements
are postpetition contracts under which First Industrial
Acquisitions would have an administrative claim for any claim or
right of payment that it may have against them under the
Agreements arising or accruing prior to their exit from
bankruptcy.

The Debtors submit that the payment of the Commitment Fee and the
Expense Reimbursement is necessary to induce the Purchaser to
invest the capital and take the risk of pursuing the Transaction.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Has Until July 1 to Remove Civil Actions
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Meridian Automotive Systems, Inc., and its debtor-affiliates' time
to file notices of removal of prepetition civil actions to and
including July 1, 2006.

As reported in the Troubled Company Reporter on Feb. 23, 2006, the
extension will give the Debtors more time to make fully informed
decisions concerning removal of each pending prepetition civil
action and will assure that they do not forfeit valuable rights
under Section 1452 of the Judiciary and Judicial Procedures Code.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, assured the Court that the rights of the
Debtors' adversaries will not be prejudiced by an extension
because any party to a prepetition action that is removed may seek
to have it remanded to the state court pursuant to Section 1452(b)
of the Bankruptcy Code.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MILLS CORP: Asking Bank Lenders to Waive Reporting Defaults
-----------------------------------------------------------
The Mills Corporation and The Mills Limited Partnership informed
the Securities and Exchange Commission on March 17, 2006 that
their annual report for the year ended Dec. 31, 2005, will be
late.  Mills Corp. and Mills LP file joint annual reports with the
SEC.  The Companies said that they can't give a definite date for
the filing of their 2005 Form 10-K.

Mills failed to meet the SEC filing deadline because they have not
completed their financial statements for 2005 or the restatement
of their previously filed audited financial statements for the
periods 2000-2004 as well as quarterly unaudited financial
statements for the first three quarters of 2005.

The Companies are restating their financial statements to correct
accounting errors related to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of compensation expense related to The Mills
Corporation Long-Term Incentive Plan.

In addition to the accounting for the MEI-related investments and
LTIP, among the areas under review are revenue recognition, cost
capitalization, lease accounting, accounting for sales of real
estate and purchase price allocations to acquired operating
properties.

Mills say that they will file their 2005 Form 10-K after the Audit
Committee of the Board of Directors of The Mills Corporation, with
the assistance of Gibson, Dunn & Crutcher, LLP, the Audit
Committee's outside counsel, completes an independent
investigation addressing the restatements.

Ernst & Young LLP, their auditors, will also need to complete
audit procedures relating to the 2005 financial statements and the
prior period restated financial statements.

                     Asking Lenders for Waivers

Under the terms of its revolving credit facility, Mills Corp. is
Required to complete the restatement of its financial statements
by Apr. 1, 2006.  The Company is seeking an extension from the
lenders under that facility of the time for completing the
restated financial statements and issuing its 2005 audited
financial statements.  At the same time, the Company will seek a
waiver of any covenant defaults that may exist, in order to obtain
borrowing capacity under its credit facility.

Headquartered in Arlington, Virginia, The Mills Corporation --
http://www.themills.com/-- is a developer, owner and manager of a   
diversified global portfolio of retail destinations including
regional shopping malls, market dominant retail and entertainment
centers, and international retail and leisure destinations.  It
currently owns 42 properties in the U.S., Canada and Europe,
totaling 51 million square feet. In addition, The Mills has
various projects in development, redevelopment or under
construction around the world.  Its portfolio of real estate
properties generated more than $8.7 billion in retail sales in
2004.  The Mills is traded on the New York Stock Exchange under
the MLS ticker.


MULTIPLAN INC: Moody's Junks Rating on $250 Mil. Proposed Notes
---------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to the proposed
$450 million Senior Secured credit facilities and a (P)Caa1 rating
to the proposed $250 million subordinated notes of MultiPlan, Inc.  
Moody's also assigned a Corporate Family Rating of (P)B2 to
MultiPlan.  The outlook for the ratings is stable. Moody's will
withdraw the ratings of MultiPlan at the close of the proposed
transaction.

The rating actions follow the Feb. 15, 2006, announcement that the
Carlyle Group will acquire MultiPlan, Inc., for a total
transaction value of $1.04 billion, including the payment of
transaction costs and other expenses.  Carlyle will fund the
acquisition and the retirement of $116 million of MultiPlan's
existing debt through a $383 million equity contribution as well
as the proceeds from the proposed debt financing.  In connection
with the proposed acquisition, Multiplan Merger Corporation
intends to issue new $450 million Senior Secured First Lien Credit
Facilities and $250 million of Senior Subordinated Notes.
Following the completion of the acquisitions, MultiPlan Merger
Corporation will merge with MultiPlan, Inc., the operating entity.  
At the completion of the merger, MultiPlan, Inc. will remain as
the surviving entity and MultiPlan Merger Corporation will cease
to exist.

The ratings reflect the considerable increase in financial
leverage, substantial drop in interest coverage, and the low level
of free cash flow compared to outstanding debt resulting from the
proposed transaction.  With an increase in debt from $116 million
at the end of 2005 to $650 million upon the close of the proposed
transaction, the debt to adjusted EBITDA for the twelve months
ended Dec. 31, 2005, will increase to over 6.3 times at the end of
2006, up from 1.6 times at the end of 2005. Similarly, interest
coverage, as measured by adjusted EBITDA to interest, falls from
12 times at the end of 2005 to 1.6 times at the end of 2006.  
After adjusting for operating leases, Moody's anticipates that the
free cash flow to debt ratio will fall from approximately 50% in
2005 to a range of 4% to 6% at the end of 2006.

The ratings also consider the high concentration of revenues as
the top three customers account for almost 40% of revenues and its
largest customer accounts for over 25% of MultiPlan's revenues.  
This concentration risk is partially offset by the following
factors: low customer turnover, long-term relationships, and high
customer switching costs.

The ratings also reflect the company's limited size and scope,
pricing pressure in its product lines, and the competitive nature
of the industry, especially for primary PPO network services.
Moody's is concerned that the company will try to offset these
issues through continued acquisitions of other managed care
companies, which could potentially pressure the existing credit
metrics while increasing operational risk.

Moody's believes that continued managed care consolidation could
negatively affect the company as its larger customers gain greater
bargaining power by expanding its membership base through
acquisitions.  Managed care acquisitions could also result in
lower demand for the company's services if MultiPlan customers are
able to fill in gaps in its existing networks while establishing
networks in new regions and states, which may prove to better
serve its clients through internal networks.  Moody's does note,
however, that MultiPlan has benefited from the recent wave of
consolidation of payers as existing clients increased the volume
of claims that they submit through MultiPlan.

The ratings also consider MultiPlan's leading market share in the
provision of preferred provider organization services.  MultiPlan
has been able to attract new customers and increase volume at
existing customers by expanding its already broad network of
providers and facilities while continuing to offer significant
savings to both by obtaining deep discounts from providers.
Multiplan has also been able to improve the timeliness and
accuracy of reporting claims to its clients in addition to
lowering the cost to process these claims by establishing
electronic data interface links while using other technology to
automate the re-pricing of claims.

MultiPlan's scalable technology platform has allowed the company
to effectively integrate the merger of U.S Health and realize the
anticipated synergies from this merger while managing rapid growth
in the processing of transaction volume with only minimal
incremental costs.  While internal growth and the acquisition of
U.S Health has resulted in an increase of claims volume from
13.4 million in 2003 to 36.8 million in 2005, adjusted EBITDA
margins expanded by 1600 basis points during this same time
period. Further, while revenue doubled from $95 million at the end
of 2003 to $194 million at the end of 2005, total expenses
increased only from $83 million to $105 million, despite a 70%
increase in sales and marketing expenses and over a 100% increase
in operating costs.  Results did benefit from an $11 million drop
in general and administrative expenses in 2005.  As such,
MultiPlan was able to generate $88 million in free cash flow while
repaying $70 million in debt since the close of the U.S Health
merger in April 2004.

As the largest provider of preferred provider organization
networks, the company benefits from the following favorable
industry trends: continued growth in enrollment in PPO plans at
the expense of more restrictive plans; continued medical
inflation; an increase in volume of claims due to demographics and
new technologies and procedures.  As noted earlier, the company
benefits from low churn in its customer base and provider network.

The stable outlook reflects Moody's belief that the company will
increase revenues by 7% to 9% on an internal basis based on the
following factors: the ability to generate more claims from
existing customers by continued EDI implementation; expansion into
new geographies and the introduction of new products such as fee
negotiation; the addition of providers and the selective use of
secondary extender networks to broaden and deepen its network;
ability to attract new clients such as third party associations
and regional managed care companies while gaining deeper discounts
through better discounts with existing providers; continued
medical cost inflation, and the establishment of new reimbursement
methodologies.

Moody's anticipates that solid revenue growth will translate into
free cash flow of $20 to $40 million over the next two years due
to stable operating margins, low working capital investments and
minimal capital expenditures.  This will be offset by higher
interest expense resulting from additional debt related to the
proposed transaction. Moody's expects working capital to remain
only a slight use of funds and that the company will only need to
spend between $5 million to $10 million a year on capital
expenditures to support and maintain its existing infrastructure.

The ratings could face upward pressure if the company is able to
accelerate the rate of internal revenue growth while realizing
cost synergies much sooner than anticipated, which would likely
result in a greater expansion of operating cash flow and more
rapid repayment of debt.  The ratings could also become more
favorable if the company is able to sustain adjusted operating
cash flow and free cash flow to adjusted debt ratios of 7% to 12%
and 5% to 10%, respectively.

The ratings could face downward pressure if there is a significant
delay in expected debt repayment or a material contraction in the
level of operating cash flow.  The ratings could also become more
unfavorable if the company's credit metrics deteriorate and result
in operating cash flow and free cash flow to adjusted debt ratios
below 5% to 6% and 3% to 4%, respectively.  Further pressure could
arise if the company were to become highly reliant on its
revolving credit facility to fund its working capital and capital
expenditure needs.

The (P)B2 ratings for the senior secured credit facilities reflect
the security and guarantee by all assets of MultiPlan and its
subsidiaries.  The senior secured credit facilities are rated on
the same level as the corporate family rating due to the fact that
the facility consists of such a significant portion of the overall
capital structure and may not have adequate protection under a
distressed scenario.  Once the transaction closes, Moody's expects
that goodwill will account for 75% to 85% of total assets in 2006,
which results in minimal asset coverage and does not offer the
company much in terms of alternate liquidity.

The (P)Caa1 rating for the senior subordinated notes reflects the
guarantee of all of the assets of MultiPlan and its subsidiaries,
the absence of any security, and its structural subordination to
the existing senior secured credit facility.  The notes are
notched two levels below the Corporate Family Rating and Senior
secured credit facility as they are subordinated to all existing
and future Senior debt while representing a significant portion of
the company's overall capital structure.

Moody's expects that MultiPlan will have sufficient cushion within
the financial covenants of its proposed credit facility. The
company will have both a maximum leverage ratio and fixed charge
coverage ratio to comply with and Moody's anticipates that the
company will remain in compliance with the financial covenants
under its credit facility for the next twelve months. It is
critical that MultiPlan commits to paying down its Term Loan with
excess cash in order to remain compliant with its covenants, which
is likely because of its low working capital investment needs.  
While MultiPlan does not have much cash on hand, Moody's rating
incorporates our expectation that availability under the company's
$50 million proposed revolving credit facility will remain at or
near full capacity over the next twelve months.

These ratings were assigned to MultiPlan, Inc.:

   * $50 million Senior Secured Revolver, due 2012, rated (P)B2

   * $400 million Senior Secured Term Loan B, due 2013,
     rated (P)B2

   * $250 million Senior Subordinated Notes, due 2016,
     rated (P)Caa1

   * Corporate Family Rating, (P)B2

After the close of the proposed transaction, Moody's will withdraw
the following ratings assigned to MultiPlan, Inc.:

   * $20 Million Senior Secured Revolver due 2009, rated Ba3

   * $180 Million Senior Secured Term Loan due 2009, rated Ba3

   * Corporate Family Rating, Ba3

MultiPlan, Inc., based in New York, New York, operates principally
in the health care benefits field as a Preferred Provider
Organization, providing health care cost management via contract
arrangements between health care providers and insurance carriers,
HMO's, third party administrators and Taft-Hartley benefit funds
throughout the United States.


MUSICLAND HOLDING: St. Clair Wants Stay Lifted to Obtain Goods
--------------------------------------------------------------
Christopher R. Belmonte, Esq., at Satterlee Stephens Burke &
Burke LLP, in New York City, relates that St. Clair Entertainment
Group, Inc., a supplier of entertainment-related goods, entered
into a Consignment Agreement with Musicland Holding Corp. and its
debtor-affiliates on January 27, 2005.  Pursuant to that
Agreement, the Debtors would order goods on consignment and remit
payment to St. Clair.

By virtue of the Consignment Agreement and the Uniform Commercial
Code Financing Statement filed by St. Clair against Musicland as
of September 12, 2005, St. Clair held a valid, perfected security
interest in the St. Clair Inventory.

On January 5, 2006, St. Clair sought the return of any of its
consigned, unsold collateral.

Mr. Belmonte discloses that as of February 9, 2006, approximately
$170,378 was due to St. Clair.  The Debtors continue to sell the
consigned goods, resulting in proceeds of more than $250,000 being
due to St. Clair.

Subsequently, St. Clair forwarded a reclamation demand letter,
seeking to reclaim all the goods received by the Debtors.
However, the Debtors refused to return those Goods.

Mr. Belmonte asserts that because the Debtors have no equity in
the Goods and because all proceeds from the sale are the property
of the secured parties, the Goods cannot be necessary for an
effective reorganization of the Debtors.

Accordingly, St. Clair asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
it to proceed with an action to obtain possession of the Goods and
their proceeds.

                       Debtors Object

Under the Minnesota Law, which governs the Consignment Agreement
between the Debtors and St. Clair, a security interest attaches
only to identifiable proceeds of collateral.  Commingled Cash
proceeds are identifiable only to the extent that the secured
party identifies the proceeds by a method of tracing.  The method
of tracing adopted in Minnesota Courts follows what is called the
"lowest intermediate balance rule."

James H.M. Sprayregen, Esq., at Kirkland & Ellis, LLP, in New
York, relates that none of the Prepetition Proceeds remained in
the Debtors' possession as of the Petition Date because all cash
in the Debtors' centralized account, including the Prepetition
Proceeds, was swept and applied to the outstanding claims of the
Debtors' Lenders.

When cash proceeds on a debtor's checking account are paid out in
the operation of its business, recipients of the funds take free
of any claim, which a secured party may have in them as proceeds.

In St. Clair's case, funds were paid out in the ordinary course of
business.  The Debtors' cash management system has been in place
since the inception of the Debtors' relationship with the Lenders.  
From the beginning, funds have been swept from the Debtors'
accounts on a regular basis to pay down the Debtors' revolver.

Mr. Sprayregen notes that under the lowest intermediate balance
test, the Prepetition Proceeds are therefore not identifiable.
Thus, when the accounts were swept, St. Clair lost its secured
claim in the Prepetition Proceeds and became a general creditor of
the estate.

For those reasons, the Debtors ask the Court to deny St. Clair's
request to lift the automatic stay.

                          St. Clair Responds

On behalf of St. Clair Entertainment, Inc., Pamela A. Bosswick,
Esq., at Satterlee Stephens Burke & Burke, in New York City, point
out that the Debtors do not contest, and thus admit, that
St. Clair duly notified in writing any holders of potential
competing security interests in the Goods.  "Therefore, by their
own admissions, the Debtors concede that St. Clair holds a duly-
perfected, first purchase money security interest in the Goods."

Ms. Bosswick contends that:

    a. Although the Debtors have been remitting to St. Clair the
       cash proceeds arising from the postpetition sale of its
       Goods, there is no mechanism in place to ensure that the
       Debtors will continue to do so;

    b. Although the Lenders purportedly re-lent funds to the
       Debtors for the purpose of paying operating, payroll, or
       other expenses, they never received the amounts totaling
       $250,000; and

    c. The Debtors' failure to remit the proceeds clearly
       constitutes a violation of the Consignment Agreement.
       Discovery is needed to determine the extent of the Debtors'
       collusion with Wachovia and the lack of good faith on their
       parts.

Accordingly, St. Clair asks the Court to lift the automatic stay
and provide for adequate protection in the form of direct payments
of any postpetition proceeds arising from the sale of the Goods.

                  About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL ENERGY: Net Losses & Deficits Prompt Going Concern Doubt
-----------------------------------------------------------------
Bagell Josephs & Company, LLC, expressed substantial doubt about
National Energy Services Company, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal years ended October 31, 2005 and 2004.  The
auditing firm pointed to the Company's substantial net losses for
the years ended October 31, 2005 and 2004 that has resulted in
substantial accumulated deficits.  

National Energy says that there is no guarantee whether it will be
able to generate enough revenue or raise capital to support its
continued operations.

          Reasons for Filing an Amended Annual Report

National Energy filed the amended annual report to restate its
balance sheet for the year ended Oct. 31, 2004.  The Company has
revised its policy utilized for the "pass-through" amounts
attributed to both Charter Management and PPL Spectrum, Inc. in
the fact that those amounts should not be included in the
Company's financial statements.  

Consequently, the year 2004 balance sheet has been restated to
reflect the Company's position.  The restatement resulted in a
removal of $4,230,699 in both loans receivable and loans payable
from the Oct. 31, 2004 balance sheet.   The total assets were
decreased from $4,809,103 to $578,404, and the total liabilities
were decreased from $5,104,311 to $873,612.

                       2005 Financials

For the fiscal year ended Oct. 31, 2005, National Energy incurred
a $707,106 net loss on $1,090,616 of total revenues.  That
compares to a $576,552 net loss on $914,100 of total revenues for
the year ended Oct. 31, 2004.  

At Oct. 31, 2005, National Energy's balance sheet showed $274,878
in total liabilities and $1,277,192 in total liabilities.  The
Company reports a $3,471,617 accumulated deficit as of Oct. 31,
2005.

A full-text copy of National Energy's amended annual report is
available for free at http://ResearchArchives.com/t/s?6b5

                    About National Energy

Headquartered in Egg Harbor Township, New Jersey, National Energy
Services Company, Inc. -- http://www.nescorporation.com/-- The  
Company is engaged in the business of marketing a comprehensive
energy management program for long- term care and hospitality
facilities.  The program features an upgrade to lighting fixtures,
improved heating, venting and air conditioning (HVAC) equipment,
ozone laundry support systems (OLSS).  The facilities generally
recover the cost of these renovations through the monthly energy
savings, resulting in no out-of-pocket costs to the facility.

As of Oct. 31, 2005, National Energy's stockholders' equity
deficit widened to $1,002,314 from a deficit of $295,208 at
Oct. 31, 2004.


OCA INC: Bankr. Court Gives Interim Okay to Silver Point DIP Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved, on an interim basis, OCA, Inc., and its debtor-
affiliates' request to obtain a $15 million debtor-in-possession
revolving credit financing with Bank of America as agent, and
Silver Point Capital.

Under terms of the interim approval, $7 million in financing is
immediately for the Debtors.  The approval of the financing is
subject to a final hearing scheduled for April 5, 2006.

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.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--   
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OPTA CORP: Net Losses & Deficit Prompt Going Concern Doubt
----------------------------------------------------------
Clancy and Co., P.L.L.C. expressed substantial doubt about Opta
Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
June 30, 2005.  

Hein & Associates LLP also expressed substantial doubt about Opta
Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
June 30, 2004 and 2003.  

Both auditing firms pointed to Opta Corp.'s net losses,
accumulated deficit and its main operating subsidiary, GoVideo,
defaulting under certain debt covenant provisions of its line of
credit.

               Negotiations of GoVideo's Default

Pursuant to a forbearance agreement amended on Jan. 20, 2006,
between GoVideo and Wells Fargo Bank, NA, Wells agreed to forbear
from exercising its rights and remedies with respect to existing
defaults under the Wells Credit Agreement from the date of the
agreement through Jan. 27, 2006, and modify certain terms of the
Wells Credit Agreement, including reducing the maximum line of
credit to $4,000,000 and waiving the termination fee.

Wells also agreed that defaults by GoVideo under financial
covenants in the Wells Credit Agreement and with respect to
material adverse changes will not constitute new defaults under
that agreement.  As a condition to the forbearance by Wells,
GoVideo agreed to pay to Wells a fee of $300,000 by adding to the
loan's principal balance in two installments, $150,000 on Sept. 2,
2005 and $150,000 on Jan. 4, 2006.  Opta agreed to enter into the
Participation Agreement and to deposit $800,000 in cash collateral
to secure Opta's guaranty.

                       2005 Financials

For the fiscal year ended June 30, 2005, Opta Corp. reported a
$18,861,000 net loss on $129,119,000 of total revenues.  That
compares to a $7,722,000 net loss on $125,324 of total revenues
for the year ended June 30, 2004.  

At June 30, 2005, Opta Corp.'s balance sheet showed $44,879,000 in
total assets and 43,449,000 in total liabilities.  The Company
incurred a $124,472,000 accumulated deficit at June 30, 2005.  

A full-text copy of Opta Corp.'s annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?6c0

                    About Opta Corporation

Opta Corporation fka Lotus Pacific, Inc., is a holding company
whose operations are conducted through its subsidiaries.  Opta
develops, manages, and operates emerging consumer electronics and
communications companies, focusing on developing next generation
consumer electronics and communication products.  Opta provides
its subsidiaries with capital and strategic infrastructure
services.  As of June 30, 2005, Opta had two significant
subsidiaries:  Correlant Communications and GoVideo.


OPTINREALBIG.COM: Court Denies Owners' Dad's Employment as Counsel
------------------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado denied the request of OptInRealBig.com LLC
and its owner, Scott Allen Richter, to employ Steven Richter as
its general counsel.  

                        Background

As reported in the Troubled Company Reporter on May 4, 2005, the
Court approved the Debtors' employment of Good & Richter, P.C., as
its special counsel.

On Jan. 1, 2006, G&R dissolved.  The Debtors have now employed
Steven Richter as its president and general counsel.  Steven
Richter is also the father of Scott Richter, the Debtors'
shareholder and Microsoft-labeled "Spam King".

                         Court Decree

Judge Tallman ruled that the hiring of in-house counsel in the
ordinary course as an employee of the company does not require the
Court's blessing.  Therefore, since Court approval of Mr.
Richter's employment is not necessary, the Debtors' motion is
denied.

                   About OptInRealBig.com LLC

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).  
John C. Smiley, Esq., at Lindquist & Vennum P., LLP, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it estimated assets of $1 million to $10 million
and debts of $50 million to $100 million.


ORIUS CORP: Hires Burrow & Parrot as Special Litigation Counsel
---------------------------------------------------------------
Orius Corp. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Burrow & Parrot, LLP, as their special
litigation counsel.

                      TXU Litigation

The Debtors tell the Court that on Sept. 30, 2005, they filed a
lawsuit in the District Court of Harris County, Texas, asserting a
$233,802 claim against TXU Communications Company and related
parties for violations of the Texas Prompt Payment Act, unjust
enrichment, and quantum meruit.  The Debtor say the litigation
relates to work performed for the defendants by the Debtors for
which the Debtors were not paid.  Burrow & Parrot represented the
Debtors in that litigation since its commencement in 2005.

The Debtors say a trial was initially scheduled to begin on
March 20, 2006 but was stayed pending the bankruptcy court's
authorization of Burrow & Parrot's representation of the Debtors.

                     Retention Request

The Debtors tell the bankruptcy court that they want Burrow &
Parrot to be their counsel in the TXU litigation.  The Debtors
assure the bankruptcy court that Burrow & Parrot's engagement will
be limited to the TXU litigation and will not rise to the level of
conducting their bankruptcy cases.  

The Debtors disclose that pursuant to an agreement with
Burrow & Parrot dated Oct. 1, 2005, the firm will receive 40% of
any judgment or settlement in favor of the Debtors.  If no
recovery is obtained, the firm will get nothing.

Teresa Arguindegui, Esq., a partner at Burrow & Parrot, assures
the Court that the Firm does not hold any interest adverse to the
Debtors or their estates.

                       About Orius Corp.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of  
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Lead Case No. 05-63876).  Aaron C. Smith, Esq.,
Folarin S. Dosunmu, Esq., and Timothy S. Mcfadded, Esq., at Lord
Bissell & Brook LLP, represent the Debtors.  Aaron L. Hammer,
Esq., Joji Takada, Esq., and Thomas R. Fawkes, Esq., represent the
official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of $10 million to $50 million and estimated debts of $50 million
to $100 million.

The Debtors previously filed for chapter 11 protection on Nov. 15,
2002 (Bankr. N.D. Ill. Lead Case No. 02-45127).  The Bankruptcy
Court confirmed their Joint Prepackaged Plan of Reorganization on
Jan. 8, 2003.  The Court entered a final decree closing all but
one of the chapter 11 cases on Aug. 20, 2003.  The 2002 chapter 11
case was closed on Nov. 16, 2005.


ORIUS CORPORATION: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Orius Corp. and its debtor-affiliates delivered their respective
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the Northern District of Illinois on March 11, 2006,
disclosing:

                          Orius Corp.
                          -----------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property                $29,806
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                             
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                        $912,861
                                      -------         -----------
     Total                            $29,806         $97,226,220


                        NATG Holdings LLC
                        -----------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                         $0
  B. Personal Property                     $0
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                             
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     
                                              --      -----------
     Total                                    $0      $96,313,359


                       Orius Telecom Services Inc.
                       ---------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $1,981,884
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                            $45,968
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     $64,518,064
                                    ----------       ------------
     Total                          $1,981,884       $160,877,391


                   CATV Subscriber Services Inc.
                   -----------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $13,974,934
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                            $79,568
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                         $20,000
                                    -----------       -----------
     Total                          $13,974,934       $96,412,927


                               Hattech Inc.
                               ------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $10,553,138
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                           $141,869
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     
                                    -----------       -----------
     Total                          $10,553,138       $96,455,228


                          LISN Inc.
                          ---------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $27,371,929
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                           $609,695
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                         $20,000
                                    -----------       -----------
     Total                          $27,371,929       $96,943,054


               Orius Telecommunication Services Inc.
               -------------------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                   $1,565,725
  B. Personal Property              $50,317,822
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,335,375
  E. Creditors Holding                                    
     Unsecured Priority Claims                           
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                     $73,854,598
                                    -----------      ------------
     Total                          $51,883,548      $170,189,973


                           Texor Inc.
                           ----------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $13,232,488
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                            $26,767
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                        $363,539     
                                    -----------       -----------
     Total                          $13,232,488       $96,703,665


                   Channel Communications, Inc.
                   ----------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $11,567,763
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                                 
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                           
                                    -----------       -----------
     Total                          $11,567,763       $96,313,359


                 Copenhagen Utilities & Construction
                 -----------------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $11,567,763
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                                 
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                           
                                    -----------       -----------
     Total                          $11,567,763       $96,313,359


                              LISN Company
                              ------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property                       
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                                 
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                           
                                    -----------       -----------
     Total                                   $0       $96,313,359


                     Orius Central Office Services, Inc.
                     -----------------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property                  $27,223
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                                 
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                           
                                    -----------       -----------
     Total                              $27,223       $96,313,359


                     Orius Central Office Services, Inc.
                     -----------------------------------

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                  
  B. Personal Property              $31,387,972
  C. Property Claimed as Exempt                 
  D. Creditors Holding                           
     Secured Claims                                   $96,313,359
  E. Creditors Holding                                    
     Unsecured Priority Claims                                 
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                           
                                    -----------       -----------
     Total                          $31,387,972       $96,313,359

A chart showing Orius Corp.'s corporate structure is available for
free at http://ResearchArchives.com/t/s?6bf

                      About Orius Corp.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of  
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Lead Case No. 05-63876).  Aaron C. Smith, Esq.,
Folarin S. Dosunmu, Esq., and Timothy S. Mcfadded, Esq., at Lord
Bissell & Brook LLP, represent the Debtors.  Aaron L. Hammer,
Esq., Joji Takada, Esq., and Thomas R. Fawkes, Esq., represent the
official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of $10 million to $50 million and estimated debts of $50 million
to $100 million.

The Debtors previously filed for chapter 11 protection on Nov. 15,
2002 (Bankr. N.D. Ill. Lead Case No. 02-45127).  The Bankruptcy
Court confirmed their Joint Prepackaged Plan of Reorganization on
Jan. 8, 2003.  The Court entered a final decree closing all but
one of the chapter 11 cases on Aug. 20, 2003.  The remaining
chapter 11 case was closed on Nov. 16, 2005.


PEGASUS AVIATION: Fitch Downgrades Two Note Class Ratings to CC
---------------------------------------------------------------
Fitch Ratings took these rating actions for Pegasus Aviation
Lease Securitization (PALS 99):

  Pegasus Aviation Lease Securitization:

     -- Class A-1 notes are downgraded to 'CC' from 'CCC'
     -- Class A-2 notes are downgraded to 'CC' from 'CCC'
     -- Class B-1 notes remain at 'C'
     -- Class C-1 notes remain at 'C'
     -- Class D-1 notes remain at 'C'

The downgrades reflect Fitch's concern over continuing declines in
monthly cash flow available to repay debt which negatively impacts
potential recoveries to the class A.  PALS 99 has not made any
principal distributions since February of 2003.  As cash flows are
not expected to improve drastically going forward, Fitch does not
anticipate a significant change in the class A principal
allocation.  Fitch's analysis incorporated several factors
including:

   * aircraft age,
   * current portfolio value,
   * potential lease rates, and
   * perceived liquidity of the portfolio.

PALS 99 is a Delaware trust formed to conduct limited activities,
including the:

   * buying,
   * owning,
   * leasing, and
   * selling of commercial jet aircraft.

Servicing is currently being performed by Pegasus Aviation, Inc.


PRINCE GEORGE: Fitch Affirms $74.5 Mil. Revenue Bonds' B- Rating
----------------------------------------------------------------
Fitch Ratings affirmed the 'B-' rating on $74.5 million Prince
George's County, Maryland, project and refunding revenue bonds,
series 1994, issued on behalf of Dimensions Health Corporation and
Subsidiaries, and placed the bonds on Rating Watch Evolving, which
indicates Dimensions' rating could be raised, lowered, or
maintained.

The key rationale for this action is the potential significant
impact (of a possible defeasance or assumption) on the outstanding
bonds resulting from Prince George's County issuing a total asset
sale request for offerors/expressions of interest (RFO) (with a
response deadline of March 24, 2006) for:

   * academic medical centers,
   * not-for-profit health care systems, and
   * for-profit health care systems

to acquire and run the County's health care system, which is
currently operated by Dimensions pursuant to a long-term master
lease agreement with a term through 2042.  

Separately, the state government introduced legislation (Maryland
Bill SB1065) in early March 2006 to provide financial support to
Dimensions in the amount of $6 million, if the county commits $20
million of financial support, over the next year to maintain
operations and to allow sufficient time for any transaction to
close.

Although the county has not provided details about the treatment
of Dimensions' existing debt, the RFO requires proof of an ability
to handle the combined bond indebtedness and pension underfunding
estimated at approximately $135 million as well as approximately
$100 million of needed systemwide capital expenditures.  Fitch
will review Dimensions' rating upon the approval of the state and
county public funding, acceptance of a successful bidder, and
establishment of a formal acquisition plan.

Some of the details that will be important in determining Fitch's
rating action include:

   * the eventual legal and financial structure of the acquirer;
   * whether existing debt is defeased or assumed; and
   * the overall credit profile of the acquirer.

Although the political process may extend discussions and
negotiations, uncertainty about the timing and final terms of the
transaction is further compounded by Dimensions' continued
challenging operational and financial environment.

Absent a substantial change in Dimensions' reimbursement mechanics
and/or operating structure, Fitch is unlikely to view Dimensions
as a viable, long-term credit.  Since fiscal 2003, Dimensions'
annual financial statements have included a qualified 'going
concern' opinion.  Comparing fiscal 2005 results to fiscal 2004
results:

   * maximum annual debt service coverage has increased to 2.3x
     from 1.2x;

   * operating margin increased to 0.8% from negative 4.0%;

   * excess margin increased to 1.3% from negative 1.0%;

   * EBITDA margin increased to 4.9% from 3.3%; and

   * days cash on hand increased to 13.6 from 6.5.

Significant credit risk is still present, but a limited margin of
safety remains.  Financial commitments are currently being met.

Dimensions includes:

   * Prince George's Hospital Center, a 269-licensed-bed acute-
     care hospital and regional trauma center, a few miles north
     of Washington, DC;

   * Laurel Regional Hospital, a 138-licensed-bed acute-care
     community hospital, midway between Washington, DC and
     Baltimore;

   * Gladys Spellman Specialty Hospital and Nursing Center, a 107-
     licensed-bed comprehensive care and chronic care facility
     located on campus of Prince George's Hospital Center; and

   * The Bowie Health Center, a de-regulated ambulatory surgery
     center and a freestanding, rate-regulated emergency care
     facility approximately 10 miles northeast of Prince George's
     Hospital Center.

Dimensions had approximately $350 million in total revenues in
fiscal 2005.  Dimensions covenants to disclose only annual
financial information and utilization statistics to the Nationally
Recognized Municipal Securities Information Repositories
(NRMSIRs), which Fitch views negatively.  However, Fitch does note
that Dimensions' disclosure covenant was typical of standard
practice at time of bond issuance in 1994.

From fiscal 1999 to fiscal 2003, Dimensions disclosed interim
financial statements to the NRMSIRs on a quarterly basis.  Since
fiscal 2004, Dimensions has only disclosed to requesting
bondholders quarterly income statements, balance sheets, and
utilization statistics, but no management discussion and analysis.
More recently, Dimensions has made efforts to keep bondholders
better informed through voluntarily holding monthly investor
teleconference calls, which Fitch views favorably.  Dimensions has
no swaps outstanding.


PROFESSIONAL GOLF: Section 341(a) Meeting Scheduled for April 7
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of
Professional Golf Management MICC LLC's creditors at 11:00 a.m.,
on Apr. 7, 2006, at the Office of the U.S. Trustee, Long Island
Federal Courthouse, 560 Federal Plaza, Room 562 in Central Islip,
New York.   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 Middle Island, New York, Professional Golf
Management MICC LLC, dba Middle Island Country Club --
http://www.middleislandcc.com/-- operates a golf course.  The  
company filed for chapter 11 protection on Mar. 2, 2006 (Bankr.
E.D.N.Y. Case No. 06-70402).  Edward Zinker, Esq., at Zinker &
Herzberg, LLP, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
assets totaling $14,000,000 and debts totaling $10,321,019.


QUALITY DISTRIBUTION: Dec. 31 Balance Sheet Upside-Down by $22.1MM
------------------------------------------------------------------
Quality Distribution, Inc. (Nasdaq: QLTY) reported record revenues
for the quarter ended Dec. 31, 2005, of $175.3 million, a 13.1%
increase over fourth quarter revenues of $155.0 million last year.  
This represents the twelfth consecutive quarterly year-over-year
increase in revenues.  Revenue for the year ended Dec. 31, 2005,
increased 9.0% to $678.1 million from $622.0 million last year.  
Transportation revenues increased 8.3% from the prior-year quarter
and by 4.9% from the prior year end, primarily due to rate
increases.

Net income for the quarter was $6.2 million, as compared with a
net loss of $6.4 million in the fourth quarter of last year.  Net
income for the fourth quarter of 2005 included a pre-tax benefit
of $0.5 million related to a change in actuarial assumptions in
one of our pension plans.

Net income for the year ended Dec. 31, 2005, was $11.9 million as
compared with a net loss of $10.7 million in 2004.

Commenting on the results and outlook, Chief Executive Officer
Jerry Detter said, "We are pleased that many of the process
improvements we began to implement in 2005 have helped us obtain a
profitable quarter, and are optimistic that we have built a solid
foundation for our future.  We are especially proud of the
improvements in driver counts we achieved in the fourth quarter of
2005 and first two months of this year.  As we enter 2006, even
though we face an increasing interest rate environment and have
experienced somewhat softer seasonal demand than anticipated, we
continue to view the year positively and remain confident with our
previously stated operating objectives for 2006 revenue, earnings
and debt reduction."

Chief Financial Officer Timothy Page stated, "We are pleased to
announce under SOX 404, that we have maintained effective internal
control over financial reporting as of December 31, 2005, and such
assessment has been affirmed by our outside auditors, PwC.  We
also acquired the assets of a competitor in January 2006 for
approximately $3.5 million, before contingent payments.  This
small strategic acquisition is already contributing positively to
our business and we expect it to generate approximately $10
million in revenue in 2006 and further strengthen our business
with one of our major customers."

At Dec. 31, 2005, Quality Distribution's balance sheet showed
$382,621 in total assets and $402,898 in total liabilities
resulting in a $22,110,000 stockholders' deficit.

Headquartered in Tampa, Florida, Quality Distribution, Inc. --
http://www.qualitydistribution.com/-- through its subsidiary,  
Quality Carriers, Inc. and TransPlastics, a division of Quality
Carriers, Inc., and through its affiliates and owner-operators,
manages approximately 3,500 tractors and 7,400 trailers.  The
Company provides bulk transportation and related services.  The
Company also provides tank cleaning services to the bulk
transportation industry through its QualaWash(R) facilities.
Quality Distribution is an American Chemistry Council Responsible
Care(R) Partner and is a core carrier for many of the Fortune 500
companies that are engaged in chemical production and processing.


R&G FINANCIAL: Fitch Keeps Watch on Preferred Stock's Junk Rating
-----------------------------------------------------------------
The ratings for R&G Financial Corporation (RGF) and its two
subsidiary banks remained on Rating Watch Negative by Fitch.  

RGF announced that it and its principal Puerto Rico banking
subsidiary, R-G Premier Bank of Puerto Rico, have entered into
consent orders with bank regulators.  Among some of the terms, the
consent order requires that the company submit a capital and
liquidity contingency plan and engage a third party to review its
mortgage loans.  In addition, the company may not pay a dividend
or extend credit to, or enter into certain asset purchase and sale
transactions with its subsidiaries, without the prior consent of
the regulators.  These recent regulatory agreements come on the
heels of similar regulatory restrictions for RGF's Florida-based
bank, R-G Crown Bank, which were formalized via an agreement put
in place by the Office of Thrift Supervision.

Fitch's rating actions for RGF in 2005 incorporated the fact that
Fitch believed RGF was operating under closer regulatory scrutiny.
Fitch views the emergence of the formal regulatory agreements as
documenting and detailing the regulatory restrictions that RGF has
been operating under since the emergence of its accounting and
related problems in early 2005.  RGF is in the process of
correcting many of the internal control and accounting issues
highlighted by the regulators.  Although dividend payments and
sales transactions must be approved by the regulators, no absolute
restrictions have been placed on RGF.  RGF is expected to continue
to remain well capitalized.  Fitch believes the regulators'
oversight will expedite RGF's restatement process and quicken its
return to a normal operating environment.

  R&G Financial Corporation:

     -- Long-term Issuer Default Rating 'BBB-'
     -- Preferred stock 'BB'
     -- Individual 'C'
     -- Support '5'

  R&G Mortgage:

     -- L-T IDR 'BBB-'

  R-G Premier Bank:

     -- L-T IDR 'BBB-'
     -- Short-term 'F3'
     -- Individual 'C'
     -- Support '5'
     -- L-T deposit obligations 'BBB'
     -- S-T deposit obligations 'F2'

  R-G Crown Bank:

     -- L-T IDR 'BBB-'
     -- Short-term 'F3'
     -- Individual 'C'
     -- Support '5'
     -- L-T deposit obligations 'BBB'


REFCO INC: FXCM Ends Talks with Creditors on Refco FX Asset Sale
----------------------------------------------------------------
Forex Capital Markets LLC ended negotiations with the creditors of
Refco, the bankrupt futures trader, to acquire the assets Refco FX
Associates, Refco's unregulated currency-trading operation.

"We have done everything in our power to rescue the clients of
Refco FX Associates," Drew Niv, chief executive officer of FXCM,
said.  "From the very beginning our purpose has been to make their
17,000 clients whole.  If successful, our efforts would have meant
that every one of the 17,000 Refco F/X customers would have been
paid back in full."

As reported in the Troubled Company Reporter on Nov. 14, 2005,
FXCM agreed to acquire Refco F/X Associates for approximately
$110 million, subject to an auction and to Bankruptcy Court
approval.

In February, FXCM won the auction, since it was the only company
that made an actual bid.  Refco's creditors objected to FXCM's
victory, claiming the price was too low.  In an attempt to resolve
objections to the sale of Refco F/X Associates to FXCM by a group
of Refco creditors, FXCM raised its offer to $130 million,
essentially bidding against itself to save the clients of Refco
F/X Associates.  Refco and its creditors remain unresponsive to
FXCM.

"While our hope remains to effect a transaction, the creditors'
demands remain unreasonable and their position inflexible,"
continued Mr. Niv.  "They leave us no choice but to abandon
negotiations at this time."

                   About Forex Capital Markets

Forex Capital Markets LLC, one of the world's largest Forex Dealer
Members, provides currency-trading services to retail traders
under the name FXCM -- http://www.fxcm.com-- and to institutional  
clients under name FXCM Pro -- http://www.fxcmpro.com/ The firm  
has serviced over 50,000 accounts in over 80 countries, with over
a million and a half trades executed each month via its trading
platform.  Over 500 employees in 7 offices around the world
provide 24-hour trading and support in over two-dozen languages.

                        About Refco Inc.

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.


ROSE HILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PBBM-Rose Hill, Ltd.
        aka Rose Hill Golf Club
        5949 Sherry Lane
        Dallas, Texas 75225

Bankruptcy Case No.: 06-31164

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: March 21, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Mark A. Weisbart, Esq.
                  5950 Sherry Lane, Suite 222
                  Dallas, Texas 75225
                  Tel: (214) 379-0790
                  Fax: (214) 696-5455

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Rose Hill Plantation Property              $39,000
Owners Association
P.O. Box 2870
Bluffton, SC 29910

Regal Chemical Company                     $14,703
P.O. Box 403368
Atlanta, GA 30384

E-Z-Go Division of Textron                 $10,000
P.O. Box 840485
Dallas, TX 75284

Top Flight/Spaulding                        $8,848

Cleveland Golf                              $6,284

Turf Equipment Leasing                      $6,000

Golfer's Guide, Inc.                        $5,450

G.E. Capital                                $5,001

Premium Finance Specialists, Inc.           $4,396

TaylorMade                                  $3,804

Nike USA, Inc.                              $3,570

Vereens Stores, Inc.                        $3,440

Safeco Insurance Companies                  $3,299

Golf Agronomics                             $3,252

Beaufort Jasper Water and Sewer             $3,069

Murray Sand Company, Inc.                   $2,964

The Island Packet                           $2,791

Steen Enterprises, Inc.                     $2,613

Callaway Golf                               $2,460

Data Publishing, Inc.                       $2,334


SCIENTIFIC GAMES: S&P Puts BB Rating on Proposed $150 Mil. Debts
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and its '2' recovery rating to Scientific Games Corp.'s:

   *  proposed $50 million senior secured revolver add-on
      due 2009; and

   *  proposed $100 million senior secured term loan add-on
      due 2009,

reflecting the expectation lenders would likely achieve
substantial (80%-100%) recovery of principal in a simulated
payment default scenario.
     
All other ratings on the New York City-headquartered lottery and
pari-mutuel operator were affirmed, including the 'BB' corporate
credit rating.  The outlook is stable.  Scientific Games had about
$885 million in lease-adjusted debt as of Dec. 31, 2005 (pro forma
for the transactions).
     
Proceeds from the add-on facilities would be used to:

   * partially finance the company's proposed purchase of the
     online lottery assets of Essnet AB for about $60 million; and

   * the potential purchase of The Global Draw Ltd., a betting
     terminals and systems provider.

Scientific Games has signed a non-binding letter of intent to
purchase The Global Draw for an upfront purchase price of about
$183 million, although the acquisition remains subject
to a definitive purchase agreement.  Partial drawings from the
company's $300 million revolver, which includes the $50 million
add-on, would complete the financing requirements.


SEARS HOLDINGS: Extends Offer for Sears Canada Shares to March 31
-----------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) disclosed that its
wholly owned subsidiary SHLD Acquisition Corp. has taken up
10,161,968 common shares of Sears Canada pursuant to its take-over
bid, representing approximately 9.5% of Sears Canada's outstanding
shares.  As a result, Sears Holdings now owns approximately 63.2%
of the outstanding shares of Sears Canada.

In addition, SHLD Acquisition Corp. has extended its offer to 8:00
p.m. (Eastern Standard Time) on March 31, 2006 to allow Sears
Canada shareholders a further opportunity to deposit their common
shares to the offer.  Sears Holdings will acquire any and all
shares validly tendered to its offer prior to the extended expiry
time.

Alan Lacy, vice chairman of Sears Holdings, commented, "We are
extending our offer to provide shareholders with a continued
opportunity to tender to our C$16.86 offer which we believe
represents a full and fair price.  Unless shares that, when
combined with the shares already tendered, represent a majority of
the minority agree to support our transaction, we do not intend to
extend our offer again."

As a result of the announcement by six independent directors not
to stand for re-election at the forthcoming annual meeting of
Sears Canada, Sears Holdings has initiated a search for new
independent directors.  

Sears Holdings plans to nominate and elect three suitably
qualified independent directors to replace the current independent
directors who will not be serving beyond the next annual meeting.  
Sears Holdings will also seek to nominate and elect other
directors who are either Sears Holdings or Sears Canada employees.
Given its majority ownership of Sears Canada, Sears Holdings
believes it is appropriate that a majority of the directors of the
new board of Sears Canada be employees of either Sears Holdings or
Sears Canada.

In the event that Sears Holdings does not acquire a majority of
the minority of Sears Canada, Sears Canada will face the
increasingly competitive Canadian retail environment without the
financial and operating benefits of being owned 100% by Sears
Holdings.  Therefore, Sears Holdings, consistent with its practice
in the United States, will support the elimination of the recent
practice of Sears Canada of paying quarterly dividends of CND0.06.  

In addition, Sears Holdings would not support any extraordinary
dividend or distribution to public shareholders in 2006.

Sears Holdings Corporation -- http://www.searsholdings.com/-- is   
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.  
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.  Holdings is the nation's largest provider of
home services, with more than 14 million service calls made
annually.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.

Sears Holdings' very good liquidity is a key positive rating
factor underpinning the company's Ba1 corporate family rating.


SIERRA PACIFIC: Fitch Expects to Put BB+ Rating on $300 Mil. Notes
------------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to Sierra Pacific
Power Co.'s (SPPC) $300 million general and refunding mortgage
notes, series M, due 2016.  Net proceeds will be utilized to repay
approximately $268 million in higher coupon debt and preferred
stock.  The Rating Outlook is Stable.  The notes are being offered
in a private placement under Rule 144A of the Securities Act.

SPPC's ratings and Stable Outlook reflect a more supportive
regulatory environment in Nevada and assumes reasonable outcomes
in pending and future rate filings, especially in light of the
utility's large capital spending requirements.  In addition, the
ratings consider SPPC's improving financial profile and adequate
system liquidity.  A primary risk for SPPC fixed income investors
is its exposure to the wholesale energy markets.

Since mid-2004, SPPC has benefited from favorable deferred energy
rate case rulings and been allowed to adjust its base tariff
energy rate (BTER) to reduce the growth of deferred energy
balances.  Although, in May 2004, the Public Utilities Commission
of Nevada (PUCN) disallowed recovery of $47 million of costs
related to SPPC's investment in the Pinion Pine coal gasification
plant; in January 2006, a Nevada district court vacated and
remanded that order to the PUCN to further review whether SPPC's
costs were 'justly and reasonably' incurred.  The PUCN has since
appealed the district court's decision.

Other positive recent developments include the settlement of
litigation with Enron Corp. and PUCN approval of the construction
of SPPC's new $421 million 514 MW gas-fired Tracy unit.  As part
of its authorization of the Tracy project, the PUCN granted the
plant 'critical facility' status, allowing for a 1.5% enhanced
return on equity, and also provided for the inclusion of the
construction work in progress in rate base.  SPPC, along with its
affiliate Nevada Power Co. (NPC), has also recently announced its
intention to build two coal-fired units in Ely, Nevada as well as
a 250-mile transmission line that would connect SPPC system with
NPC's.  If the $3 billion project is approved, significant
external financing will eventually be required.  The first coal
unit is scheduled to be online in 2011.

Because output from SPPC's own generation portfolio is
considerably short of meeting its load requirements and
substantial amounts of power must be purchased from the wholesale
markets, high and volatile power and gas prices subject SPPC to
meaningful commodity price exposure.  To help manage seasonal
working capital borrowings SPPC increased capacity under its
revolving credit facility during 2005 to $250 million and extended
its maturity until 2010.

To increase its generation portfolio and expand its transmission
and distribution system to meet high-growth electric demand, SPPC
will need to incur significant capital expenditures over the next
five years.  These investments should spur significant earnings
growth but because these anticipated expenditures are expected to
exceed internally generated cash, the company will rely on
external financing.  In Fitch's view, an over-reliance on debt
with insufficient amounts of equity to support future capital
expenditures would impair the company's financial recovery.

SPPC currently has both electric and gas general rate cases, as
well as a deferred energy filing, pending before the PUCN.  SPPC
is requesting an aggregate electric and gas rate increase of $11.5
million based on an 11.4% return on equity.  The deferred energy
case seeks recovery of $47 million for energy costs incurred
during the December 2004 to September 2005 timeframe as well as a
$53 million increase to the going-forward BTER.  Reasonable rate
treatment in these filings and others will remain a key to further
ratings improvement.


SIERRA PACIFIC: S&P Rates Planned $300 Mil. Mortgage Bonds at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
the Sierra Pacific Power Co.'s (SPP) proposed $300 million general
and refunding (G&R) mortgage bond issue.  The rating on the G&R
mortgage is two notches higher than SPP's 'B+' corporate credit
rating, reflecting overcollateralization of these bonds by utility
property.  The outlook is positive.
     
"The positive outlook reflects the substantial improvements in the
regulatory environment and liquidity, Nevada Power Co.'s much-
reduced short capacity position, a steady strengthening of
financial ratios, and the potential for further improvement with
debt refinancing," Standard & Poor's credit analyst Swami
Venkataraman said.
     
"However, given that financial ratios are expected to be weak for
the 'BB' category on account of large capital expenditures at the
utilities, prospects for an upgrade would be enhanced if Sierra
Pacific Resources were to issue equity, especially if the capital
expenditure plans were not moderated.  Downside risk is limited in
the near term, but may arise if the utilities again build up
significant deferred costs or are subject to regulatory
disallowances."
     
Proceeds from the offering will be used to:

   * retire $173 million outstanding under SPP's $250 million bank     
     revolving credit facility (which was drawn to repay maturing
     medium-term notes, series A-B);

   * repay $50 million medium-term notes, series C; and

   * redeem $51 million of series A preferred stock, with the
     approximate $21 million balance being used for general
     corporate purposes.
     
SPP provides electricity to 342,600 customers in:

   * western,
   * central, and
   * northeastern Nevada,

     including the cities of:

     -- Reno, and
     -- Carson City; and

   * the Lake Tahoe area in California.

SPP also provides natural gas service to 134,800 Reno customers.


SUNCOM WIRELESS: S&P Keeps CCC+ Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on
Berwyn, Pennsylvania-based SunCom Wireless Holdings Inc. and its
operating subsidiaries, including the 'CCC+' corporate credit
rating, on CreditWatch, where they were placed with negative
implications on Jan. 23, 2006.  The rating action follows the
March 16, 2006, release of the company's 10-K, which specified
that SunCom Wireless Inc.'s projected cash flow from operations
is not expected to be sufficient to fund:

   * debt service,
   * operating expenses, and
   * capital expenditure requirements past early 2007.

As a result of this projected shortfall, and absent additional
investment from either SunCom Wireless Holdings, Inc. or another
source this year, SunCom Wireless Inc., (which is the obligor for
all of the company's outstanding debt), will need to restructure
its balance sheet to reduce the level of outstanding debt.  
Standard & Poor's believes possible options for debt reduction
include a 'prepackaged' bankruptcy or debt exchange.
      
"We likely would view such an exchange as a distressed exchange;
upon completion of a distressed exchange, the corporate credit
rating would be lowered to 'SD', indicating a selective default,
and the exchanged debt would be lowered to 'D'," said Standard &
Poor's credit analyst Susan Madison.  Standard & Poor's
subsequently would assign a new corporate credit rating and
ratings to any outstanding debt issues based on the new capital
structure.
     
The 'B-' bank loan rating for Suncom Wireless Inc. remained on
CreditWatch with negative implications, but the bank loan recovery
rating of '1' is not on CreditWatch, indicating high expectations
for full (100%) recovery of principal in the event of bankruptcy
or payment default.  Even in the event of a selective default, the
value of the company's assets relative to the size of the secured
credit facility will continue to be substantial.  

SunCom currently owns licenses representing 465 million megahertz
population equivalents (MHz/POPs) and has a growing subscriber
base in excess of 965,000 subscribers.  Even using conservative
valuations for the spectrum and subscriber base, Standard & Poor's
believes there is sufficient asset value to provide full recovery
for secured lenders in the event of a default or reorganization.


TECH DATA: Completes EMEA Asset Sale to Global Knowledge
--------------------------------------------------------
Tech Data Corporation (NASDAQ:TECD) completed the sale of its EMEA
training business on March 10, 2006.  The Training Business, which
was considered a non-core operation, was sold to Global Knowledge
Network, for cash.  The Company will provide IT services for a
transitional period anticipated to be approximately 6 months, but
will have no other significant continuing involvement in the
operations of the business.

                      About Tech Data

Founded in 1974, Tech Data Corporation -- http://www.techdata.com/
-- distributes IT products, with more than 90,000 customers in
over 100 countries.  The company's business model enables
technology solution providers, manufacturers and publishers to
cost-effectively sell to and support end users ranging from
small-to-midsize businesses to large enterprises.  

                          *  *  *

As reported in the Troubled Company on March 20, 2006, Moody's
Investors Service affirmed Tech Data Corp.'s Ba1 corporate family
rating and changed the outlook to negative from stable.  The
negative outlook considers the increasing competitive pricing
pressures, steady gross margin decline, continued weakness in the
EMEA operations and weakened operating profitability on a year-
over-year basis.  It also incorporates the expected delay in the
achievement of the 1.1% EMEA operating margin target run rate as a
result of EMEA underperformance and the minor effects from Tech
Data's shift to more profitable business segments.

Tech Data Corp.'s 2% Convertible Subordinated Debentures due 2021
also carry Standard & Poor's BB+ rating and Fitch Ratings' BB
rating.


TKO SPORTS: Court Approves Arent Fox as Committee Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized the Official Committee of Unsecured Creditors of TKO
Sports Group USA to retain Arent Fox PLLC as its counsel, nunc pro
tunc to Nov. 28, 2005.

As reported in the Troubled Company Reporter on Dec. 15, 2005,
Arent Fox will:

     (a) assist, advise and represent the Committee in its
         consultation with the Debtor relative to the
         administration of this Chapter 11 case;

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

     (c) attend meetings and negotiate with the representatives of
         the Debtor and secured creditors;

     (d) assist and advise the Committee in its examination,
         analysis and prosecution of meritorious claims related to
         the conduct of the Debtor's affairs, including
         relationships and transactions with affiliates and
         insiders;

     (e) assist the Committee in the review, analysis and
         negotiation of any plan of reorganization that may be
         filed and to assist the Committee in the review, analysis
         and negotiation of the disclosure statement accompanying
         any plan of reorganization;

     (f) assist the Committee in its examination, analysis and
         prosecution of any claims arising under Chapter 5 of the
         Bankruptcy Code;

     (g) assist the Committee in the review, analysis, and
         negotiation of any financing or funding agreements;

     (h) take all necessary action to protect and preserve the
         interests of the Committee, including, without
         limitation, the prosecution of actions on its behalf,
         negotiations concerning all litigation in which the
         Debtor is involved, and review and analysis of all claims
         filed against the Debtor's estate;

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

     (j) appear, as appropriate, before this Court, the Appellate
         Courts, and other Courts in which matters may be heard
         and to protect the interests of the Committee before said
         Courts and the United States Trustee; and

     (k) perform all other necessary legal services in these
         cases.

Schuyler G. Carroll, Esq., a member at Arent Fox, disclosed that
he will bill $445 per hour for his services.  Mr. Carroll further
informs the Bankruptcy Court that the firm's other professionals
bill:

              Professional             Hourly Rate
              ------------             -----------
              Members                  $360 - $645
              Counsel                  $340 - $580
              Associates               $195 - $450
              Legal Assistants         $115 - $210

Headquartered in Houston, Texas, TKO Sports Group USA Limited,
a/k/a TKO Sports Group, Inc. -- http://www.strengthtko.com/--   
manufactures sporting goods and fitness equipment.  The Company
filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D. Tex.
Case No. 05-48509).  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $8,193,809 in assets and $10,571,610 in debts.


TRAINER WORTHAM: Fitch Affirms $16MM Preference Shares' BB Rating
-----------------------------------------------------------------
Fitch affirmed all classes of notes issued by Trainer Wortham
First Republic CBO III, Ltd.  These affirmations are the result
of Fitch's review process, and are effective immediately:

   -- $188,691,719 class A-1 notes at 'AAA'
   -- $60,750,000 class A-2 notes at 'AAA'
   -- $9,000,000 class B notes at 'AA'
   -- $8,000,000 class C notes at 'A'
   -- $13,651,023 class D notes at 'BBB'
   -- $16,000,000 Preference Shares at 'BB'

Trainer Wortham III is a collateralized bond obligation that
closed on Feb. 19, 2003 and is managed by Trainer Wortham &
Company, Inc., which is rated 'CAM2' as a structured finance asset
manager.  The notes issued by Trainer Wortham III are supported by
a portfolio composed of:

   * residential mortgage-backed securities (83%);
   * commercial mortgage-backed securities (5%);
   * asset-backed securities (4%);
   * corporate debt (4%); and
   * collateralized debt obligations (4%).

As a result of this analysis, Fitch determined that the current
ratings assigned to all classes of notes still reflect the current
risk to noteholders.

Since the last rating action on Sept. 26, 2005, Trainer Wortham
III has entered into its amortization period, and as of the
Feb. 28, 2006 payment date, began making principal paydowns to the
class A-1 notes.  Over that time period, the class A/B and class D
overcollateralization ratios have increased one-tenth of a percent
to 111.6% and 103.2% respectively, and are both in compliance with
their triggers of 103.5% and 101.75% respectively, as of the Feb.
28, 2006 note valuation report.  

The weighted average spread of the portfolio decreased to 2.53%
from 2.77% at the last review, remaining in compliance with its
trigger of 2.45%.  Similarly, the weighted average coupon of the
portfolio decreased to 6.39% from 6.57%, and is currently below
its trigger of 6.45%.

While Trainer Wortham III currently has no defaulted assets in its
portfolio, it does hold four manufactured housing securities that
could pose a potential credit concern.  Just prior to the end of
the reinvestment period, the collateral manager invested over $30
million in new collateral while maintaining the collateral quality
tests.

The ratings of the class A-1, class A-2 and class B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the class C and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the preference shares addresses the likelihood that investors
will ultimately receive the stated balance of principal by the
legal final maturity date.


TRITON AVIATION: Fitch Downgrades Two Note Class Ratings to C
-------------------------------------------------------------
Fitch Ratings took rating actions on these Triton Aviation
Finance notes:

   -- Class A-1 affirmed at 'BB-'
   -- Class A-2 affirmed at 'BB'
   -- Class B-1 downgraded from 'CC' to 'C'
   -- Class B-2 downgraded from 'CC' to 'C'
   -- Class C-1 remains rated 'C'
   -- Class C-2 remains rated 'C'

The downgrade on the Class B notes reflects Fitch's concern over
continually increasing interest shortfalls to that class.  Despite
slightly rebounding cash flow on the transaction as a whole,
structural considerations prevent Class B from receiving payments.
Fitch does not anticipate cash flow sufficient enough to provide
cash to the Class B going forward; compounding this issue is the
increased liability created by the interest accrual.  Fitch's
analysis incorporated several factors including:

   * aircraft age,
   * current portfolio value,
   * potential lease rates, and
   * perceived liquidity of the portfolio.

Triton is a Delaware business Trust formed to conduct limited
activities, including:

   * the issuance of debt; and

   * the:

       -- buying,
       -- owning,
       -- leasing, and
       -- selling of commercial jet aircraft.

Triton originally issued $720 million of rated notes in June 2000.
Primary servicing on 23 aircraft and back-up servicing is being
performed by International Lease Finance Corporation ('A+/F1' by
Fitch), while Triton Aviation Services Limited services the
remaining 28 aircraft.


UNIVERSITY HEIGHTS: U.S. Trustee Unable to Appoint Panel Members
----------------------------------------------------------------
In a statement filed with the U.S. Bankruptcy Court for the
Northern District of New York, Deirdre A. Martini, the U.S.
Trustee for Region 2, discloses that she couldn't appoint a
committee of unsecured creditors in University Heights
Association, Inc.'s chapter 11 cases.  The U.S. Trustee tells the
Court no creditor her office has contacted is interested in
serving on an official committee.

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four   
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Peter A. Pastore, Esq., at McNamee, Lochner,
Titus & Williams, PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and liabilities between $10 million and $50
million.


US WIRELESS: Plan Agent Wants Until Nov. 11 to Object to Claims
---------------------------------------------------------------
Executive Sounding Board Associates, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to extend until
Nov. 11, 2006, the period within which it can object to all proofs
of claim filed in U.S. Wireless Corporation and its debtor-
affiliates' chapter 11 cases.

Executive Sounding is the Liquidating Agent appointed under the
Debtors' confirmed Second Amended Liquidating Plan of
Reorganization.

The Bankruptcy Court had previously granted five extensions to the
Claims Objection Deadline, however, the Liquidating Agent wants
the additional time to be able to conclude settlement with David
Klarman, U.S. Wireless Corporation's former General Counsel,
before the claims administration process commences.  

As reported in the Troubled Company Reporter on Nov. 11, 2005,
receipt of the settlement funds from Mr. Klarman will determine
the ultimate resources available for distribution to creditors.

However, release of the Funds was held in abeyance pending Mr.
Klarman's sentencing, which will take place only after trial of
the Debtors' former CEO, Oliver Hilsenrath's criminal case in the
the U.S. District Court for the Northern District of California.

The Hilsenrath Trial has been moved from January to October this
year.

Headquartered in San Ramon, California, U.S. Wireless Corporation
is involved in research and development of wireless location
technologies, designs and implements wireless location networks
using proprietary "location pattern matching" technology.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Aug. 29, 2001 (Bankr. Del. Case No. 01-10262).  David M.
Fournier, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $17,688,708 in assets and
$22,239,832 in liabilities.  The Court confirmed the Debtors'
Amended Plan on June 10, 2003, and the Plan took effect on
June 25, 2003.


U.S. MICROBICS: Cash Flow Problems Trigger Going Concern Doubt
--------------------------------------------------------------
U.S. Microbics, Inc. reported its financial results for the fourth
quarter ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, U.S. Microbics incurred
a $887,399 net loss on $64,716 of total revenues.  For the three
months ended Dec. 31, 2004, the Company incurred a $614,535 net
loss on $164,081 of total revenues for the three months ended
Dec. 31, 2004.

At Dec. 31, 2005, U.S. Microbics' balance sheet showed $644,827 in
total assets and $2,022,401 in total liabilities.  The Company
reports a $28,723,743 accumulated deficit at Dec. 31, 2005.

                     Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about U.S. Microbics, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for
the years ended September 30, 2005 and 2004.  The auditing firm
pointed to the Company's difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations.

U.S. Microbics says that for the period ended Dec. 31, 2005, it
raised $346,861 principally through private placements of equity
securities and debt.  Although financing efforts are continuing,
there can be no assurances that additional private or public
financing, including debt or equity financing, will be available,
or if available, on terms favorable to the Company.

"The Company's failure to successfully obtain additional future
funding may jeopardize its ability to continue its business and
operations," management says.

A full-text copy of U.S. Microbics' annual report on Form 10QSB is
available for free at http://ResearchArchives.com/t/s?6bd

Headquartered in Carlsbad, California, U.S. Microbics, Inc. --
http://bugsatwork.com/-- is a business development and holding  
company that facilitates and develops the deployment of
environmental technologies through its two divisions, USM
Solutions and USM Capital Group, Inc.  USM Solutions consists of
five majority owned subsidiaries using biological technology to
revolutionize environmental cleanup and agricultural growth.   USM
Capital Group, Inc. is the financial services division that
assists in the financing and development of USM Solutions
companies and additional equity holdings primarily in
environmental industry companies desiring to go public. USM
Capital provides management consulting, administrative services,
and investor relations services to its clients


VARTEC TELECOM: Can Execute Services Agreement with Verizon
-----------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Texas, to execute a wholesale advantage services
agreement with Verizon Services Corp., effective Feb. 1, 2006.

Verizon Services and its affiliated incumbent local exchange
carriers provide DS0 UNE-P service offerings to the Debtors under
interconnection agreements or applicable tariffs, which services
enable the Debtors to provide local telecommunications service to
their customers.

The Debtors want to enter into the Commercial Agreement to replace
the UNE-P offerings, which are set to expire on March 10, 2006,
following the amendment of the UNEP services law.

The Commercial Agreement applies to all local circuit switched
dial-tone services, comprised of DS0 UNE-P replacement services
provided by Verizon to the VarTec Parties.

Pursuant to a separate agreement, the Commercial Agreement will be
assigned to Comtel Telcom Assets, L.P., as of the final closing
date of the deal.

The Debtors believe that there is minimal risk they'll incur any
administrative expense claims other than for services rendered in
the Commercial Agreement.  With their chosen price plan, the
Debtors also believe that they would not incur early termination
or minimum volume penalties from the termination of circuits
ordered under the Commercial Agreement.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No. 04-
81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  J. Michael Sutherland,
Esq., and Stephen A. Goodwin, Esq., at Carrington Coleman Sloman &
Blumenthal, represent the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it listed more than $100 million in assets and debts.


WESTAR ENERGY: Reports Fourth Quarter and Full-Year 2005 Results
----------------------------------------------------------------
Westar Energy reported revenues of $1.58 billion for the year
ended Dec. 31, 2005, compared with $1.46 billion in 2004.   

Retail revenues in 2005 increased by $54.5 million from 2004.  The
primary cause for the increase was warmer weather than the company
experienced in 2004.  

Wholesale revenues increased $46.9 million due primarily to warmer
weather and a wholesale power contract with another utility under
which Westar Energy supplies replacement power when the customer's
own generating station is unavailable.  Wholesale revenues result
from the company selling to other utilities energy produced at its
generating stations.

Energy marketing margins increased $20.8 million in 2005 compared
with 2004 reflecting favorable market opportunities.  Energy
marketing margins result primarily from transactions involving the
purchase and sale of energy not produced by the company.

The Company reported 2005 earnings of $134.6 million compared with
earnings in 2004 of $177.9 million.  

Westar Energy reported revenues of $394.1 million for the fourth
quarter ended Dec. 31, 2005, compared with $344.3 million for the
quarter ended Dec. 31, 2004.

Retail revenues increased by $17.0 million, reflecting increased
sales due primarily to cooler weather in the company's service
territory during the fourth quarter 2005 than for the same period
of 2004.  Cooler weather and higher wholesale power prices were
the primary factors causing an $18.9 million increase in wholesale
sales.  Energy marketing increased $15.1 million reflecting
favorable market opportunities in 2005 compared with 2004.

The company disclosed fourth quarter 2005 earnings of $7.4
million, including a $70.9 million charge to reverse mark-to-
market gains on fuel supply contracts for the company's generating
units.  This compares with earnings of $88.6 million for the
fourth quarter 2004, which included an after-tax gain from
discontinued operations of $71.9 million.

The after tax charge to reverse these mark-to-market gains was
$42.7 million.  The reversal is a result of the Kansas Corporation
Commission having approved the company's request to implement a
fuel adjustment clause.  

                     About Westar Energy  

Westar Energy, Inc. (NYSE: WR) -- http://www.WestarEnergy.com/--  
is the largest electric utility in Kansas, providing electric
service to about 660,000 customers in the state.  Westar Energy
has nearly 6,000 megawatts of electric generation capacity and
operates and coordinates approximately 33,000 miles of electric
distribution and transmission lines.

                          *  *  *

As reported in the Troubled Company Reporter on Jul. 14, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on electric generation and transmission company
Westar Energy Inc. and its subsidiary, Kansas Gas & Electric Co.

At the same time, Standard & Poor's assigned its 'BBB-' rating to
Westar's $250 million 5.10% first mortgage bonds due 2020 and $150
million 5.875% first mortgage bonds due 2036, that were previously
filed under a Rule 415 shelf registration.  The proceeds of those
July 2005 issues were used to refinance $365 million of higher-
cost debt securities.  The outlook remains positive, S&P says.  
Topeka, Kansas-based Westar has about $1.7 billion of long-term
debt outstanding.


WILLIAM LYON: S&P Puts B Senior Unsecured Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit
and senior unsecured ratings on William Lyon Homes (WLS) on
CreditWatch with developing implications.
     
The CreditWatch placements affect $550 million of senior unsecured
notes and follow the recent announcement that the company's
Chairman, CEO, and controlling shareholder, General William Lyon,
has proposed taking the company private.
     
General Lyon and certain trusts, of which his son is sole
beneficiary, control nearly 75% of the company's common shares.
General Lyon has offered to acquire all of the outstanding
publicly held minority stake in the company for $93 per share in
cash, without interest and less any required withholding taxes,
representing a 23% premium over the March 16 pre-offer closing
price.  General Lyon intends to finance this transaction through a
$267 million secured loan from Lehman Commercial Paper Inc. and
Lehman Brothers Inc.

Financing for this transaction, pending lender due diligence, will
occur outside the company and will be secured by real estate
assets and stock owned by General Lyon.  Total proceeds will
finance the roughly $230 million required to purchase the minority
stake not currently owned, certain forward contracts, and
transaction related fees.

Additionally, there is the possibility that another bidder could
enter the arena, although that is considered unlikely due to the
ownership structure.  The tender offer expires April 13, 2006,
unless extended and is subject to a non-waivable condition that at
least a majority of the shares held by the unaffiliated
stockholders be tendered pursuant to the offer.  This means that
the offer can only be completed if it is accepted by holders of a
majority of the minority interest.  The offer is also subject to
the condition that a sufficient number of shares be tendered to
cause General Lyon and the trusts to own collectively at least 90%
of the outstanding shares.  The tender offer is also subject to
General Lyon receiving proceeds under his financing commitment.     

If the tender is successful, Standard & Poor's expects the rated
senior notes will remain outstanding and believes management will
not deviate from its existing business and financial policies.  
The company's senior notes are presently rated one notch below the
corporate credit rating.  Secured debt levels average in the 15%-
30% range.  Consequently, Standard & Poor's criteria require its
rating on the senior notes to be one notch below the corporate
credit rating.
     
The ratings on the company reflect its good market position,
albeit a concentrated geographic business, and its improved
balance sheet and liquidity, which have contributed to improved
flexibility and reduced reliance on joint ventures.  These factors
were the primary reasons for the previous positive outlook on the
company.  WLS has no meaningful near-term debt maturities and has
$180 million available under its revolving credit facilities.
Profitability has improved, benefiting from strong demand and
pricing in its markets; however, margins are expected to decline
in 2006.  Secured debt levels and leverage have moderated, but
remain somewhat higher than the company's peers.  However, there
is flexibility at the current corporate credit rating, should
overall leverage increase modestly.
     
Standard & Poor's will meet with WLS management in the near future
to discuss the company's intended financing strategy.  If the
transaction is financed as contemplated, the ratings will be
affirmed.  If financing occurs on balance sheet, the unsecured
note rating will be lowered (if financing adds more secured debt).
Or, if leverage climbs to unacceptable levels, all ratings
will be lowered.
   
Ratings placed on creditwatch developing:

                             Rating

        William Lyon Homes          To              From
        ------------------          --              ----
        Corporate credit rating   B+/Watch Dev    B+/Positive
        Senior unsecured rating   B/Watch Dev     B


WINN-DIXIE: Has Until April 19 to File Plan of Reorganization
-------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates' request, Judge
Funk further extends their exclusive period to propose a plan of
reorganization to and including April 19, 2006, and their
exclusive period to solicit acceptances of that plan to and
including June 21, 2006.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that since January 2006, the Debtors have
been in close discussions with the Official Committee of
Unsecured Creditors regarding the appropriate structure of and
terms for a plan of reorganization.  The Debtors are still
continuing to work with the Creditors Committee and have made
progress with respect to a number of issues.

A significant open issue is the treatment of unsecured claims
against each of the individual affiliated Debtors, or in the
alternative, consideration of the substantive consolidation
of the Debtors' estates.

According to Mr. Baker, the Debtors and the Creditors Committee
are working together to resolve open issues to permit the Debtors
to timely file a plan of reorganization that will be consensual
among the various creditor constituencies and avoid protracted
litigation.

Mr. Baker assures the Court that if at the end of the extension
period, the Debtors and the Creditors Committee are not able to
agree on a Plan treatment of the Substantive Consolidation Issue
and any other open issues, the Debtors intend to file and solicit
creditor acceptances of a joint plan of reorganization which will
include resolutions that will be fair to all creditor
constituencies and preferable to the risk, expense, and delay
otherwise attendant to extended litigation of those issues.

The Creditors Committee supports the extension.  The Creditors
Committee informs the Court that it is also conducting an
investigation into various allegations to determine whether
releases of certain officers and directors are appropriate under
the Plan.

Wilmington Trust Company, in its capacity as successor indenture
trustee under an Indenture dated as of December 26, 2000, as
amended and supplemented, also supports the extension.

Pursuant to the 2000 Indenture, the Debtors issued $300,000,000
of 87/8% Senior Notes due 2008.

Arthur J. Spector, Esq., at Berger Singerman, PA, in Fort
Lauderdale, Florida, relates that Wilmington is independently
examining the Substantive Consolidation Issue.  

Should the Debtors propose a plan where the Substantive
Consolidation Issue is not resolved to Wilmington's satisfaction,
Wilmington intends to seek formal discovery and reserves the
right to seek the Court's legal and factual determination on the
issue, Mr. Spector says.

                       111 Stores Sold

Mr. Baker reports that as of Feb. 22, 2006, the Debtors have
completed the sale of 111 stores.  Gross proceeds from completed
sales exceed $40,000,000, exclusive of consideration paid for
inventory.

With one exception, the Targeted Stores that were not sold have
now been rejected pursuant to a Court-approved streamlined
rejection procedure.

Liquidations have been conducted at 245 stores, producing net
proceeds to the estates totaling $136,000,000, Mr. Baker tells
the Court.

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).


WINN-DIXIE: Gets Open-Ended Deadline to Decide on Leases
--------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 23, 2006, the
Debtors ask the U.S. Bankruptcy Court for the Middle District of
Florida to further extend the period within which they must move
to assume, assume and assign or reject the Unexpired Leases
through and including the date on which their confirmed plan of
reorganization becomes effective.

Moreover, the Debtors propose that each Lessor be permitted to
seek to shorten the Extension Period for cause with respect to a
particular Unexpired Lease.

                          Objections

More than 30 landlords ask the Court to deny the Debtors' request
or, in the alternative, limit the extension.

Among the Objecting Landlords are:

   * Aronov Property Management,
   * E&A Financing II, L.P.,
   * New Plan Excel Realty Trust, Inc.,
   * Prudential Insurance Company of America,
   * Regency Centers, L.P., and
   * Turney Durnham Plaza Partners Limited Partnership.

Some of the Landlords' Objections were settled after the Debtors
agreed to reduce the length of their requested extension as to
those Landlords' leases.

                           Court Ruling

Judge Funk extends the period within which the Debtors must
assume, assume and assign, or reject the Leases with respect to
77 Stores through the earlier of:

   (a) the date on which the Debtors begin soliciting votes on
       their plan of reorganization; or

   (b) May 1, 2006.

The period within which the Debtors must assume, assume and
assign or reject the Leases with respect to Store Nos. 488, 1335,
1419 and 2298 is extended through April 20, 2006.

The Resolved Landlord Objections that have not yet been withdrawn
are overruled.

Four objections remain unresolved.  These objections were filed
by:

   (1) Commodore Realty, Inc., and Isram Realty & Management,
       Inc., as managing agents for various Florida lessors;

   (2) Westfork Tower LLC, TA/Western LLC, Concord-Fund IV
       Retail, LP, TA Cresthaven, LLC, Flagler Retail Associates
       Ltd., and Elston/Leetsdale, LLC, by and through their
       property manager, Terranova Corporation;

   (3) Lassiter Properties, Inc.; and

   (4) London Associates, Ltd.

The hearing on the Unresolved Objections is continued until the
next omnibus hearing.  On an interim basis, Judge Funk extends
the Debtors' lease decision period with respect to Store Nos.
188, 217, 221, 254, 278, 279, 290, 328, 353, 356, 611, 662, 2323,
2330 and the Store at Palm Johnston Plaza, through March 23,
2006.

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).


WINN-DIXIE: Will Auction Pharmaceutical Assets Tomorrow
-------------------------------------------------------
Since Winn-Dixie Stores, Inc., and its debtor-affiliates filed for
bankruptcy, they have developed and implemented a new reduced
footprint.  Accordingly, the Debtors have closed or sold more than
500 stores and liquidated the inventory, furniture, fixtures, and
equipment at 216 of those stores.

The Debtors have since decided to sell or close 35 more
underperforming stores and intended to market and sell them as
ongoing businesses.

The 35 Targeted Stores are:

               Store No.     Designated Market Area
               ---------     ----------------------
                  310         Miami-Ft. Lauderdale
                  240         Miami-Ft. Lauderdale
                  339         Miami-Ft. Lauderdale
                  301         Miami-Ft. Lauderdale
                  217         Miami-Ft. Lauderdale
                  211         Miami-Ft. Lauderdale
                  205         Miami-Ft. Lauderdale
                  372         Miami-Ft. Lauderdale
                  215         Miami-Ft. Lauderdale
                 2324         Orlando-Daytona
                 2298         Orlando-Daytona
                 2330         Orlando-Daytona
                 2257         Orlando-Daytona
                 2650         Orlando-Daytona
                 2254         Orlando-Daytona
                 2387         Orlando-Daytona
                  659         Tampa-St. Petersburg
                  602         Tampa-St. Petersburg
                  613         Tampa-St. Petersburg
                  695         Tampa-St. Petersburg
                  643         Tampa-St. Petersburg
                  738         Myers-Naples
                  735         Myers-Naples
                  725         Myers-Naples
                  719         Myers-Naples
                  149         Albany
                   71         Albany
                 2357         West Palm Beach-Ft. Pierce
                  208         West Palm Beach-Ft. Pierce
                  185         Jacksonville
                  409         Columbus
                  516         Birmingham
                  192         Tallahassee
                 1571         Lafayette
                 1579         Baton Rouge

The Debtors posted the list of the 35 Stores in their Web site.  
As a result, the Debtors have experienced negative sales trends
at the Stores and based on the Debtors' past experience, the
negative sale will likely accelerate, D. J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, tells the
Court.

The Debtors seek authority from the U.S. Bankruptcy Court for the
Middle District of Florida to:

   (a) discontinue operations at each of the Targeted Stores and
       sell each Stores' existing inventory, equipment and
       supplies; and

   (b) sell the Merchandise, and the furniture, fixtures and
       equipment at the Targeted Stores, free and clear of liens,
       claims and interests;

   (c) in their sole discretion, abandon any Merchandise or FF&E
       they are unable to sell; and

   (d) sell the pharmaceutical inventory and prescriptions at the
       Targeted Stores to the Purchaser who submits the highest
       or best offer, free and clear of liens, claims, and
       interests.

                     Pharmaceutical Assets

The Debtors operate pharmacies at 30 of the Targeted Stores.  By
state law, the Debtors are unable to close a store without
selling or otherwise transferring the Pharmaceutical Assets to
another of its locations or to another vendor.

Where economically feasible, the Debtors will transfer the
Pharmaceutical Assets to another of their Stores.  Otherwise, the
Debtors will sell the Pharmaceutical Assets.

According to Mr. Baker, there is a significant market for
Pharmaceutical Assets among a fairly small group of purchasers.
The Debtors are providing an information package detailing the
Pharmaceutical Assets available for sale to each potential
purchaser that, in their business judgment, will purchase the
Pharmaceutical Assets for maximum value while minimizing the
competitive risk to the Debtors' operation.  The Debtors
anticipate receiving a number of offers for the Pharmaceutical
Assets.

                            Auction

An auction for the sale of the Pharmaceutical Assets will be held
on March 23, 2006, in the offices of Smith Hulsey & Busey, at 225
Water Street, Suite 1800, in Jacksonville, Florida.

At the conclusion of the Auction, the Debtors will determine,
after consultation with the DIP Lender Agent Representatives and
the professionals of the Official Committee of Unsecured
Creditors, which, if any, is the highest or best offer for any
Pharmaceutical Assets.

At the hearing on the motion, the Debtors will ask the Court to
approve each of the Successful Bidders.  The Debtors will conduct
the Auction in accordance with the Court-approved Bidding
Procedures.

                     Company's Statement

Winn-Dixie Stores, Inc., has completed a review of its entire
store portfolio and, as a result of this review, has decided to
sell or close 35 stores.

The closing of these stores is intended to enhance Winn-Dixie's
financial performance and help position it for profitability.  The
Company, together with its outside advisors, is conducting an
active marketing effort to identify potential buyers for these
stores.  Stores that cannot be sold will be closed.

Winn-Dixie currently operates 585 stores in Florida, Alabama,
Louisiana, Georgia, Mississippi, and the Bahamas.  A full list of
the targeted stores, along with the 550 continuing stores (which
include 10 that are temporarily closed as a result of Hurricane
Katrina), is available at http://www.winn-dixie.com/

Winn-Dixie President and Chief Executive Officer Peter Lynch
said, "Over the past several months, we have thoroughly reviewed
our store base in an effort to ensure Winn-Dixie is able to
emerge from Chapter 11 as a healthier and more competitive
company."  

"We have now completed this review and identified 35 stores to be
sold or closed because they do not meet our financial requirements
going forward.  We believe the 550 stores in our continuing
footprint will provide us with the most solid possible foundation
on which to build a more profitable future for Winn-Dixie.  At
this time, we do not expect any other store closings as part of
our Chapter 11 reorganization process."

He continued, "Wherever possible, we will try to provide
employment opportunities for affected Associates in nearby Winn-
Dixie stores.  In addition, companies interested in buying these
stores may offer positions to impacted Associates.  Stores that
cannot be sold will be closed.  We will offer assistance to
impacted Associates to help them through a transition period."

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).


WORLDCOM INC: Asks Court to Determine Refund Claims Rights
----------------------------------------------------------
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York City, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Reorganized WorldCom, Inc., and its
debtor-affiliates and the Internal Revenue Service dispute if a
data service called COBRA  -- central office-based remote access -
- that converts analog data from dial-up modems into a high-speed
data stream for the Internet, should be subject to the 40 year old
excise tax on local telephone service.

On the one hand, one of the Reorganized Debtors, UUNET
Technologies, Inc., paid millions of dollars in prepetition
federal excise tax for its purchases of COBRA service, and has
sought a refund of those payments from the IRS.  On the other
hand, the IRS asserts that UUNET owes approximately $16,000,000 in
additional excise tax for the COBRA services that it purchased.

As of January 31, 2006, the Reorganized Debtors have been pursuing
their refund claims through the administrative procedures
established by the IRS.

Mr. Perez notes that Section 505 of the Bankruptcy Code provides
the Court with the authority to determine the legality of any tax
and any right to a refund of taxes that have been erroneously
collected.

Because the parties are currently litigating the issue of whether
federal excise tax applies to COBRA service, litigating the refund
claims in a separate court would force the parties and the courts
to duplicate efforts, Mr. Perez asserts.

                    UUNET's Refund Claims

The Communications Excise Tax, codified in Section 4251 of the
Internal Revenue Code, provides that only three types of
communications services are subject to taxation:

   a. Local telephone service,
   b. Toll telephone service, and
   c. Teletypewriter exchange service.

Although COBRA service does not provide the purchaser to
communicate telephonically with anyone, local exchange carriers
that sell COBRA collected the federal excise tax pertaining to
UUNET telephone services.

Because COBRA service does not fall within any of the taxable
service, UUNET requested a refund for federal excise tax it paid
during the period:

   a. July through December 1998;
   b. January 1999 through September 2001; and
   c. October 2001 through December 2004.

According to Mr. Perez, the Refund Claims were properly submitted
to the IRS on Forms 8849 with supporting documentation in
accordance with the IRS-established procedures.

On July 2, 2004, IRS then filed Claim No. 38365 for $16,276,440,
as an administrative expense claim for excise taxes against UUNET
for its purchase of COBRA service.

The Reorganized Debtors objected Claim No. 38365, stating that no
amount was due on that claim because COBRA services are not taxed
by Section 4251 of the Internal Revenue Code.

Accordingly, the Reorganized Debtors ask the Court to determine
their rights under the Refund Claims with respect to federal
excise taxes paid for the purchase of COBRA service.

The Reorganized Debtors further ask the Court to determine whether
UUNET owes federal excise tax on its purchases of COBRA service.

To avoid wasting limited resources with duplicative litigation,
the Reorganized Debtors also ask the Court to consolidate their
Motion with their Objection to the IRS Claim.

                       About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 114; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Moves for Summary Judgment on HSG/ATN Claims
----------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for summary judgment
as to all matters regarding Claim Nos. 36482 and 38458, as
allegedly amended by Claim Nos. 38580 and 38583.

Douglas Y. Curran, Esq., at Stinson Morrison Hecker LLP, in
Kansas City, Missouri, tells the Court that in 2003, HSG/ATN filed
two proofs of claim for commissions it allegedly earned as a
commissioned representative of the Reorganized Debtors:

          Claim No.             Claim Amount
          ---------             ------------
            36482                $7,106,348
            38458                   675,710

The Debtors and HSG/ATN are parties to an August 4, 1998
Representation Agreement, whereby HSG would secure customers
exclusively for the Debtors and the Debtors would pay HSG a
commission based on the customer billings.  HSG was obligated to
procure customers solely for WorldCom and for no other
telecommunications service provider, Mr. Curran emphasizes.

The Agreement provided that either party could terminate the
agreement upon proper notice.  HSG notified the Debtors that it
wanted to terminate the Agreement.  The Debtors accepted HSG's
termination of the Representation Agreement effective July 28,
2002.

Mr. Curran asserts the Debtors paid those commissions due to HSG.  
The last payment was made on November 15, 2002.

HSG subsequently began targeting customers it had procured for
MCI WorldCom to switch to another service provider, according to
Mr. Curran.  Therefore, the Debtors' obligation to pay residual
commissions ceased pursuant to the terms of the Representation
Agreement, and all of HSG's claims can be determined and denied as
a matter of law, Mr. Curran contends.

The Debtors sent HSG a Notice that it was in violation of the
Representation Agreement on or about November 14, 2002.

Mr. Curran argues that the Agreement, in requiring HSG to choose
between the collection of previously earned commissions and the
pursuit of new commissions, is lawful and not against public
policy.

Mr. Curran also asserts that the Agreement is an arm's-length
transaction between sophisticated businesses.  The condition to
HSG receiving future commissions was spelled out in the contract
and was well known to HSG.  No surprise or unequal bargaining
power has or could be asserted by HSG.  Accordingly, the
Agreement is not unconscionable and should be enforced as written.

                      About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 114; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Cadwalader Wickersham Hires Susan Cohen as Special Counsel
------------------------------------------------------------
Susan Cohen joined Cadwalader, Wickersham & Taft LLP, one of the
world's leading law firms, as special counsel in the Corporate and   
Mergers & Acquisitions Department, resident in New York.  She was
formerly a co-chair of the M&A Practice group at Akin Gump Strauss
Hauer & Feld LLP.

"We are pleased to add another highly talented attorney to our
practice," Louis J. Bevilacqua, Chairman of Cadwalader's
Corporate/Mergers & Acquisitions Department, stated.  "She brings
to us not only exceptional skills but a wide range of experience
in various industry sectors."

Ms. Cohen focuses her practice on domestic and international
corporate law, including stock and asset acquisitions and
dispositions, debt and equity financings, and investment and
restructuring transactions.  Her representation of creditors and
institutional and investment fund bondholder groups includes
advising in both in- and out-of-court restructurings,
reorganizations, debt tender and exchange offers, and consent
solicitation as well as investments in distressed situations.  She
also offers general corporate representation to both public and
private companies.

Ms. Cohen earned her J.D. from Brooklyn Law School, where she was
the Symposium Editor of the Brooklyn Journal of International Law.  
She obtained a Bachelor of Arts from Boston University.

             About Cadwalader, Wickersham & Taft LLP

Established in 1792, Cadwalader, Wickersham & Taft LLP --
http://www.cadwalader.com/-- is one of the world's leading  
international law firms, with offices in New York, London,
Charlotte, Washington and Beijing.  Cadwalader serves a diverse
client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in antitrust,
banking, business fraud, corporate finance, corporate governance,
environmental, healthcare, insolvency, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, real estate, securities and financial institutions
regulation, securitization, structured finance, and tax.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Accessory Show
         Victor Hotel, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

March 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Accessory Show
         Victor Hotel, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

March 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Reception and Presentation on Certified
         Turnaround Professional Program
            Fennemore Craig, Phoenix, Arizona
               Contact: http://www.turnaround.org/

March 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMAssist - Commercial Loan Workout Workshop
         Marriott New Orleans, Louisiana
            Contact: http://www.turnaround.org/

March 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Gary Sutton: Turnaround Practitioner & Author
         Solera, Minneapolis, Minnesota
            Contact: http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Fundraiser for Make-A-Wish Foundation
         Bookbinder's Restaurant, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

April 4, 2006  
   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?  David Feldman
         Audio Conference
            Contact: 240-629-3300; or  
               http://www.beardaudioconferences.com/

April 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      April Fools Networking Cocktail Reception
         University Club, New York, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Poker Night & Mixer
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

April 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Board Meeting
         Much Shelist, Chicago, Illinois
            Contact: 815-469-2395 or http://www.turnaround.org/

April 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Comedy Night at Governors
         TBA, Levittown, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

April 12, 2006  
   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

April 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Monthly Dallas/Ft. Worth meeting
         CityPlace Center, Dallas, Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Key Indicators in Financial Distress
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Accounting in a Restructuring Context
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

April 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner with The Honourable Allan Wachowich, Chief Justice of
         the Court of Queen's Bench of Alberta
            Petroleum Club, Edmonton, Alberta
               Contact: 403-294-4954 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA
         Syracuse, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Panel Program on the Role of Trustees and Examiners &
         Networking Reception
            Arizona
               Contact: http://www.turnaround.org/

May 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Regional Golf Event
         TBD, Austin (tentative), Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

May 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Organization of Women
         Di Bruno Bros., Philadephia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

May 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management for SMEs
         University of Technology, Sydney, Australia
            Contact: http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Hold 'em Networking Event
         TBA, St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      InterChapter Texas Hold 'em
         TBA - Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Amendments to the Bankruptcy Code - Seven Months Later
         Mid-Day Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or  
                  http://www.ibanet.org/

May 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA - New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Wicked Theatre Event
         Oriental Theatre, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/  

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Seminar
         National Cable Television Center & Museum, Denver, CO
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Forensic Accounting (Arizona Chapter Meeting)
         Arizona
            Contact: http://www.turnaround.org/

May 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Great Lakes Regional Conference and Golf Tournament
         Ellicottville, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 23-26, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      5th ABI Litigation Skills Symposium
         King and Spalding LLP, Atlanta, Georgia
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                         *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA.  Emi Rose
S.R. Parcon, Rizande B. Delos Santos, Cherry Soriano-Baaclo,
Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva,
Lucilo Pinili, Jr., Tara Marie Martin, Marie Therese V. Profetana,
Shimero Jainga, and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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