TCR_Public/060327.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 27, 2006, Vol. 10, No. 73

                             Headlines

ANCHOR GLASS: John Dubel Steps Down as Chief Restructuring Officer
ANCHOR GLASS: Court Says Madeleine Will Hold $350,000 Escrow Fund
ATA AIRLINES: Ameritech Wants Debtors' Claim Objections Overruled
ATA AIRLINES: Balks at Rolls-Royce's $6.4 Million Damage Claims
ATLANTIC STREET: Moody's Holds Low-B Ratings of Two Cert. Classes

BEAR STEARNS: DBRS Puts BB(high) Rating on $2.1MM Class A-3 Notes
BIJOU-MARKET: Wants Court to Establish June 1 as Claims Bar Date
BIRCH TELECOM: Court Approves Settlements with 23 Key Parties
BIRCH TELECOM: Court Approves Settlements with WilTel and Xerox
BRANDYWINE REALTY: To Sell $850 Million of Senior Unsecured Notes

BROWN SHOE: Earns $13.4 Million in Fourth Quarter Ended Jan. 28
BROWN SHOE: Board Okays 3-For-2 Split of Common Stock
CALPINE CORP: Gets Court Nod to End Power Purchase Deal with Cleco
CATHOLIC CHURCH: Spokane Wants to Hire Keen Realty as Consultant
CATHOLIC: Judge Perris Won't Recuse Herself from Portland's Case

CHAPMAN KELLEY: Case Summary & 10 Largest Unsecured Creditors
CINRAM INT'L: Releases Financials and Board Approves Conversion
CIT HOME: S&P Downgrades Class BF Loan's Rating to BB from BBB
CLECO CORP: Gets Court Nod to End Power Purchase Deal with Calpine
COLLINS & AIKMAN: Wants Northern Trust to Turn Over Trust Assets

COLLINS & AIKMAN: Objects to Kimsworth Payment Request
CONGOLEUM CORP: Posts $6.9 Mil. Net Loss in 4th Qtr. Ended Dec. 31
CREDIT SUISSE: Low Bond Credit Levels Cue Moody's Rating Review
CREDIT SUISSE: Moody's Holds Junked $6 Mil. Class P Cert. Rating
DANA CORP: To Pay $78.5 Million Shippers and Warehousemen Claims

DELTA AIR: Flight Attendants Ask Public to Sign Support Petition
DORAL FINANCIAL: Moody's Cuts Subord. Debt Rating to B2 from B1
EMERITUS CORP: Dec. 31 Equity Deficit Narrows to $113 Million
ESCHELON TELECOM: S&P Rates $46 Mil. Sr. 2nd Secured Notes at B-
FACTORY 2-U: Chapter 7 Trustee Taps Recovery Services as Agent

FAIRFAX FINANCIAL: Fitch Puts $1.1 Bil. Debts' B+ Ratings on Watch
FASSBERG CONSTRUCTION: Panel Wants to File Competing Reorg. Plan
FOAMEX INT'L: Wants Plan Solicitation Period Stretched to Aug. 15
FOAMEX INT'L: Wants Until July 14 to File Notices of Removal
G+G RETAIL: Otterbourg Steindler Hired as Committee's Counsel

G+G RETAIL: Panel Taps Abacus Advisors as Business Consultants
GALVEX CAPITAL: Committee Taps DLA Piper as Bankruptcy Counsel
GALVEX HOLDINGS: Bankr. Court Allows Lenders to Replace Directors
GARDENBURGER INC: Court Confirms Reorganization Plan
GARDENA CITY: Moody's Places Ba2 Rating on Watch and May Upgrade

GENERAL MOTORS: Kohlberg Kravis Buys GMAC Stake for $9 Billion
GENESCO INC: Earns $31.2 Million in Fourth Quarter Ended Jan. 28
GLAZED INVESTMENTS: U.S. Trustee Appoints 3-Member Committee
GMACM MORTGAGE: S&P Affirms 28 Certificate Classes' Low-B Ratings
GOOD SAMARITAN: Moody's Holds B1 Bond Rating & Negative Outlook

GRUMMAN OLSON: Court Extends Time to Object to Proofs of Claim
GRUPO GIGANTE: S&P Puts BB Rating on $250 Million Notes Due 2016
HAYES LEMMERZ: Poor Performance Cues S&P to Put B+ Rating on Watch
INAMED CORP: Closes Merger Deal with Allergan Inc.
INT'L GALLERIES: Committee Hires Winstead Sechrest as Counsel

JAKE'S GRANITE: Arizona Court Confirms Plan of Reorganization
JEROME DUNCAN: U.S. Trustee Wants Case Converted to Chapter 7
JOHNSONDIVERSEY HOLDINGS: S&P Puts Low-B Ratings on Negative Watch
JOHN LINEK: Case Summary & 20 Largest Unsecured Creditors
KANSAS CITY SOUTHERN: S&P Puts B- Preferred Stock Rating on Watch

KING PHARMA: $400 Mil. Note Offering Cues Moody's to Hold Ratings
KNOLL INC: Dec. 31 Balance Sheet Shows $37.7 Mil. Positive Equity
LB-UBS TRUST: Moody's Holds Junked $3 Mil. Class S Cert. Rating
LIBERTY GLOBAL: Selling French Cable Unit for EUR1.25 Billion
LORBER INDUSTRIES: Taps Elgort Textile as Liquidator

LUCENT TECH: In Talks Over Possible Alcatel Merger
MACREPORT.NET: Auditors Express Going Concern Doubt
MANITOWOC CO: S&P Raises Corporate Credit Rating to BB from BB-
MBA BANCO: Moody's Junks Long-Term Foreign-Currency Deposit Rating
MCCANN INC: Plan Confirmation Hearing Set for April 27

MEDICALCV INC: Negative Cash Flows Prompt Going Concern Doubt
MGM MIRAGE: S&P Assigns BB Rating to $750 Million Senior Notes
NS REPACK: S&P Downgrades $94 Million Notes' Rating to B from B+
O-CEDAR HOLDINGS: Chapter 7 Trustee Taps RSI as Collection Agent
O'SULLIVAN IND: Panel Hires Chanin as Advisor on Final Basis

OCWEN RESIDENTIAL: Moody's May Downgrade B3 Certificate Rating
OMEGA HEALTHCARE: Case Summary & 3 Largest Unsecured Creditors
ON SEMICONDUCTOR: S&P Puts B+ Rating on $639.1 Million Term Loan
OPTINREALBIG.COM: Wants Plan-Filing Period Extended Until May 5
PORTUS ALTERNATIVE: Mr. Justice Campbell Enters Bankruptcy Order

PREFERREDPLUS TRUST: S&P Lowers $31.2MM Certificates' Rating to BB
RED TAIL: Exclusive Plan-Filing Period Extended to April 15
REVLON INC: Completes $110 Million Class A Rights Offering
RIVIERA HOLDINGS: S&P Places B Corporate Credit Rating on Watch
ROYAL & SUN: S&P Lowers Ratings to BB & Holds Outlook at Negative

SEARS HOLDINGS: Reports Fourth Quarter and Full Year 2005 Results
SCHOLASTIC CORP: S&P Lowers Corp. Credit Rating to BB+ from BBB-
SCHOOL SPECIALTY: Moody's Withdraws Ratings at Company's Request
SEA CONTAINERS: 10-K Filing Delay Prompts Moody's Rating Review
SPIRITCORP INC: Case Summary & 20 Largest Unsecured Creditors

STELCO INC: Seeks Court Order on Amended Floating Rate Notes
STELCO INC: TSX Halts Trading on 9.5% Sub. Debentures due 2007
STELCO INC: Ensures March 31 Plan Implementation Date
SUPERB SOUND: Court OKs $757K Tri-Phase Sale to Audio Automation
SUPERIOR ESSEX: S&P Holds Low-B Ratings & Revises Outlook to Pos.

T.A.T PROPERTY: Has Until March 30 to File a Chapter 11 Plan
TCR I: U.S. Trustee Wants Case Converted to Chapter 7
TECH DATA: Fitch Affirms BB+ Ratings & Changes Outlook to Stable
TIME WARNER: Moody's Junks Proposed $200 Mil. Senior Notes Rating
TRIMARAN CLO: Moody's Puts Ba2 Rating on $11 Mil. Class E Notes

TRIMEDIA ENT: January 31 Balance Sheet Upside-Down by $7.42 Mil.
VALEANT PHARMA: VISER1 Trial Results Cue Moody's to Hold Ratings
VIASYSTEMS INC: S&P Affirms B Rating & Revises Outlook to Positive
VILLAGES AT SARATOGA: Files Plan & Disclosure Statement in Utah
VITRO S.A.: S&P Downgrades Corporate Credit Rating to B- from B

* Alvarez & Marsal Hires James Decker as Managing Director

* BOND PRICING: For the week of Mar. 20 - Mar. 24, 2006

                             *********

ANCHOR GLASS: John Dubel Steps Down as Chief Restructuring Officer
------------------------------------------------------------------
John S. Dubel, Anchor Glass Container Corporation's chief
restructuring officer, terminated his employment with AP Services
LLP on Feb. 28, 2006.

Rebecca Roof became Anchor's chief restructuring officer on
March 1, 2006.

The Debtor asks the U.S. Bankruptcy Court for the Middle District
of Florida to amend the Final Order authorizing AP Services'
employment to reflect Ms. Roof's appointment.

As reported in the Troubled Company Reporter on Jan. 10, 2006, the
Bankruptcy Court authorized Anchor Glass to retain AP Services,
LLC, as its crisis manager pursuant to the terms of an engagement
letter dated Sept. 6, 2005.

Under the APS Engagement Letter, Anchor and APS agree that:

    -- APS will provide, at Anchor's request, temporary employees
       to assist the Debtor in its restructuring efforts; and

    -- APS' Managing Director, John S. Dubel, will serve as the
       Debtor's Chief Restructuring Officer under the direct
       supervision of Anchor's Chief Executive Officer and the
       Special Committee of the Board of Directors.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Says Madeleine Will Hold $350,000 Escrow Fund
-----------------------------------------------------------------
The U.S. Bankruptcy Court  for the Middle District of Florida
clarified that Madeleine LLC will continue to hold the $350,000
Settlement Amount until further Court order.

Upon receipt of a certificate that the Plan of Reorganization has
been confirmed, the Plan has become effective and the Alpha
Resolution Trust has been funded, Madeleine will transfer the
Reserved Payment to the Debtor's account.

If the Plan is not confirmed or does not become effective, the
Official Committee of Unsecured Creditors will retain all rights
to urge that the Reserved Payment be payable solely to general
unsecured creditors.

As reported in the Troubled Company Reporter on Feb. 21, 2006, the
Bankruptcy Court allowed Madeleine's claim in the reduced amount
of $15,562,861.

In addition, Judge Paskay authorizes Madeleine to apply and
satisfy its Claim and all obligations due and owing under the
Madeleine Loan Agreement from the Segregated Account.  On
application of the funds, Madeleine will have no further claim
against the Debtor except the contingent indemnification claims in
the Payoff Letter.

Madeleine will hold $350,000 in an Escrow Account.  Judge Paskay
makes it clear that Madeleine will have no beneficial interest in
or claim on the funds in the Escrow Account.  Madeleine will
transfer the funds in the Escrow Account to an account designated
by the Committee or to the Debtor.

As reported in the Troubled Company Reporter on Jan. 26, 2006, the
Debtor is indebted to Madeleine pursuant to a Loan and Security
Agreement dated Feb. 14, 2005.  Madeleine asserted a claim in the
Debtor's case for $15,373,880 as of the Petition Date.  Madeleine
holds a security interest in the Debtor's property, including a
junior security interest on the Debtor's  accounts and inventory,
and certain other collateral.

On Sept. 15, 2005, Debtor executed a payoff letter and tendered to
Madeleine $15,912,861, which included, interest fees and costs.
Madeleine received the Payoff and deposited it in a segregated
account.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Ameritech Wants Debtors' Claim Objections Overruled
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 28, 2006, ATA
Airlines, Inc., and its debtor-affiliates objected to 12 proofs of
claim filed in their Chapter 11 cases on the grounds that:

    (a) the amounts claimed do not match the amounts reflected in
        their books and records; or

    (b) they are not liable for the Claims.

The Reorganizing Debtors asked the U.S. Bankruptcy Court for the
Southern District of Indiana to disallow the 12 Claims in their
entirety, or to reduce the claim amounts to the amounts shown as
due and owing in their books and records.  A list of the 12 Claims
is available at no charge at http://researcharchives.com/t/s?6ee

                         Ameritech Responds

On January 24, 2005, Ameritech Credit Corporation, doing business
as SBC Capital Services, filed a proof of claim for $1,500,720.

The Debtors objected to the Claim because it does not coincide
with their books and records.

Ameritech acknowledges that the amount of its Claim is not
accurate at that time it was filed.  Nevertheless, Ameritech
asserts it has a substantial claim against the Reorganizing
Debtors.

The parties have engaged in numerous negotiations regarding the
Ameritech lease schedules.  A final agreement has been reached as
a result of those negotiations and Ameritech has a remaining claim
for $831,388.

Accordingly, Ameritech asks the Court to overrule the Debtors'
objection and grant Ameritech an allowed unsecured claim for
$831,388.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATA AIRLINES: Balks at Rolls-Royce's $6.4 Million Damage Claims
---------------------------------------------------------------
Prior to their bankruptcy filing, ATA Airlines, Inc., and its
debtor-affiliates' fleet consisted of a significant number of late
model Boeing 757-200 and Boeing 757-300 aircraft.  These aircraft
utilized Rolls-Royce RB211-535E4 engines.

The Debtors entered into a Fleet Hour Agreement dated Dec. 26,
2002 with Rolls-Royce plc whereby the Debtors would pay Rolls-
Royce a fixed fee per hour flown on each RB211-535E4 engine and
Rolls-Royce would then perform maintenance on the engines when
necessary.

The Debtors rejected the FHA on March 30, 2005.

Rolls-Royce, on January 22, 2005, filed Claim No. 1357 seeking
prepetition damages under the FHA totaling $6,439,337 and lease
rejection damages under that same agreement totaling $269,000,000
based on an estimated rejection date of January 5, 2005.

Because the Debtors believe that Rolls-Royce's claim is greatly
exaggerated with regard to the lease rejection damage calculation,
the Debtors object to Claim No. 1357.

Representing the Debtors, Jeffrey J. Graham, Esq., notes that
Rolls-Royce's claim seeks to recover all monies it would have
received under the FHA from April 1, 2005, through December 31,
2011.  "However, by virtue of the Debtors' rejection of the FHA
prior to any major maintenance event, Rolls-Royce saved millions
of dollars in parts and labor costs that would have been expended
in maintaining the Debtors' Boeing 757 engines.  Claim number
1357 is therefore inaccurate as it fails to take into account the
future expenses saved by Rolls-Royce due to the Debtors' early
rejection of the FHA."

Thus, the Debtors object to Claim No. 1357 to the extent that it
fails to include any mitigation by Rolls-Royce and that it fails
to credit the Debtors for the service expenses Rolls-Royce will
save due to the Debtors' early rejection of the FHA.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATLANTIC STREET: Moody's Holds Low-B Ratings of Two Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed these ratings of UBS 400
Atlantic Street Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1A:

   * Class B-1, $7,500,000, Fixed, affirmed at Baa1
   * Class B-2, $4,200,000, Fixed, affirmed at Baa2
   * Class B-3, $5,000,000, Fixed, affirmed at Baa3
   * Class B-4, $4,235,000, Fixed, affirmed at Ba1
   * Class B-5, $8,844,309, Fixed, affirmed at Ba2

The Certificates are collateralized by a $29,779,310 subordinate
mortgage note on 400 Atlantic Street, a 15-story, 499,198 square
foot, Class A office building located in Stamford, Connecticut.

The property is currently 91.6% leased, compared to 100.0% at
securitization.  Approximately 83.0% of the building is leased to
credit tenants including American Express, UBS, Abbey National
Plc, and International Paper Company.

American Express, which leases approximately 38.0% of the
building's net rentable area, occupies only a portion of its space
and has subleased the majority of the vacant space to UBS at a
significantly reduced rate.  Additionally, American Express, whose
lease expires in September 2011, has the right to terminate its
lease on Sept. 30, 2008 with the payment of an $8.5 million
termination fee.  Lease rollover prior to the American Express
termination option date in September 2008 is limited to UBS, which
leases 14.7% of the net rentable area through September 2007.  
International Paper whose lease expires in December 2015 has
announced that it will be vacating the building in the 3rd Quarter
of 2006.  The Stamford Class A office market vacancy is currently
in excess of 17.0%.  Inventory will increase by an additional
132,000 square feet with the departure of International Paper
Company from the building.

Moody's loan to value ratio is 77.1%, compared to 76.0% at Moody's
last review in September 2004 and compared to 70.1% at
securitization.  Moody's is affirming Classes B-1 through B-5 but
will continue to closely monitor the building's performance.


BEAR STEARNS: DBRS Puts BB(high) Rating on $2.1MM Class A-3 Notes
-----------------------------------------------------------------
Dominion Bond Rating Service assigned these to the NIM Notes,
Series 2006-11, issued by Bear Stearns Structured Products Inc.
NIM Trust 2006-11:

   * $31.0 million, NIM Notes, Series 2006-11, Class A-1
     -- New Rating A (low)

   * $5.1 million, NIM Notes, Series 2006-11, Class A-2
     -- New Rating BBB (low)

   * $2.1 million, NIM Notes, Series 2006-11, Class A-3
     -- New Rating BB (high)

The NIM Notes are backed by a 100% interest in the Class C
Certificates issued by SACO I Trust, 2006-3.  The underlying
Class C Certificates will be entitled to receive the excess cash
flows, if any, generated by the Mortgage Loans each month after
payment of all the required distributions, as well as all
prepayment premiums or charges received in respect of the mortgage
loans.  The NIM Notes will also be entitled to the benefits of the
Underlying Swap Agreement with Wachovia Bank, National
Association.

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 Classes A-1, A-2, and A-3 note holders
until the principal balance of each such class has been paid to
zero.  Any remaining amounts will be paid in full to the holders
of the Class C Notes issued by the NIM Trust. Class C Notes are
not rated by DBRS.

The mortgage loans in the Underlying Trust were originated or
acquired by various originators, including American Home Mortgage
Investment Corp.  All loans are fixed-rate, second-lien mortgage
loans that are subordinate to the senior lien mortgage loans on
the respective properties.


BIJOU-MARKET: Wants Court to Establish June 1 as Claims Bar Date
----------------------------------------------------------------
Bijou-Market, LLC, asks the U.S. Bankruptcy Court for the Northern
District of California to establish June 1, 2006, as the general
deadline for filing proofs of claim.

The Debtor tells the Court that it will be unable to proceed with
efforts to reorganize until it can identify the universe of claims
against it.  The Debtor says that in addition to creditors, it
plans to also provide notice to all its employees including all
dancers who worked at the Debtor's clubs since 1999.

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


BIRCH TELECOM: Court Approves Settlements with 23 Key Parties
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Birch Telecom, Inc., and its debtor-affiliates' Settlement Term
Sheets with 23 Key Parties.  The Court entered its order on
March 22, 2006.

The Court also authorized the Debtors to execute any documents
necessary to consummate the Settlements.

The 23 Key Parties are:

     * Ace*Com;
     * Broadwing Communications LLC;
     * CIENA Communications Inc.;
     * Consolidated Communications Operator Services Inc.;
     * Dynavar Corporation;
     * Fair Isaac Corporation;
     * Grande Communications Networks, Inc.;
     * Keith L. Anderson, dba Northrock Business Park
     * Lucent Technologies Inc.;
     * MeGregor Intreats Freeway, LLC;
     * MCI Communications Services Inc.,
          dba Verizon Business Services;
     * Mclead USA, Incorporated;
     * NTT Communications;
     * Positive Networks, Inc.;
     * Qwest Corporation & Qwest Communications Corporation;
     * Receivable Management Services;
     * SalesNet, Inc.;
     * South Dakota Network, LLC;
     * Software Plus;
     * Speedway Inc.;
     * Telcove Inc.;
     * Verisign, Inc.; and
     * VoiceLog, LLC.

A 25-page summary of each Settlement Term Sheet is available for
free at http://ResearchArchives.com/t/s?6e8

Under the Settlements, the Debtors and each of the Key Parties
resolve:

   1) disputes regarding proofs of claim filed by each Key
      Party and any claims associated with the Debtors' assumption
      of any agreements with the Key Party; and

   2) the terms of their business relationships going forward.

The Debtors gave the Court two reasons for approving the
Settlements:

   1) the Settlement Agreements are fair, reasonable, equitable
      and in the best interests of the Debtors' estates;

   2) the Settlements provide valuable benefits to their estates;  
      because they:

      a) reduce general unsecured claims against the estate
         and reduce cure payments; and

      b) maintain services by the Key Parties to the Reorganized
         Debtors through the Debtors' assumption of executory
         contracts or real property leases or the Debtors'
         rejection of the Agreements under the Settlements with an
         option to enter into a new agreement with the Key Party
         on the effective date of the Settlement.

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.


BIRCH TELECOM: Court Approves Settlements with WilTel and Xerox
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Birch Telecom, Inc., and its debtor-affiliates' Settlement
Agreements with WilTel Communications, LLC and Xerox Corporation.  
The Court entered its order on March 22, 2006.

The Court also authorized the Debtors to execute any documents
necessary to execute the two Settlement Agreements.

        Summary of the WilTel and Xerox Settlements

Under the WilTel Settlement:

   1) the Debtors will assume the Master Services Agreement and
      the Debtors and WilTel will amend that Agreement in
      accordance with the terms of the Settlement Document; and

   2) in full satisfaction of the Debtors' cure obligation owed to
      WilTel and in full satisfaction of WilTel's prepetition
      obligations to Birch Telecom, WilTel will pay Birch Telecom
      a negotiated amount within three business days after the
      effective date of the Settlement, provided, however, that if
      the Debtors are in default of their obligations to WilTel on
      the payment date, then WilTel has the right to:

      a) exercise setoff or recoupment rights against the payment
         or alternatively defer the payment date until the Debtors  
         become current in their payment obligations to WilTel;
         and

      b) waive all prepetition claims against the Debtors and
         WilTel and the Debtors will exchange mutual releases,
         including Chapter 5 causes of action under the Bankruptcy
         Code.

Under the Xerox Settlement:

   1) the Debtors will assume the existing contract with Xerox
      Corporation as amended according to the terms of Settlement
      Document and Xerox consents to the assumption of that
      Document;

   2) the Debtors will pay no cure in connection with the
      assumption of the Settlement Document, provided, that the
      Debtors will pay all amounts for postpetition services that
      are due after Feb. 27, 2006; and

   3) Xerox will waive all prepetition claims against the Debtors
      and the Debtors and Xerox will exchange mutual releases,
      including Chapter 5 causes of action.

The Debtors told the Court that each Settlement was reached after
extensive arm's-length negotiation.  Those two Settlements
represent a fair and reasonable compromise, provides important
benefits to the Debtors' estates and is in the best interest of
their estates and creditors.

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.


BRANDYWINE REALTY: To Sell $850 Million of Senior Unsecured Notes
-----------------------------------------------------------------
Brandywine Realty Trust's (NYSE:BDN) operating partnership,
Brandywine Operating Partnership, L.P., has entered into an
underwriting agreement to sell $850 million of unsecured notes
consisting of:

     * $300 million of floating rate notes due April 1, 2009
       bearing interest at a floating rate per year equal to three
       month Libor plus 0.45%,

     * $300 million of 5.75% notes due April 1, 2012 and

     * $250 million of 6% notes due April 1, 2016.

Interest on the 2009 notes will be payable quarterly and interest
on the 2012 and 2016 notes will be payable semi-annually,
commencing 2006.  Settlement is scheduled for March 28, 2006.

Net proceeds from the offering are expected to repay in full
borrowings under the Company's $750 million term loan agreement
and to repay a portion of borrowings under the company's revolving
credit facility.

All securities in the offering are rated Baa3 by Moody's Investors
Service and BBB- by Standard & Poor's and Fitch Ratings.

Joint book-running managers for the offering are:

     * JPMorgan,
     * Wachovia Securities, and
     * Merrill Lynch & Co.

Senior co-managers are:

     * RBS Greenwich Capital and
     * Wells Fargo Securities.

Co-managers are:

     * BNY Capital Markets, Inc.,
     * Commerzbank Corporates & Markets,
     * Piper Jaffray, PNC Capital Markets LLC, and
     * SunTrust Capital Markets, Inc.

Copies of the prospectus supplement and prospectus relating to the
offering may be obtained from:

     J. P. Morgan Securities Inc.,
     270 Park Avenue
     New York, NY 10017
     High Grade Syndicate Desk
     Telephone (212) 834-4533

             or

     Wachovia Securities
     8739 Research Drive
     Charlotte, NC 28262
     Telephone (800) 326-5897

             or

     Merrill Lynch & Co.
     4 World Financial Center
     New York, NY 10080
     Syndicate Desk
     Telephone (212) 449-4916

                  About Brandywine Realty Trust

With headquarters in Plymouth Meeting, Pennsylvania and regional
offices in Mt. Laurel, New Jersey and Richmond, Virginia,  
Brandywine Realty Trust -- http://www.brandywinerealty.com/-- is     
one of the Mid-Atlantic region's largest full service real estate
companies.  Brandywine owns, manages or has an ownership interest
in 299 office and industrial properties, aggregating 24.2 million
square feet.

                          *     *     *

Brandywine Realty Trust's Preferred Stock carries Moody's
Investors Service's Ba1 rating and Standard & Poor's BB+ rating.


BROWN SHOE: Earns $13.4 Million in Fourth Quarter Ended Jan. 28
---------------------------------------------------------------
Brown Shoe Company, Inc. (NYSE: BWS) reported its financial
results for the fourth quarter of fiscal 2005, ended Jan. 28,
2006.

For the fourth quarter, net sales rose 25.8% to $599.6 million,
from $476.5 million in the year-ago quarter.  Net earnings rose
56.4% to $13.4 million compared with net earnings of $8.5 million
in 2004.

The fourth quarter fiscal 2005 net earnings reflect charges of
$6.6 million related to the Company's closing of underperforming
Naturalizer stores and the repatriation of foreign earnings.

Excluding these charges, adjusted earnings were $20.0 million
versus adjusted earnings of $9.7 million for the year-ago period,
which included net charges of $1.2 million related to a bond
guarantee and a tax adjustment.

"We had a terrific year.  Momentum built with each quarter as our
wholesale and retail initiatives produced strong results for our
Company," Ron Fromm, Chairman and Chief Executive Officer said.  

"Our better-than-expected fourth quarter results were driven by
record sales at Famous Footwear and a rebound in our wholesale
business.  We also were pleased by the performance of our Bennett
brands.  Bennett, which we acquired in April 2005, contributed
$0.17 per share to our full-year earnings results -- in line with
our expectations. In addition, we significantly increased our cash
flow from operations, managed our inventories and strengthened our
balance sheet."

"In summary, while the footwear industry in general experienced
good growth, our initiatives in 2005 have paid off and we believe
we are well positioned to achieve our goals in 2006 and beyond,"
he said.  

"In addition, we believe our solid top-line performance
demonstrates the strong earnings leverage we can realize from
sales gains."

                         Full-Year Results

Net sales for the 52 weeks of fiscal 2005 rose 18.0% to a record
$2.3 billion, compared to $1.9 billion the year before.  For
fiscal 2005, Brown Shoe net earnings were $41.0 million compared
to $43.3 million, or $2.30 per diluted share in fiscal 2004.

Earnings for fiscal 2005 include $21.9 million share, of charges
related to the Company's closing of underperforming Naturalizer
stores, financing its Bennett acquisition and the repatriation of
foreign cash.  

Accordingly, adjusted earnings for the full year were
$62.9 million up 30% from adjusted earnings of $48.3 million, in
fiscal 2004, which included $5.0 million of items related to the
Bass transition and other net charges.

                    Results for Famous Footwear

For the fourth quarter, Famous Footwear net sales increased 8.0%
to $284.1 million from $263.1 million a year ago.  The chain
increased same-store sales by 4.4%, as both its average unit
retail prices and traffic levels were up for the quarter.  

Same-store sales were positive in all major categories, led by
juniors' and women's fashion footwear and kids' non-athletic
footwear; athletics were up slightly.  Operating earnings were up
34.4% to $15.0 million, from $11.2 million for the year-ago
quarter.

For fiscal 2005, Famous Footwear sales increased 6.3% to
$1.2 billion from $1.1 billion in 2004.  Same-store sales
increased 2.5%.

The chain achieved an 11.2% increase in operating earnings to
$67.0 million, versus $60.3 million in fiscal 2004.  Famous
Footwear opened 74 new stores and closed 40, to end the year with
953 stores.  

Total square footage increased 3.4% to 6.7 million square feet at
the end of fiscal 2005.  For 2006, plans are to open about 90
stores and close about 40-50 stores.

"We achieved a record year at Famous Footwear," Mr. Fromm said.  
"The Famous Footwear management team did an outstanding job of
execution, driving double-digit operating earnings gains through
improved product assortments, good inventory management and
expense control, and the effective use of themed marketing (across
our advertising, in-store, and in our direct-to-customer
pieces).  As a result, our traffic levels were up every quarter
versus last year, as customers responded well to our offerings."

                  Results for Wholesale Division

For the fourth quarter, Wholesale sales were $249.8 million,
rising 57.3% from $158.8 million a year ago, due in part to strong
year-end shipments and a $71.2 million contribution from the newly
acquired Bennett division.  

Operating earnings more than doubled to $27.1 million from
$12.7 million in the year-ago quarter.  The Bennett division
contributed $5.9 million to operating earnings.

For the full year, Wholesale sales increased 40.4% to
$864.9 million, from $615.9 million in 2004, including a
$186.2 million contribution from the Bennett division.  

Wholesale operating earnings were $80.1 million, increasing 78.4%
from $44.9 million a year ago.  Year-over-year gains in operating
earnings were driven by a rebound of the Naturalizer brand and
the children's business and by solid contributions from the Dr.
Scholl's and the Bennett brands.  

Bennett contributed $13.9 million to operating earnings;
after inclusion of interest costs to finance the acquisition.  For
comparison purposes, excluding the 2005 contributions from Bennett
and the 2004 costs of $5.6 million associated with the Bass
transition, wholesale operating earnings rose 31 percent in 2005
versus 2004.

At year-end, unfilled orders for the Wholesale division were down
2.5% from year-ago levels, excluding the orders of the Bennett
division.  This decline reflects the move to an improved sell-in
business model at Naturalizer in Spring 2005.  The year-over-year
unshipped order comparison excluding Naturalizer was up 7.5%.

"We feel good about the progress at Naturalizer," Mr. Fromm said.  
"Despite the short-term consolidation pressures in the department
store channel, our sell-through business model allows us to
increase our deliveries of fresh product and meet retailers' goals
of buying closer to need."

"It also has allowed us to decrease our inventory and increase
'turns.'  Going forward, our strategy is to continue providing a
continuous flow of fresh merchandise at retail to maximize sell-
through and profit growth."

                   Results for Specialty Retail

The Specialty Retail division, which is comprised of 314 stores in
North America -- under the Naturalizer, F.X. LaSalle and Via Spiga
names and the e-commerce subsidiary, Shoes.com -- posted sales of
$65.7 million in the fourth quarter of 2005, versus $54.7 million
in the year-ago quarter.  

An operating loss of $6.7 million was incurred in the quarter,
compared to an operating loss of $4.7 million the year before.  
The operating loss in the 2005 quarter includes $6.5 million of
expenses associated with the closure of 66 underperforming
Naturalizer stores.  Same-store sales for the quarter were up
4.5%.

Last June, the Company announced a series of initiatives to
strengthen its flagship Naturalizer brand by closing  
underperforming stores and consolidating retail administration.  
The initiative resulted in the closing of 95 stores.

For the full year, sales for the division were $240.0 million,
compared to $209.2 million for 2004.  In 2005, 49 stores were
opened; 110 were closed.  An operating loss of $22.7 million was
incurred in 2005, compared to an operating loss of $11.2 million
in 2004.  

The operating loss in 2005 included costs of $14.1 million related
to closing the underperforming Naturalizer stores and
consolidation of Canadian operations.  These results reflect a
1.8% same-store sales increase.

At year's end, there were 314 Specialty Retail stores, compared to
375 at the end of fiscal 2004.  Plans are to open approximately 11
stores and close about 25 stores in fiscal 2006.

"Our planned restructuring of the Naturalizer store base was
completed on time and within budget," Mr. Fromm said.  "Having
closed 95 unprofitable stores, we now operate a better positioned
store base, which should provide a more positive economic
contribution and enable us to build stronger preference for the
Naturalizer brand.

"In addition, we are pleased with the progress made by our e-
commerce sites, especially Shoes.com," Mr. Fromm said.  "Shoes.com
has achieved a compound growth rate of approximately 100% since
acquired by Brown Shoe in 2001, as we've significantly expanded
our brand and product offering."

"Looking ahead, the financial estimates for 2006 reflect some
shifting of earnings between the first and second quarters,
resulting in part from the new Naturalizer business model which is
built around quality 'sell-in' and reduced markdown and allowance
exposure," Mr. Fromm said.  

"Furthermore, they take into consideration the later timing of
2006 children's license sales, as well as an impacted shift in
wholesale product flow following strong 2005 year end shipments
which are expected to impact order timing in the first half of
2006."

                     About Brown Shoe Company

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc. --
http://www.brownshoe.com/-- is a $2.3 billion footwear company  
with global operations.  The Company operates the 900+ store
Famous Footwear chain, which sells brand name shoes for the
family.  It also operates 300+ specialty retail stores in the U.S.
and Canada under the Naturalizer, FX LaSalle and Via Spiga names,
and Shoes.com, the Company's e-commerce subsidiary.  Brown Shoe,
through its Wholesale divisions, owns and markets leading footwear
brands including Via Spiga, Naturalizer, LifeStride, Nickels Soft,
Connie and Buster Brown; it also markets licensed brands including
Franco Sarto, Dr. Scholl's, Etienne Aigner, Bass and Carlos by
Carlos Santana for adults, and Barbie and Disney character
footwear for children.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on specialty footwear retailer and wholesaler Brown
Shoe Co. Inc.  The rating was removed from CreditWatch, where it
was placed with negative implications on March 16, 2005.  S&P said  
the outlook is negative.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Brown Shoe's proposed $150 million senior unsecured notes due
2012.  These notes, to be offered pursuant to Rule 144A with
registration rights, are rated one notch below the corporate
credit rating due to the substantial amount of priority debt in
the capital structure (including borrowings from the company's
$350 million secured revolving credit facility) relative to total
assets.  Pro forma for the transaction, total funded debt reaches
about $307 million.

At the same time, Moody's Investors Service assigned a B1 rating
to Brown Shoe Company, Inc.'s $150 million guaranteed senior
unsecured notes due 2012, a Ba3 senior implied rating, a B2 issuer
rating, and an SGL-2 Speculative Grade Liquidity Rating.  Moody's
said the outlook is stable.


BROWN SHOE: Board Okays 3-For-2 Split of Common Stock
-----------------------------------------------------
The Board of Directors of Brown Shoe Company, Inc. (NYSE: BWS)
authorized a 3-for-2 split of the Company's Common Stock, to be
effected in the form of a stock dividend of one share of the
Company's Common Stock for every two shares outstanding.  

The Board also approved a 20% increase in its quarterly cash
dividend.  The cash dividend increase raises the pre-split
quarterly cash dividend from $0.10 per share to $0.12 per share.  
On a post-split basis, the cash dividend would equal $0.08 per
share.

The record date for the stock split and the cash dividend is
March 17, 2006.  Stockholders will receive one new share of common
stock for every two shares they own and will receive cash in lieu
of fractional shares, based on the closing price of the Company's
common stock on the record date, as adjusted for the stock
dividend.  

Stockholders also will be paid a quarterly cash dividend of $0.12
per share on a pre-split basis.  Both the cash dividend and the
stock dividend will be payable on April 3, 2006.

"The dividend increase demonstrates our commitment to maximizing
shareholder value and reflects our strong cash flow and operating
results," Brown Shoe Chairman and CEO Ron Fromm said.  

"We believe this stock split provides an opportunity to broaden
our base of investors by making our stock more accessible while
improving its trading liquidity."

With this dividend, Brown Shoe will have paid cash dividends for
333 consecutive quarters.  With the split, the number of shares
outstanding will rise from approximately 18.5 million shares to
approximately 27.8 million shares.

                     About Brown Shoe Company

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc. --
http://www.brownshoe.com/-- is a $2.3 billion footwear company  
with global operations.  The Company operates the 900+ store
Famous Footwear chain, which sells brand name shoes for the
family.  It also operates 300+ specialty retail stores in the U.S.
and Canada under the Naturalizer, FX LaSalle and Via Spiga names,
and Shoes.com, the Company's e-commerce subsidiary.  Brown Shoe,
through its Wholesale divisions, owns and markets leading footwear
brands including Via Spiga, Naturalizer, LifeStride, Nickels Soft,
Connie and Buster Brown; it also markets licensed brands including
Franco Sarto, Dr. Scholl's, Etienne Aigner, Bass and Carlos by
Carlos Santana for adults, and Barbie and Disney character
footwear for children.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on specialty footwear retailer and wholesaler Brown
Shoe Co. Inc.  The rating was removed from CreditWatch, where it
was placed with negative implications on March 16, 2005.  S&P said  
the outlook is negative.  

At the same time, Standard & Poor's assigned its 'BB-' rating to
Brown Shoe's proposed $150 million senior unsecured notes due
2012.  These notes, to be offered pursuant to Rule 144A with
registration rights, are rated one notch below the corporate
credit rating due to the substantial amount of priority debt in
the capital structure (including borrowings from the company's
$350 million secured revolving credit facility) relative to total
assets.  Pro forma for the transaction, total funded debt reaches
about $307 million.

At the same time, Moody's Investors Service assigned a B1 rating
to Brown Shoe Company, Inc.'s $150 million guaranteed senior
unsecured notes due 2012, a Ba3 senior implied rating, a B2 issuer
rating, and an SGL-2 Speculative Grade Liquidity Rating.  Moody's
said the outlook is stable.


CALPINE CORP: Gets Court Nod to End Power Purchase Deal with Cleco
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a request giving Acadia Power Partners LLC, a joint
venture between subsidiaries of Cleco Corp. (NYSE:CNL) and Calpine
Corp., the right to remarket the output of its 1,160-megawatt
plant.

In addition, the Court approved the mutual termination of a power
purchase agreement between Cleco's utility, Cleco Power LLC, and
Calpine Energy Services, L.P.  The agreement called for CES to
supply Cleco Power 200 megawatts through the end of 2006.

"We've already signed agreements to ensure Cleco Power will have a
reliable supply of electricity to meet our customers' needs,"
Cleco Corp. President and CEO Michael Madison said.

The Court's actions stemmed from CES' request to reject its
tolling agreements for the output of the Acadia Power Partners'
plant.  CES asked to reject the Acadia tolling agreements the day
after Calpine, CES and other Calpine subsidiaries filed for
Chapter 11 bankruptcy protection in December 2005.  CES' request
to reject the tolling agreements is still pending.

CES stopped making payments to APP under the tolling agreements
after it filed for bankruptcy.  APP filed a motion asking the
Bankruptcy Court to approve a waiver of CES' exclusive rights
under the tolling agreements to sell the output of the Acadia
plant so APP could start remarketing the plant's power.

The Court also accepted a stipulation by Cleco Power and CES to
terminate the remainder of the one-year 200-megawatt contract.  
The contract required CES to provide power from the Acadia plant,
which is located just south of Eunice.  With APP's request to take
over marketing Acadia's output, CES would have been unable to
satisfy its Cleco Power contract because it would no longer have
rights to power produced by the Acadia plant.

APP is preparing to market the plant's output on a short-term
basis while continuing to explore its long-term options.

                        About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. --
http://www.cleco.com/-- is a regional energy provider, which  
operates a regulated electric utility company that serves about
267,000 customers across the state.  Cleco also operates a
wholesale energy business that has approximately 1,350 megawatts
of generating capacity.

                       About Calpine Corp.

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


CATHOLIC CHURCH: Spokane Wants to Hire Keen Realty as Consultant
----------------------------------------------------------------
Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, informs the U.S. Bankruptcy Court for the Eastern
District of Washington that the Diocese of Spokane intends to sell
two properties consisting of parcels of land:

   (1) Parcel No. 14121.9027 located at the Northwestern
       intersection of Hayford Road and Interstate 90 in Section
       12, Township 24 North, Range 41 E.W.M., Spokane County --
       the Hayford Property; and

   (2) Parcel Nos. 45334.0113, 45334.0114 and 45334.9135 in
       Tomlin's Addition to Chester and Section 33, Township 25
       North, Range 44 E.W.M., Spokane County -- the Chester
       Property.

Due to the commercial nature of the Property, the Diocese believes
that exposure to a national market is necessary to obtain the
highest sales price possible.

Accordingly, the Diocese decided to engage the services of Keen
Realty, LLC, as its special real estate consultant.  Keen Realty
has more than 20 years of experience in which it had served as
real estate broker and real estate consultant in many bankruptcy
cases.

The Diocese and Keen Realty entered into a Real Estate Retention
Agreement on February 13, 2006.

By this application, the Diocese seeks the Court's permission to
employ Keen Realty as its special real estate consultant.

Under the Real Estate Retention Agreement, Keen Realty will:

   a. review all pertinent documents and consult with the
      Diocese's counsel;

   b. develop and implement a marketing program, which may
      include newspaper, magazine or journal advertising, letter
      or flyer solicitation, placement of signs, direct
      telemarketing, and other methods;

   c. locate and communicate with all potential purchasers of the
      Properties including investors, developers, tenants, and
      others;

   d. respond and provide information to, negotiate with, and
      solicit offers from prospective purchasers, and make
      recommendations to the Diocese as to the advisability of
      accepting particular offers;

   e. meet periodically with the Diocese, its accountants
      and attorneys, in connection with the status of its
      efforts;

   f. implement, manage and run an auction process, as
      appropriate and in consultation with the Diocese and its
      counsel;

   g. work with the attorneys responsible for the implementation
      of the proposed transactions, reviewing documents,
      negotiating and assisting in resolving problems which may
      arise; and

   h. if required, appear in Court during the duration of its
      employment, to testify or to consult with the Diocese in
      connection with the marketing or disposition of the
      Properties.

Keen Realty's compensation will be determined by the "gross
proceeds" of the sale or disposition.  Gross proceeds include the
sum of the total consideration transferred to, or for the benefit
of, the Diocese, unless the Properties are sold or disposed of as
part of a package of properties.

In the case of the sale or disposition of the Properties as part
of a package of other properties, the Bankruptcy Court will, at
the time of the entry of an Order approving the transaction,
allocate a value to the Properties to calculate Keen Realty's
compensation.

With respect to the Hayford Property, Keen Realty's compensation
will be:

    4% of the first $950,000 of the Gross Proceeds, plus
    8% of the Gross Proceeds in excess of $950,000

With respect to the Chester Property, Keen Realty's compensation
will be 10% of the Gross Proceeds.

In the event of a transfer of title of the Properties by deed or
otherwise to a post-confirmation trust, Mr. Paukert says that the
Real Estate Retention Agreement will remain in full force and
effect and will be binding on the Trust.  However, Keen Realty
will not be entitled to compensation as a result of the transfer.

Keen Realty's compensation will also be taken from the proceeds of
sale.

Mr. Paukert notes that Keen Realty will not receive a fee in
assisting the Diocese in seeking and obtaining Bankruptcy Court
approval of the Real Estate Retention Agreement and approval for
the sale of the Properties.

However, the Diocese will pay Keen Realty on an hourly basis for
its time, including travel time, at the prevailing local hourly
rates that will be established by the Bankruptcy Court after
notice and a hearing, in connection with providing:

   -- any real estate consulting services expressly requested in
      writing not otherwise covered by the terms and conditions
      of the Real Estate Retention Agreement; and

   -- any pre-hearing service, litigation support, depositions
      regarding the Property or time spent as a witness in
      connection with any matter.

According to Mr. Paukert, Keen Realty has reviewed the Diocese's
schedules of creditors.  Keen Realty determined that its
representation of the Diocese would not violate any Code or Rules
of Professional Conduct.

                   About Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC: Judge Perris Won't Recuse Herself from Portland's Case
----------------------------------------------------------------
While reviewing the materials for a request for summary judgment
in one of the adversary proceedings in the Archdiocese of
Portland's Chapter 11 case, Judge Elizabeth Perris came across a
1989 letter written by Archbishop William Levada to the Oregon
State Bar.  Archbishop Levada, who was Portland's Archbishop from
1986 to 1995, complained about the conduct of its former counsel,
Robert McMenamin.

Judge Perris notes that she practiced in the same law firm as
Mr. McMenamin from September 1977 through December 1982.

The Letter indicated that Mr. McMenamin had represented the
Archdiocese for many years, including during the period within
which Judge Perris practiced in that law firm.  The law firm was
dissolved within a few years after Judge Perris left.  Mr.
McMenamin died in 1998.

Judge Perris says that she has no recollection of the law firm,
Mr. McMenamin, or any lawyer in the firm representing the
Archdiocese while she was associated with it.

To determine whether she should recuse herself from all or part of
the Archdiocese's bankruptcy case, Judge Perris asked the
Archdiocese's counsel to investigate on the matter.  She also
asked other major parties in the Archdiocese' bankruptcy cases to
supply her with information about Mr. McMenamin's representation.

Subsequently, through the parties' reports, Judge Perris
determined that although Mr. McMenamin represented the
Archdiocese in 1983, the representation was merely incidental.  
Furthermore, Mr. McMenamin's regular representation of the
Archdiocese did not begin until 1983, which was the year she left
the firm.

"There is no evidence," Judge Perris finds, "that, while I was
practicing law with Mr. McMenamin, he represented the Archdiocese
on any matters that are before me in this bankruptcy case or any
of the associated adversary proceedings."

Therefore, Judge Perris concludes, her recusal is not required.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHAPMAN KELLEY: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chapman Kelley
        301 West Wisconsin
        Chicago, Illinois 60614

Bankruptcy Case No.: 06-03052

Chapter 11 Petition Date: March 24, 2006

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
John A. Viramontes                         $13,000
2618 North Merrimac
Chicago, IL 60639

People's Energy                             $7,857
130 East Randolph Drive
Chicago, IL 60601

Barone & Jenkins, P.C.                      $4,700
721 Enterprise Drive, #200
Oak Brook, IL 60523

Citi                                        $3,799

Richard Balough                             $2,440

Kupisch & Carbon Ltd.                       $2,184

Chase                                       $1,580

Sears                                         $853

Providian                                     $818

Bank of America                               $657


CINRAM INT'L: Releases Financials and Board Approves Conversion
---------------------------------------------------------------
Cinram International Inc. (TSX: CRW) reported its financials
results for the quarter and year ended Dec. 31, 2005,

The Board of Directors of Cinram International unanimously
approved the conversion of Cinram from a corporation into an
income trust by way of a plan of arrangement, subject to
shareholder and court approvals and some other conditions.

"This is an exciting day for Cinram's shareholders and for the
evolution of the Company.  The Conversion will allow shareholders
to participate in the strong operating cash flows generated by our
businesses," Isidore Philosophe, co-founder and Chief Executive
Officer stated.

"Cinram's results for the fourth quarter and year ended Dec. 31,
2005, combined with our strong cash flow supports our income trust
conversion plans."

Cinram reported an increase in consolidated revenue to
$2,098.1 million in 2005, compared to $2,026.6 million in the
prior year.

Net earnings increased to $82.4 million in 2005, compared to
$75.8 million in 2004.  The Company generated earnings before
interest, taxes and amortization of $390.9 million for the year
ended Dec. 31, 2005, compared to $382.1 million in the prior year.

The increase was primarily due to higher DVD sales combined with
cost savings, partially offset by lower VHS video cassette
revenues and higher raw material costs.

For the fourth quarter, Cinram reported consolidated revenue of
$650.0 million, compared to $644.2 million for the same quarter in
the prior year.

Net earnings for the quarter were $38.2 million compared to
$34.6 million for the same quarter in 2004.  In the fourth quarter
of 2005, EBITA was $122.1 million, compared to $123.2 million for
the same quarter in the prior year.

                         Product revenues

In 2005, DVD revenue increased four percent to $1,063.0 million,
compared to $1,025.4 million in the prior year.  The increase was
mainly due to higher unit volumes, partially offset by lower
selling prices.

In 2005, DVD revenue accounted for approximately 51% of
consolidated revenue, unchanged compared to the prior year.

The Company's CD revenue increased three percent to
$322.0 million, compared to $313.4 million in the prior year,
mainly due to the full-year contribution of the EMI business in
the United States.

Audio CDs accounted for approximately 15% of Cinram's 2005
consolidated revenue, unchanged compared to the prior year.

The printing segment, which encompasses the results of Ivy Hill
Corporation, generated revenue of $234.0 million in 2005, compared
to $225.4 million in the prior year.

Printing accounted for approximately 11% of consolidated revenue
in 2005, unchanged compared to the prior year.

Distribution revenue increased to $290.3 million in 2005, compared
to $208.8 million in the prior year.  The increase was primarily
due to the full-year contribution of the business acquired from
The Entertainment Network in the United Kingdom and a new contract
in Europe.  Distribution revenue represented approximately 14% of
2005 consolidated revenue, compared to 10% in the prior year.

                       Geographic revenues

North American revenue increased 1% to $1,556.3 million in 2005,
compared to $1,534.2 million in the prior year, which was
attributable to increased audio CD and distribution revenues,
offset by lower VHS cassette and merchandising revenues.

In 2005, North American revenue represented 74% of consolidated
revenue, compared to 76% in the prior year.

In Europe, revenue in 2005 increased 10% to $541.8 million,
compared to $492.4 million for the prior year, due to increased
DVD and distribution revenues, partially offset by lower audio CD
and VHS video cassette revenues.  European revenue represented 26
percent of consolidated revenue in 2005, compared to 24% in the
prior year.

                    Other financial highlights

Gross profit margins in 2005 declined slightly to 19.6% from
20.3% in the prior year, as annual DVD price declines were
partially offset by cost efficiencies.

In addition, capital asset amortization, which is included in cost
of goods sold, increased by $7.2 million.

Selling, general and administrative expenses for the year were
8.0% of consolidated revenue in 2005, compared to 8.8% in the
prior year, as the Company benefited from cost savings associated
with the closure of its printing facility in New York state,
combined with general staffing reductions.

Amortization of capital and intangible assets increased to
$223.9 million, compared to $219.7 million in 2004, mainly due to
capital assets purchased during the year of $99.8 million,
partially offset by a decrease in amortization of intangible
assets and deferred financing fees of $3.0 million.

Pre-tax earnings for the year were reduced by unusual items in the
amount of $6.3 million, compared to a gain of $1.7 million in the
prior year.

                             Dividend

The Board of Directors has declared a quarterly dividend of C$0.03
per share, payable on March 31, 2006, to the shareholders of
record at the close of business on March 15, 2006.

                    Conversion to Income Trust

Pursuant to the Conversion, the current shareholders of Cinram
will exchange their common shares for units of a newly formed
income trust, and Class B exchangeable limited partnership units
of a limited partnership owned by the Fund, on a one-for-one
basis.

The Exchangeable LP Units will be entitled to equivalent
distributions, to vote at meetings of Unitholders of the Fund and
to exchange their Exchangeable LP Units for Units (at any time
after the lapse of 90 days from the effective date of the
Conversion) and will be subject to a maximum number of units to be
issued.

The current shareholders of Cinram will continue to own, through
their Units or Exchangeable LP Units, the same pro rata economic
interest in Cinram's businesses.

"This structure will enable us to increase cash distributions to
our shareholders without compromising our ability to adapt to
technological developments and to maintain Cinram's industry
leadership in the years to come," Mr. Philosophe added.

                   Background to the Conversion

On April 25, 2005, Cinram's Board of Directors authorized
management to study the viability of converting the Company into
an income trust type structure to enhance shareholder value.  
Management and its legal, financial and tax advisors studied the
appropriateness of a potential conversion in the context of
several key objectives including:

   -- Optimizing distributable cash flow and cash distributions to
      Cinram's shareholders;

   -- Taking into account Cinram's multi-jurisdictional operations
      and cash flows that span Canada, the United States and
      Europe;

   -- Preserving Cinram's program of substantial capital
      reinvestment in its facilities and new technology to sustain
      its growth and profitability in the evolving media
      replication industry;

   -- Ensuring access to the capital markets to fund growth and
      potential acquisitions with a strong public markets
      currency;

   -- Allowing investors to focus on the strong cash flow profile
      of Cinram;

   -- Maintaining Cinram's inclusion in the S&P/TSX Composite
      Index; and

   -- Restructuring Cinram's debt facilities to increase cash
      available for distribution to shareholders.

There were several regulatory developments that influenced the
process and management's review, including:

   -- The announcement by the Minister of Finance on Sept. 19,
      2005, of his request that the Department of National Revenue
      postpone providing advance rulings respecting flow-through
      entity structures;

   -- The Minister of Finance's announcement on Nov. 23, 2005,
      of a reduction in personal income taxes on dividends, to
      level the playing field between corporations and income
      trusts; and

   -- The announcement by S&P/TSX on May 18, 2005 that "paper-
      clipped securities", such as income deposit securities,
      would not be included in the S&P/TSX Composite Index when
      income trusts were added to the index.

In the context of meeting these objectives and responding to the
various regulatory developments, Cinram's Board of Directors
evaluated several alternative structures including an income
trust, income deposit security and high dividend yielding common
share.

The Board of Directors has unanimously concluded that the income
trust conversion has the greatest potential to enhance shareholder
value.

Among the factors considered by the Board in arriving at its
determination were Cinram's ability to maintain its inclusion in
the S&P/TSX Composite Index and the expectation that distributions
will be treated as dividend income for Canadian income tax
purposes.

"We anticipate paying initial annualized distributions of US$2.62
per unit, payable in Canadian dollars at approximately C$3.00 per
unit," Lewis Ritchie, Chief Financial Officer added.

"Based on this level of distributions and our fiscal 2005 reported
operating performance, we estimate that Cinram would have retained
approximately US$120 million for annual capital expenditures and
US$35 million in other discretionary reserves, which compares to
our total cash capital expenditures of US$99.8 million for the
fiscal year ended Dec.31, 2005."

"We believe this capital structure and distribution policy will
allow Cinram flexibility to fund operating requirements and growth
opportunities while distributing an attractive amount of cash to
unitholders at approximately an 81% payout ratio.  We will
continue to evaluate Cinram's distribution policy from time to
time."

                         Financial Advisor

Genuity Capital Markets is acting as exclusive financial advisor
to the Board of Directors on the proposed Conversion and presented
its Fairness Opinion in respect of the Conversion to the Board.
The Fairness Opinion provides that, subject to review of the final
form of documents in relation to the Conversion and assuming the
Conversion proceeds on the terms currently contemplated, the
consideration to be received by Cinram shareholders upon the
completion of the Conversion is fair from a financial point of
view.

                      Process and Approvals

The Conversion is subject to a number of conditions, including,
but not limited to, the approval of the Ontario Superior Court of
Justice and the approval of the shareholders of Cinram.

Cinram will seek an interim order from the Ontario Superior Court
of Justice for declarations and directions in relation to the plan
of arrangement.  Cinram will then convene a special meeting of
shareholders to consider if and, if deemed appropriate, approve
the Conversion, with the meeting expected to be held in late-April
2006.  If approved by the shareholders of Cinram, a final order
approving the plan of arrangement will be sought from the Court.

Although the timing of the completion of the Conversion process
cannot be predicted with certainty, Management anticipates that
the Conversion will be completed by early-May 2006.  There can be
no assurance at this time that all approvals and consents required
or desirable to effect the Conversion will be obtained within that
time frame, or at all and, accordingly, there can be no assurance
that the Conversion will be completed.

                           About Cinram

Cinram International Inc. -- http://www.cinram.com/-- is the  
world's largest independent provider of pre-recorded multimedia
products and related logistics services.  With facilities in North
America and Europe, Cinram manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.  The Company's
shares are listed on the Toronto Stock Exchange (CRW) and are
included in the S&P/TSX Composite Index.

                            *   *   *

As reported in the Troubled Company Reporter on Mar. 7, 2006,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit and bank loan ratings on prerecorded multimedia
manufacturer Cinram International Inc. on CreditWatch with
negative implications.

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Moody's Investors Service placed Cinram International Inc.'s Ba3
Corporate Family and Ba3 Senior Secured ratings under review
direction uncertain.  The review is prompted by the company's
announcement that it plans to pursue a recapitalization as an
income deposit security structure.


CIT HOME: S&P Downgrades Class BF Loan's Rating to BB from BBB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
BF from CIT Home Equity Loan Trust 2002-1 to 'BB' from 'BBB' and
placed it on CreditWatch with negative implications.  At the same
time, the ratings on 10 other classes from this transaction are
affirmed.
     
The lowered rating and CreditWatch placement are due to monthly
realized losses that have exceeded monthly excess spread on a
regular basis.  This has caused overcollateralization to fall
below its target ($4.97 million currently versus a target of
$6.131 million).  In addition, loss projections show that this
trend could continue and further erode credit support to this
class.  As of the January 2006 distribution date, cumulative
losses were 2.90% of the original pool balance.  Also,
delinquencies were 27.99% of the current pool balance, and 90-plus
day delinquencies were 17.57%.
     
Standard & Poor's will closely monitor the performance of this
transaction.  If monthly realized losses decline to a point where
they no longer outpace monthly excess interest, and the level of
overcollateralization has not been further eroded, the rating on
this class will be affirmed and removed from CreditWatch.

Conversely, if losses continue to outpace excess interest, and the
level of overcollateralization continues to decline Standard &
Poor's will take further negative rating actions.
     
Despite poor collateral performance, the affirmations on the
ratings on the 10 remaining classes from this transaction reflect
adequate actual and projected credit support provided by:

   * subordination,
   * excess interest, and
   * overcollateralization.
     
The underlying collateral for this transaction originally
consisted of subprime fixed- and adjustable-rate first and second
liens on owner-occupied one- to four-family residences.
  
Rating lowered and placed on creditwatch negative:
   
CIT Home Equity Loan Trust 2002-1

                             Rating

                 Class    To               From
                 -----    --               ----
                 BF       BB/Watch Neg     BBB
    
Ratings affirmed:
   
                CIT Home Equity Loan Trust 2002-1

                     Class            Rating
                     -----            ------
                     AF-4,AF-5        AAA
                     AF-6,AF-7,AV     AAA
                     MV-1             AA+
                     MF-1,            AA
                     MF-2,MV-2        A
                     BV               BBB


CLECO CORP: Gets Court Nod to End Power Purchase Deal with Calpine
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a request giving Acadia Power Partners LLC, a joint
venture between subsidiaries of Cleco Corp. (NYSE:CNL) and Calpine
Corp., the right to remarket the output of its 1,160-megawatt
plant.

In addition, the Court approved the mutual termination of a power
purchase agreement between Cleco's utility, Cleco Power LLC, and
Calpine Energy Services, L.P.  The agreement called for CES to
supply Cleco Power 200 megawatts through the end of 2006.

"We've already signed agreements to ensure Cleco Power will have a
reliable supply of electricity to meet our customers' needs,"
Cleco Corp. President and CEO Michael Madison said.

The Court's actions stemmed from CES' request to reject its
tolling agreements for the output of the Acadia Power Partners'
plant.  CES asked to reject the Acadia tolling agreements the day
after Calpine, CES and other Calpine subsidiaries filed for
Chapter 11 bankruptcy protection in December 2005.  CES' request
to reject the tolling agreements is still pending.

CES stopped making payments to APP under the tolling agreements
after it filed for bankruptcy.  APP filed a motion asking the
Bankruptcy Court to approve a waiver of CES' exclusive rights
under the tolling agreements to sell the output of the Acadia
plant so APP could start remarketing the plant's power.

The Court also accepted a stipulation by Cleco Power and CES to
terminate the remainder of the one-year 200-megawatt contract.  
The contract required CES to provide power from the Acadia plant,
which is located just south of Eunice.  With APP's request to take
over marketing Acadia's output, CES would have been unable to
satisfy its Cleco Power contract because it would no longer have
rights to power produced by the Acadia plant.

APP is preparing to market the plant's output on a short-term
basis while continuing to explore its long-term options.

                       About Calpine Corp.

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

                        About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. --
http://www.cleco.com/-- is a regional energy provider, which  
operates a regulated electric utility company that serves about
267,000 customers across the state.  Cleco also operates a
wholesale energy business that has approximately 1,350 megawatts
of generating capacity.

On March 24, 2003, Moody's Investors Service assigned a Ba2 rating
to Cleco Corp.'s Preferred Stock.


COLLINS & AIKMAN: Wants Northern Trust to Turn Over Trust Assets
----------------------------------------------------------------
Prior to the Petition Date, Collins & Aikman Corporation and its
debtor-affiliates entered into an agreement with Trust Services of
America to establish a trust to hold assets for funding the
Debtors' retirement liabilities.  Specifically, the Trust was
created for the purpose of paying supplemental retirement benefits
to six former executives of Wickes Companies, Inc., which is now
operating as Collins & Aikman Products Co.

Northern Trust Bank of California N.A. subsequently became the
successor trustee of the Wickes Rabbi Trust.  Pursuant to the
trust agreement controlling the Wickes Rabbi Trust, the trust
assets held in the Wickes Rabbi Trust are available for
distribution to the Debtors' creditors.

Northern Trust has informed the Debtors that it will only transfer
the Trust Assets to the Debtors pursuant to an order by a "court
of competent jurisdiction" to turnover the property.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Middle District of Florida to require the Northern Trust to
turnover the Trust Assets.

The Debtors assert that pursuant to the Trust Agreement and
Section 542 of the Bankruptcy Code, the Trust Assets are property
of the Debtors' estates and Northern Trust is required to deliver
the Trust Assets to them.

The Debtors also want Northern Trust to provide an accounting with
respect to the Trust Assets under Section 542.

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


COLLINS & AIKMAN: Objects to Kimsworth Payment Request
------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates object to
Kimsworth, Inc.'s request to compel their payment of
administrative expense worth:

   * $5,507 for unpaid monthly rent; and

   * $32,514 for unpaid taxes.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, contends that any
attempt to disguise prepetition taxes as the equivalent of monthly
rent paid in advance to find that prepetition taxes provide the
same postpetition benefit is unconvincing.  Courts have
consistently held that taxes that accrue over the course of the
year represent payment for past, not present or future, services
provided to a lessee.

Kimsworth, Inc., attempts to receive better treatment for the
taxes than the treatment received by all other unsecured,
prepetition creditors -- in direct violation of the well-settled
policy of equality of distribution among similarly situated
creditors embodied in the Bankruptcy Code.  Mr. Schrock says
courts have consistently stated that a central policy of the
Bankruptcy Code is equality of distribution to like-situated
creditors.

Mr. Schrock points out that not only does Kimsworth seek to gain a
windfall at the expense of its fellow unsecured, prepetition
creditors, but it also seeks to gain a windfall over certain of
its fellow lessors.  Kimsworth sought to have the priority of an
entire tax claim hinge on the date a lessor decides to seek
reimbursement of the claim regardless of when it actually arose.  
This approach would allow Kimsworth to receive full and current
payment for its prepetition claims, while any lessor who was
unlucky enough to be party to a lease under which the Debtors pay
taxes directly to taxing authorities would receive no favored
treatment.

Pursuant to the terms of the Lease, Kimsworth has complete control
of when to seek reimbursement of any taxes.  Having paid the Taxes
on May 5, 2005, Kimsworth had full opportunity to seek payment
prepetition, but instead waited until after the Petition Date to
seek reimbursement for the Taxes.  Mr. Schrock contends that
elevating Kimsworth's claim to administrative expense status under
these circumstances is clearly unfair to other unsecured,
prepetition creditors and lessors.

The Official Committee of Unsecured Creditors agrees with the
Debtors' arguments.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Kimsworth leased a property at 6950 North Academy Blvd., in
Colorado Springs, Colorado, to Collins & Aikman Corporation.  
Pursuant to the Lease, the Debtors were required to pay rent for
$33,333, and real property taxes.  The Lease was rejected
effective as of June 23, 2005.

Robert K. Siegel, Esq., at Jacob & Weingarten, P.C., in Troy,
Michigan, told Judge Rhodes that the Debtors have not complied
with their obligations to Kimsworth because they did not pay all
required monthly rent and taxes arising from the Petition Date
until the rejection of the Lease.

Specifically, the Debtors did not pay any of the monthly rent,
which became due on June 1, 2005, Mr. Siegel explains.  The
Debtors' subtenant paid to Kimsworth all but $5,507 of the
monthly rent, Mr. Siegel added.

Taxes for $32,514 also became due on June 14, 2005, when Kimsworth
sent a bill to the Debtors demanding payment.  The Debtors,
however, refused to pay any of the Taxes.

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


CONGOLEUM CORP: Posts $6.9 Mil. Net Loss in 4th Qtr. Ended Dec. 31
------------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for the fourth quarter and full year ended Dec. 31, 2005.

The company reported a $6,950,000 net loss on $61,381,000 of net
sales for the three months ended Dec. 31, 2005.

The 2005 results include $25.3 million in charges related to
asbestos liabilities, of which $15.5 million were recorded in the
second quarter of 2005 and $9.9 million were recorded in
the fourth quarter of 2005.  This compares to $5.0 million in
charges to resolve asbestos liabilities in 2004.

"It is unfortunate that the intense litigation surrounding our
asbestos situation and reorganization process has greatly
increased the time and cost needed to put these problems behind
us," Roger S. Marcus, Chairman of the Board, commented.

"However, I am very encouraged by our latest plan, which we are
currently preparing and will soon file with the Bankruptcy Court.  
We believe this plan will eliminate issues that were the basis of
objections by opponents of prior plans."

"I'm optimistic that we will receive the requisite consents to
confirm this plan in 2006, and that the charge in the fourth
quarter, together with existing reserves, will be adequate to
cover costs through the confirmation date."

Sales for the year ended Dec. 31, 2005, were $237.6 million, an
increase of 3.5% compared to the $229.5 million reported in 2004.  
The net loss for 2005 was $21.6 million after charges for asbestos
liabilities, compared with net income of $2.9 million in 2004
after charges for asbestos liabilities.

Without the charges for asbestos liabilities, net income before
taxes would have been $1.2 million in 2005 and $5.4 million in
2004.

"Without the asbestos related charges, our operations generated a
pre-tax profit of $1.2 million last year, which I consider a major
accomplishment in light of the extraordinary increases we  
experienced in the cost of raw materials and utilities," Mr.
Marcus commented.

"We aggressively pursued alternative raw material sources to help
control costs and assure continuity of supply, and while this
program was successful in accomplishing those objectives, the
disruption of changing materials and formulas hurt our
manufacturing efficiency until the trials were completed."

"While we instituted several selling price increases in response
to soaring material prices, the time lag was such that we were
unable to recover a significant portion of the additional costs we
incurred."

"Despite these challenges, our operating results were positive. We
grew our sales through both pricing and volume, including a strong
performance in the manufactured housing market."

Our manufacturing efficiency improved over 2004 despite the
negative impact of qualifying new raw materials.  Finally, we
continued to implement further cost reductions in operating
expenses."

"At this point, I am cautiously optimistic about our performance
in 2006," Mr. Marcus continued.  We have just introduced an
entirely new sheet flooring product called "K-Tech" which targets
the kitchen remodeling market."

"While it is too early to judge the results, it has been well
received and we are positioning it to maximize incremental sales
opportunities."

The demand outlook from the manufactured housing industry also
appears very encouraging.  Our manufacturing efficiency continues
to improve, and we should not face the same need to qualify
new materials in 2006."

"Hopefully the raw material situation has stabilized and our
selling price increases will recoup a greater portion of our added
costs this year.  Based on all this, I'm hopeful that 2006 will be
a better year than 2005."

                   About Congoleum Corporation

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

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

At Dec. 31, 2005, Congoleum Corporation's balance sheet showed
a $44,960,000 stockholders' deficit compared to a $35,614,000
deficit at Sept. 30, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


CREDIT SUISSE: Low Bond Credit Levels Cue Moody's Rating Review
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade eight classes of subordinated tranches from four
mortgage backed securitizations issued by Credit Suisse First
Boston Mortgage Securities Corp., in 2001.  The pools include
subprime and Jumbo-A/Alternative-A first-lien fixed and
adjustable-rate mortgage loans.  

The actions are based on the fact that the bonds' current credit
enhancement levels, including excess spread where applicable, are
low compared to the current projected loss numbers for the current
rating level.

Rating actions:

   * Series 2001-HE17; Class M-1, current rating Aa2, under
     review for possible downgrade

   * Series 2001-HE17; Class M-2, current rating Ba1, under
     review for possible downgrade

   * Series 2001-HE17; Class B, current rating Caa3, under review
     for possible downgrade

   * Series 2001-HE25; Class B, current rating Ba2, under review
     for possible downgrade

   * Series 2001-HE30; Class B, current rating Ba2, under review
     for possible downgrade

   * Series 2001-HE30; Class B-F, current rating Ba3, under
     review for possible downgrade

   * Series 2001-11; Class C-B-3, current rating A2, under review
     for possible downgrade

   * Series 2001-11; Class C-B-4, current rating Ba2, under
     review for possible downgrade


CREDIT SUISSE: Moody's Holds Junked $6 Mil. Class P Cert. Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of five classes and
affirmed the ratings of 14 classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-CKS4:

   * Class A-1, $211,006,789, Fixed, affirmed at Aaa
   * Class A-2, $708,445,000, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class A-SP, Notional, affirmed at Aaa
   * Class B, $46,072,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $18,429,000, Fixed, upgraded to Aa1 from Aa3
   * Class D, $30,714,000, Fixed, upgraded to A1 from A2
   * Class E, $16,893,000, Fixed, upgraded to A2 from A3
   * Class F, $19,965,000, WAC Cap, affirmed at Baa1
   * Class G, $15,357,000, WAC Cap, affirmed at Baa2
   * Class H, $13,822,000, WAC Cap, affirmed at Baa3
   * Class J, $26,107,000, Fixed, affirmed at Ba1
   * Class K, $10,750,000, Fixed, affirmed at Ba2
   * Class L, $7,679,000, Fixed, affirmed at Ba3
   * Class M, $12,285,000, Fixed, affirmed at B1
   * Class N, $6,143,000, Fixed, affirmed at B2
   * Class O, $6,143,000, Fixed, affirmed at B3
   * Class P, $6,143,000, Fixed, affirmed at Caa2
   * Class APM, $4,688,562, Fixed, upgraded to Baa2 from Baa3

As of the March 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by 4.7% to $1.18 billion
from $1.23 billion at securitization.  The Certificates are
collateralized by 156 loans, ranging in size from less than 1.0%
to 8.6% of the pool, with the top ten loans representing 36.8% of
the pool.  The pool includes two shadow rated investment grade
loans, which comprise 15.1% of the pool.  Four loans, representing
3.5% of the pool, have defeased and are collateralized by U.S.
Government securities.

One loan has been liquidated from the pool resulting in a realized
loss of approximately $100,000.  Five loans, representing 1.1% of
the pool, are in special servicing.  Moody's has estimated
aggregate losses of approximately $4.6 million for all of the
specially serviced loans.  Twenty-four loans, representing 11.6%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
93.9% of the performing loans, excluding the defeased loans, and
partial year 2005 operating results for 75.5% of the performing
loans.  Moody's weighted average loan to value ratio for the
conduit component is 87.2%, essentially the same as at
securitization.  Moody's is upgrading Classes B, C, D and E due to
stable overall pool performance and increased credit support.
Moody's is upgrading Class APM due to the improved performance of
the Arbor Place Mall Loan.

The largest shadow rated loan is the Crystal Mall Loan, which is
secured by an 800,000 square foot regional mall located in
Waterford, Connecticut.  The property is the dominant mall in its
trade area and is anchored by Sears, Macy's, Filene's and J.C.
Penney.  Inline occupancy is 88.6%, compared to 90.7% at
securitization.  Performance has been stable since securitization.  
The loan sponsors are Simon Property Group and Mayflower Realty,
LLC.  Moody's current shadow rating is Baa2, compared to Baa3 at
securitization.

The second largest shadow rated loan is the Arbor Place Mall Loan,
which is the senior portion of a $76.3 mortgage loan.  The $4.7
million B Note is included in the pool and is the security for
non-pooled Class APM.  The loan is secured by a 1.0 million square
foot regional mall located in Douglasville, Georgia, approximately
22 miles west of Atlanta.  The mall is anchored by Dillard's,
Parisian, Macy's, Sears, and J.C. Penney.  Inline occupancy has
increased to 97.0% from 89.1% at securitization. The loan sponsor
is CBL & Associates Properties.  Moody's current shadow ratings of
the senior and B notes are Baa1 and Baa2 respectively, compared to
Baa2 and Baa3 at securitization.

The top three conduit loans represent 10.7% of the pool.  The
largest conduit loan is the SummitWoods Crossing Loan, which is
secured by 410,000 square foot retail center located in Lee's
Summit, Missouri.  The property is 100.0% leased, the same as at
securitization.  Major tenants include Target and Lowe's Home
Centers. Property performance has been stable since
securitization.  Moody's LTV is 94.7%, compared to 96.2% at
securitization.

The second largest conduit loan is the 1650 Arch Street Loan,
which is secured by a 590,000 square foot Class A office building
located in downtown Philadelphia, Pennsylvania.  The property is
99.1% occupied, essentially the same as at securitization.  The
largest tenants are the Environmental Protection Agency and Wolf,
Block, Schorr and Solis-Cohen.  Performance has been stable since
securitization.  Moody's LTV is 79.8%, compared to 82.1% at
securitization.

The third largest conduit loan is the Old Hickory Mall Loan, which
is secured by a 555,000 square foot regional mall located in
Jackson, Tennessee.  The anchor tenants are Macy's, Sears, Belk
and J.C. Penney.  Inline occupancy is 88.7%, compared to 93.7% at
securitization.  Performance has been stable since securitization.  
The loan sponsor is CBL & Associates Properties, Inc. Moody's LTV
is 76.1%, essentially the same as at securitization.

The pool's collateral is a mix of retail, multifamily, office and
mixed use, U.S. Government securities, industrial and self storage
and lodging.  The collateral properties are located in 34 states.  
The highest state concentrations are Texas, California,
Connecticut, Georgia, and Virginia.  All of the loans are fixed
rate.


DANA CORP: To Pay $78.5 Million Shippers and Warehousemen Claims
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates operate 70 domestic
manufacturing facilities that manufacture highly specified metal
components, parts and systems.  In the operation of their
businesses, certain parties with commercial relationships with the
Debtors have the ability to and do obtain liens on and interests
in the Debtors' property, including in some cases a right to
possession of the Debtors' property.  

The Lienholders include:

   (1) foreign and domestic commercial common carriers, shippers,
       freight forwarders, distributors and other third-party
       service providers who transport goods before, during and
       after the manufacturing process;

   (2) owners of warehouses facilities, used by the Debtors to
       supplement their own on-site storage facilities by storing
       finished products or raw materials and supplies used in
       their manufacturing operations;

   (3) customs brokers and freight forwarders who provide
       services that enable the Debtors to comply with the
       complex customs laws and regulations of the United States
       and other jurisdictions;

   (4) suppliers of a variety of goods, mostly component parts,
       produced using tooling and other equipment owned by the
       Debtors and, at times, using the Debtors' proprietary
       technology and trade secrets;

   (5) parties providing services, including coating, cleaning,
       painting, machining and annealing on the Debtors' goods;
       and

   (6) third party artisans who repair or modify machinery and
       equipment, including tooling, that are no longer fully
       operational, require routine maintenance or require
       modification.

As of the Petition Date, the Lienholders held outstanding claims
for prepetition services and goods provided to the Debtors:

           Lienholder                      Prepetition Claim
           ----------                      -----------------
       Shippers and Warehousemen                 $3,400,000
       Customs Brokers                            1,100,000
       Artisans                                   1,000,000
       Outside Producers and Processors          73,000,000

Pursuant to Sections 105(a), 363(b) and 364(b) of the Bankruptcy
Code, the Debtors seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to pay, in the ordinary
course of business, the prepetition secured claims of the
Lienholders.

The Debtors also ask the Court to direct all banks to honor all
checks and transfers made on account of the Lienholder Claims.

Corinne Ball, Esq., at Jones Day, in New York, explains that
nearly all of the Debtors' facilities -- as is the case
throughout the Debtors' industry -- maintain an integrated
manufacturing system designed to ensure that the Debtors receive
goods on a "just in time" basis.  

Although coordinated just-in-time supply systems produce
important cost savings for the Debtors and their original
equipment manufacturing customers in a number of ways, they also
place an emphasis on maintaining a continuous and timely supply
chain.  Under the just-in-time model, even small disruptions in
the supply chain have significant and costly ripple effects.

Many, if not all, of the Lienholders provide critical goods or
services to the operation of the Debtors' just-in-time supply
chain, Ms. Ball tells the Honorable Burton R. Lifland.  A
disruption in the supply chain would have a potentially
devastating effect on the Debtors' businesses to the detriment of
all stakeholders.  

Moreover, because the amount of most of the Lienholder Claims are
for less than the value of any property securing those claims, it
appears that most of the Lienholders are fully secured creditors.
In general, pursuant to Section 506, fully secured creditors are
entitled to receive (a) payment in full of their prepetition
claims and (b) the postpetition interest accruing on the claims
up to the value of the collateral.

          Conditions on Payment of Lienholder Claims

The Debtors will require each recipient of a Lienholder Claim
payment, to the extent applicable, to:

   (a) continue to extend normalized trade credit and provide
       other business terms on a postpetition basis, on terms at
       least as favorable as those extended prepetition or on
       other terms that are acceptable to the Debtors, until they
       emerge from Chapter 11;

   (b) not file of record in any jurisdiction, or otherwise
       assert against the Debtors, their Chapter 11 estates or
       against any of their property, a lien or security interest
       relating in any manner to the Lienholder Claims; and

   (c) release to the Debtors, as requested, goods or other
       assets of the Debtors in the Lienholder's possession.

If a Lienholder accepts a Lienholder Payment and fails to provide
the Debtors with the requisite Trade Terms, then:

   (1) any Lienholder Payment received by the Lienholder will be
       deemed an unauthorized postpetition transfer under Section  
       549 that the Debtors may either (i) recover from the
       Lienholder in cash or goods, or (ii) apply against any
       outstanding administrative claim held by the Lienholder;

   (2) upon recovery of any Lienholder Payment, the corresponding
       prepetition claim of the Lienholder will be reinstated in
       the amount recovered by the Debtors, less the Debtors'
       reasonable costs to recover the amounts;

   (3) the Debtors will have rights to challenge the validity,
       priority or extent of the Lienholders' lien or interest
       and the validity and amount of the related claim; and

   (4) the Debtors will have all rights to seek to avoid as
       fraudulent or preferential or otherwise any lien or
       interest held by the Lienholder.

                          *     *     *

The Court grants the Debtors' request, subject to modification
upon a party-in-interest's request for cause after notice and a
hearing.

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)


DELTA AIR: Flight Attendants Ask Public to Sign Support Petition
----------------------------------------------------------------
On March 24, 2006, 93% of Delta Comair flight attendants voted to
authorize a strike.  The flight attendants will be asking Sky
Miles members to sign a petition protesting the carrier's
concessionary demands at LaGuardia Airport, starting today, until
Wednesday, March 29, 2006, from 10:00 a.m. to 5:00 p.m.  Flight
attendants will be gathering at four other airports as well.

Delta Comair has demanded pay cuts of approximately $10,880
annually, which is up to 30% of the average Comair flight
attendant's salary of $28,000.  The cuts would hit Comair working
families particularly hard, coming on top of hefty increases in
employee health care costs that Comair implemented last year in
violation of the flight attendants' contract.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in       
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DORAL FINANCIAL: Moody's Cuts Subord. Debt Rating to B2 from B1
---------------------------------------------------------------
Moody's Investors Service downgraded to B1 from Ba3 the senior
debt ratings of Doral Financial Corporation, and reiterated the
negative rating outlook.  Moody's action follows cease and desist
orders placed by banking regulators on Doral and some of its
subsidiaries, including Doral Bank, San Juan, Puerto Rico.  When
Moody's last downgraded Doral's debt on Oct. 28, 2005, it issued a
negative rating outlook, but noted that any credit deterioration
including regulatory consequences or liquidity issues could result
in a review for possible downgrade or an outright downgrade.

Moody's cited the regulatory action as one of the primary reasons
for the downgrade, saying that the company needs to comply under a
strict timeframe.  Moody's also noted that although the company's
near-term liquidity position appears satisfactory, the company is
facing a $625 million debt maturity in July 2007 as well as
potential regulatory fines and litigation damages from pending
proceedings.  The downgrade also reflects the risk that Doral
could potentially have difficulty funding these obligations in the
event of further delays in its financial reporting or a disruption
in the capital markets.

Although the cease and desist order is a negative development, the
rating agency stated that the new management had begun to address
many of Doral's credit issues prior to the regulatory action.  
Moody's added that operating under a regulatory agreement often
results in better risk management and tighter controls -- two of
the main issues that caused Doral's problems in the first place.

According to Moody's, Doral's holding company and its non bank
subsidiaries conduct considerable business and generate earnings
independent of the regulated bank subsidiaries.  The regulatory
agreements require, among other conditions, that Doral Bank must
obtain prior approval from regulators before paying any dividends
to its parent company.  To date, however, the holding company has
never taken dividends from the lead bank to service holding
company obligations.  Moreover, Doral, again among other
conditions, must obtain regulatory approval before paying
dividends to its shareholders, which improves coverage for
creditors.

Moody's noted the continued strengthening of the management team
and corporate governance.  The negative rating outlook reflects
concern for the long-term funding as well as potential regulatory
fines and ongoing litigation risk.  Moody's could return the
rating outlook to stable once these issues have been sufficiently
addressed.  The rating agency will monitor closely Doral's
regulatory compliance and the potential for any impairment to its
franchise as a leader in Puerto Rico's mortgage market, as well as
its financial performance relative to like-rated banking
institutions.

Ratings downgraded include:

   * Senior debt to B1 from Ba3; and

   * Subordinated debt to B2 from B1.

Doral Financial, headquartered in San Juan, Puerto Rico, reported
total assets of approximately $18 billion as Dec. 31, 2004, which
is its last filing date.


EMERITUS CORP: Dec. 31 Equity Deficit Narrows to $113 Million
-------------------------------------------------------------
Emeritus Corp. aka Emeritus Assisted Living filed its financial
results for the year ended Dec. 31, 2005, with the Securities and
Exchange Commission on Mar. 16, 2006.

The company earned $11,703,000 of net income on $387,732,000 of
total operating revenues for the year ended Dec. 31, 2005.  

At Dec. 31, 2005, the company's balance sheet showed $747,770,000
in total assets and $860,843,000 in total liabilities, resulting
in a $113,073,000 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $86,111,000 in total current assets available to pay
$114,919,000 in total current liabilities coming due within the
next 12 months.

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

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

Emeritus' equity deficit narrowed to $113,073,000 at Dec. 31,
2005, from a $134,220,000 equity deficit at Sept. 30, 2005.


ESCHELON TELECOM: S&P Rates $46 Mil. Sr. 2nd Secured Notes at B-
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' rating to
Eschelon Telecom Inc.'s $46 million 8.375% senior second secured
notes due 2010.  The notes are a tack-on to the company's original
senior second secured notes offering.  A portion of the proceeds
will be used to fund the acquisition of Oregon Telecom Inc. (OTI).
     
The 'B-' corporate credit rating and stable outlook on Eschelon, a
Minneapolis, Minnesota-based competitive local exchange carrier
(CLEC), were affirmed.  Pro forma total debt is around $143
million.
      
"The ratings reflect a high degree of credit risk stemming from
the company's vulnerable business position due primarily to the
highly competitive CLEC business," said Standard & Poor's credit
analyst Allyn Arden.

Additionally, the ratings incorporate integration risk associated
with the recent acquisition of OTI, a CLEC serving the Oregon and
Washington markets, and Eschelon's modest liquidity.  Tempering
factors include:

   * the company's modest leverage;
   * low churn; and
   * its flexibility with respect to capital spending.
     
Eschelon provides commodity voice and data services to small and
midsize enterprises in 12 major metropolitan markets in the
western and Midwestern U.S.  The company's total equivalent access
line base as of Dec. 31, 2005, totaled 415,000.  Its network is
linked mainly by owned switches and leased fiber and local loops,
and a small portion is based on Qwest Platform Plus, formerly
referred to as an unbundled network element-platform.  In
addition to competing with Qwest, Eschelon serves business
customers in approximately 15% of AT&T Inc.'s territories.


FACTORY 2-U: Chapter 7 Trustee Taps Recovery Services as Agent
--------------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 trustee appointed in Factory 2-U
Stores, Inc., and its debtor-affiliates' cases, seeks authority
from the U.S. Bankruptcy Court for the District of Delaware, to
employ Recovery Services Inc., as his collection agent.

The Trustee needs RSI's assistance in recovering amounts for the
Chapter 7 Estate with respect to default judgments and other
judgments entered in adversary proceedings commenced in the
Debtors' bankruptcy cases.

RSI is a company in the collection industry since 1995.  
Larry Waslow, the firm's secretary and treasurer, will have
primary involvement in the engagement.  Mr. Waslow has worked in
the collection industry for 36 years, and he and RSI has been
employed as a collection agent for other trustees.

RSI's standard compensation for work is a 30% contingency rate,
net of costs.

To the best of the Trustee's knowledge, RSI does not represent any
interest adverse to the Trustee or the Chapter 7 estate and
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).  
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.  The Court appointed Jeoffrey L.
Burtch as the Chapter 7 Trustee.  Adam Singer, Esq., at Cooch and
Taylor represents the Chapter 7 Trustee.


FAIRFAX FINANCIAL: Fitch Puts $1.1 Bil. Debts' B+ Ratings on Watch
------------------------------------------------------------------
Fitch placed Fairfax Financial Holdings Limited, Odyssey Re
Holdings Corp. and its insurance subsidiaries, and TIG Holdings
Inc. on Rating Watch Negative.  The rating action on TIG reflects
the alignment of TIG's and Fairfax's debt ratings given that
Fairfax guarantees TIG's debt.  The holding company ratings of:

   * Crum & Forster Holdings Corp.,

   * the insurance company ratings of Crum & Forster
     Insurance Group,

   * Northbridge Financial Insurance Group, and

   * TIG Insurance Group

are not affected by this action.

The Negative Rating Watch reflects uncertainty with respect to
several recent events, the culmination of which has increased the
level of uncertainty beyond Fitch's expectations for the rating.

These recent events include:

   -- Odyssey Re's announcement in February 2006 that they were
      restating financial results for 2001 to 2004 and the first
      nine months of 2005 to correct errors related to finite
      reinsurance contracts;

   -- Odyssey Re's announcement last week that it would delay its
      10-K filing up to 30 days, citing the need for additional
      time to complete the restatement of its financial results.
      As a result, Fairfax, which owns 80% of Odyssey Re, has also
      delayed the filing of its annual report;

   -- Fairfax's announcement yesterday that the company and its
      CEO, Prem Watsa, received subpoenas from the Securities and
      Exchange Commission in connection with an answer to a
      question on the Feb. 10, 2006 investor conference call
      concerning the review of the company's finite reinsurance
      contracts.  Fairfax also announced that its independent
      auditors and a shareholder have received subpoenas from the
      SEC related to subpoenas issued to Fairfax.

Fitch's ratings of Fairfax and its subsidiaries have incorporated
a certain amount of risk related to the ultimate potential
negative impact of issues surrounding the company's use of finite
reinsurance, including the various subpoenas received previously.
Fitch currently adjusts the reported results of Fairfax to exclude
approximately $750 million of finite benefits from three
contracts.

However, these recent events have added a heightened level of
concern that the financial condition of Fairfax and Odyssey Re
could be more stressed than what is currently reflected in their
ratings.  In addition, there is also the increased risk that the
ongoing investigations by the SEC and the U.S. Attorney's office
for the Southern District of New York could bring about a civil
action against the company.  Fitch believes that any such action
could negatively impact the company's:

   * franchise,
   * reputation, and
   * competitive position,

in addition to the financial impact of any fines and/or penalties
levied.

Fitch expects to revisit the Negative Rating Watch following a
review of Fairfax's annual report and Odyssey's 10-K, when filed,
for any significant adjustments to the companies' financial
position that have not already been factored into the rating.
However, even if the impact of any such restatements is not
material, the Negative Rating Watch may continue to be maintained
due to the uncertainty surrounding the ongoing investigations.

These ratings have been placed on Rating Watch Negative:

  Fairfax Financial Holdings Limited:

    -- Issuer Default Rating 'BB-';
    -- $62 million unsecured due April 15, 2008 'B+'
    -- $466 million unsecured due April 15, 2012 'B+'
    -- $100 million unsecured due Oct. 1, 2015 'B+'
    -- $190 million unsecured due April 15, 2018 'B+'
    -- $98 million unsecured due April 15, 2026 'B+'
    -- $91 million unsecured due July 15, 2037 'B+'
    -- $96 million convertible due July 15, 2023 'B+'

  Fairfax, Inc.:

    -- Issuer Default Rating 'BB-'
    -- $101 million exchangeable due Nov. 19, 2009 'B+'

  Odyssey Re Holdings Corp.:

    -- Issuer Default Rating 'BBB-'
    -- $50 million series A unsecured March 15, 2021 'BB+'
    -- $50 million series B unsecured due March 15, 2016 'BB+'
    -- $40 million unsecured due Nov. 30, 2006 'BB+'
    -- $80 million convertible due June 15, 2022 'BB+'
    -- $225 million unsecured due Nov. 1, 2013 'BB+'
    -- $125 million unsecured due May 1, 2015 'BB+'
    -- $50 million series A preferred shares 'BB'
    -- $50 million series B preferred shares 'BB'

  Odyssey Re Group:
  Odyssey America Reinsurance Corporation:
  Clearwater Insurance Company:

    -- Insurer financial strength 'BBB+'

  TIG Holdings, Inc.:

    -- Issuer Default Rating 'BB-'

    -- TIG Capital Trust I $52 million trust preferred stock
       due 2027 'B'

These ratings remain unchanged by Fitch:

  Crum & Forster Holdings Corp.:

    -- Issuer Default Rating 'BB-'
    -- $300 million unsecured due June 15, 2013 'B+'

  Crum & Forster Insurance Group:
  Crum & Forster Insurance Company:
  Crum & Forster Indemnity Company:
  The North River Insurance Company:
  United States Fire Insurance Company:

    -- Insurer financial strength 'BBB-'

  Northbridge Financial Insurance Group:
  Commonwealth Insurance Company:
  Commonwealth Insurance Company of America:
  Federated Insurance Company of Canada:
  Lombard General Insurance Company of Canada:
  Lombard Insurance Company:
  Markel Insurance Company of Canada:
  Zenith Insurance Co. (Canada):

    -- Insurer financial strength 'BBB'

  TIG Insurance Group:
  TIG Indemnity Company:
  TIG Insurance Company:
  TIG Specialty Insurance Company:

    -- Insurer financial strength 'BB+'


FASSBERG CONSTRUCTION: Panel Wants to File Competing Reorg. Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Fassberg Construction Company's chapter 11 case asks the U.S.
Bankruptcy Court for the Central District of California to
terminate the Debtor's exclusive period to solicit acceptances of
its chapter 11 plan.  The Committee also asks the Court for
permission to file a competing chapter 11 plan.

The Debtor submitted its chapter 11 plan of reorganization and an
accompanying disclosure explaining that plan on Feb 27, 2006.  The
Committee reminds the Court that a hearing to determine the
adequacy of the Debtor's disclosure statement has been set for
Apr. 4, 2006.

The Committee tells the Court that the Debtor has previously
asserted that its primary goal in filing for bankruptcy was to
complete certain ongoing construction projects and distribute any
profits obtained to creditors.  The Committee however says that
based on the Debtor's monthly operating reports, the Debtor has
not only failed to accumulate any cash during its bankruptcy
proceedings but has also not shown that any of the ongoing
projects will be completed at a profit.  The Committee says that
the Debtor has failed to generate value for the benefit of its
creditors after nearly a year under chapter 11.  The Committee
contends that this demonstrates either the projects were ill
conceived, mismanaged or both.

The Committee says that the Debtor's plan is fatally flawed
because:

    1. Abraham Fassberg, the owner of the Debtor, will retain
       control of the Reorganized Company without contributing any
       new value or providing any assurance the unsecured
       creditors will receive any distributions; and

    2. the Debtor retains non-operating assets for its sole
       benefit even though these assets are property of the estate
       and should be preserved for the benefit of creditors.

The Committee tells the Court that an alternative chapter 11 plan
that preserves and distributes the value of the estate to
creditors should also be presented for creditors to vote on.  The
Committee argues that although creditors may vote "no" on a plan,
it is far different from voting "yes" on a fair, equitable and
feasible plan.  The Committee contends that terminating the
Debtor's exclusive right to gain acceptance of its plan benefits
both the creditors and the Debtor.

The Committee also asks the Court that the hearing on the
disclosure statement be continued for 60 days to allow it
sufficient time to file it own disclosure statement and plan.

          Overview of the Debtor's Chapter 11 Plan

In its disclosure statement, the Debtor explains its plan will be
funded by fees from current projects Fassberg Construction Company
is working on.

Commencing on the earlier of Apr. 1, 2006, or entry of a Court
order approving a proposed agreement between the Debtor and a
newly created non-debtor entity named Fassberg Contracting
Corporation, Fassberg Contracting will bid all construction work
that would otherwise be bid by the Debtor.  The Debtor anticipates
that the work will be non-bonded.  Fassberg Contracting will
provide all construction and management related services and will
operate on a budget made available to creditors and parties-in-
interest.

                   Treatment of Claims

Under the Plan, administrative and priority tax claims will be
paid in full.  Fidelity & Deposit Company of Maryland's secured
claims of $32 million will also be paid in full.

Abraham & Wendy Fassberg's $1,126,867 unsecured claim will be
converted to equity as component of new value.

H.A.C.L.A.'s claim totaling $4,847,000, General Construction
Cliams totaling $663,476, and Non-construction claims totaling
$432,213, will receive a total payout of only 34% of their claims.  
Distributions will be made on a quarterly basis from Dec. 1, 2006,
up to Dec. 31, 2007.

Abraham Fassberg, sole owner of the Debtor, will retain 100% of
his stock interest in the Debtor.

A full text copy of the Debtor's disclosure statement explaining
its chapter 11 plan of reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060322232632

Headquartered in Encino, California, Fassberg Construction Company
is a full service general contracting and construction management
firm specializing in providing high-quality, professional and
comprehensive contracting services to the market-rate, affordable,
senior and mixed-use housing markets.  The Company filed for
chapter 11 protection on April 1, 2005 (Bankr. C.D. Calif. Case
No. 05-11957).  Douglas M. Neistat, Esq., at the Law Offices of
Greenberg & Bass, serves as counsel in the Debtor's bankruptcy
case.  David B Golubchik, Esq., represents the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it had assets of $15,267,175 and debts of
$6,758,113.


FOAMEX INT'L: Wants Plan Solicitation Period Stretched to Aug. 15
-----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides that only a
debtor has the exclusive right to file and solicit acceptances of
a Chapter 11 plan of reorganization until 120 days after the
Petition Date.  Once a debtor has filed a Plan within that
exclusive period, no other party-in-interest may propose a plan
unless the debtor has failed to obtain acceptances from all
classes in its plan within 180 days after the Petition Date.

Section 1121(d) provides that, on a timely request of a party-in-
interest, and after notice and hearing, the Court may increase  
the 120-day and the 180-day exclusive periods.

Foamex International Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive solicitation period until August 15, 2006, and, to the
extent it did not expire by operation of law on January 17, 2006,
extend their exclusive period to file a chapter 11 plan through
August 15, 2006.

The Debtors have worked closely with the ad hoc committee of
senior secured noteholders representing more than 50% of the
$300,000,000 principal amount of the Debtors' senior secured
notes and the Official Committee of Unsecured Creditors.  The
Plan of Reorganization and Disclosure Statement filed on Dec. 23,
2005, is supported by the Ad Hoc Committee.  The Debtors have
continued to negotiate with the Creditors' Committee and Steel
Partners II, LP, their single largest unsecured creditor, as well
as the Ad Hoc Committee, to build a consensus on a fully
consensual plan.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that there is still more
work to be done before the Plan can be finalized.

Ms. Morgan says the Debtors need more time to evaluate:

   -- the impact of their recent performance, which has exceeded
      their expectations, on their projections for the remainder
      of 2006 and beyond; and

   -- the impact, if any, on the terms of a revised plan.  

Ms. Morgan asserts that the Debtors are not seeking to extend
their Exclusive Periods as a means of forcing creditors into
accepting a particular plan.  On the contrary, the Debtors intend
to use the requested extension to garner support for a revised
plan, which will be acceptable to all creditor constituencies
with whom they have been negotiating, Ms. Morgan says.

The Court will convene a hearing on April 11, 2006, to consider
the Debtors' request.  By application of Del. Bankr.LR 9006-2,
the Debtors' exclusive periods are automatically extended until
the conclusion of that hearing.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of      
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Wants Until July 14 to File Notices of Removal
------------------------------------------------------------
Foamex International Inc., and its debtor-affiliates further ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the time by which they must file notices of removal with respect
to prepetition civil actions until July 14, 2006.  

The Debtors are parties to various actions currently pending in
different state and federal tribunals.  Since the Petition Date,
the Debtors have been primarily focused on stabilizing their
postpetition operations, and negotiating and developing a
consensual Plan of Reorganization with their major creditor
constituencies.  

To date, the Debtors have not had adequate time to fully
investigate and evaluate all of the Actions to determine whether
removal is appropriate, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, says.

An extension will give the Debtors more time to make fully
informed decisions concerning removal of each action and will
assure that the Debtors do not forfeit valuable rights, Ms.
Morgan asserts.

Furthermore, Ms. Morgan says, 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.

The Court will convene a hearing on April 11, 2006, to consider  
the Debtors' request.  By application of Del. Bankr.LR 9006-2,  
the Debtors' removal period is automatically extended until the
conclusion of that hearing.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of      
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


G+G RETAIL: Otterbourg Steindler Hired as Committee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of G+G Retail,
Inc., permission to retain Otterbourg, Steindler, Houston & Rosen,
P.C., as its counsel effective as of Feb. 2, 2006.

Otterbourg Steindler is expected to:

   a) assist and advise the Committee in its consultation with the
      Debtor relative to the administration of the case, including
      the sale of the Debtor's assets and the Debtor's efforts to
      obtain DIP financing, including an inventory line of credit;

   b) attend meetings and negotiate with the representatives of
      the Debtor;

   c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

   d) assist the Committee in the review, analysis and negotiation
      of any disclosure statement(s) accompanying any plan(s) of
      reorganization that may be filed;

   e) assist the Committee in the review, analysis and negotiation
      of any financing agreements;

   f) take all necessary action to protect and preserve the
      interests of the Committee, including:

         i) possible prosecution of actions on its behalf,

        ii) if appropriate, negotiations concerning all litigation
            in which the Debtor is involved, and

       iii) if appropriate, review and analysis of claims filed
            against the Debtor's estate.

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

   h) appear, as appropriate, before the Court, the Appellate
      Courts, and the U.S. Trustee, and protect the interests of
      the Committee before those Courts and before the U.S.
      Trustee; and

   i) perform all other necessary legal services in this case.

Scott L. Hazan, Esq., a member of Otterbourg Steindler, discloses
the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partner/Counsel               $490 - $725
         Associate                     $240 - $525
         Paralegal/Legal Assistant     $125 - $195

Mr. Hazan assures the Court of his firm's disinterestedness as
that term is defined in Section 101(14) of the Bankruptcy Code.

quartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million
to $50 million.


G+G RETAIL: Panel Taps Abacus Advisors as Business Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of G+G Retail,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
New York for permission to retain Abacus Advisors Group LLC as its
business consultants effective as of Feb. 2, 2006.

Abacus Advisors is expected to:

   a) advise the Committee with respect to offers received for the
      acquisition of all or parts of the Debtor's business and
      assets;

   b) solicit indications of interest from other potential
      purchasers of the Debtor's businesses and assets;

   c) review and comment on proposals received for the acquisition
      of the Debtor's businesses and assets;

   d) negotiate with potential purchasers on behalf of the
      Committee;

   e) attend meeting of the full Committee and any sub-committees;

   f) attend the auction for the Debtor's businesses and assets;
      and

   g) advise the Committee with respect to the most effective
      process for obtaining the highest and best offer for the
      Debtor's businesses and assets.

Jack Rapp, managing director of Abacus Advisors, says the Firm
will charge the Debtor a $150,000 flat fee for its services
rendered during this case, plus reimbursement of actual, out-of-
pocket expenses incurred by the Firm.

To the best of the Committee's knowledge, Abacus Advisors does not
hold or represent any interest adverse to the Committee or the
Debtor's estate.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr. S.D.N.Y.
Case No. 06-10152).  William P. Weintraub, Esq., Laura Davis
Jones, Esq., David M. Bertenthal, Esq., and Curtis A. Hehn, Esq.,
at Pachulski, Stang, Ziehl, Young & Jones P.C. represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of more than
$100 million and debts between $10 million to $50 million.


GALVEX CAPITAL: Committee Taps DLA Piper as Bankruptcy Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Galvex
Holdings Limited and its debtor-affiliates' chapter 11 cases asks
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ DLA Piper Rudnick Gray Cary US LLP as its
bankruptcy counsel.

DLA Piper will:

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

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of the chapter
        11 cases;

    (c) assist the Committee in its review and analysis of any and
        all offers to purchase the Debtors' assets and asset
        purchase agreements;

    (d) assist the Committee in examining and analyzing the
        propriety of inter-Debtor agreements;

    (e) assist and advise the Committee as to whether dismissal of
        the Debtors' cases is appropriate and in the best interest
        of creditors;

    (f) assist the Committee in analyzing the claims of the
        Debtors' creditors and the Debtors' capital structure and
        in negotiating with holders of claims and equity
        interests;

    (g) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and of the operation of the Debtors'
        businesses;

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

    (i) assist and advise the Committee as to its communications
        to the general creditor body regarding significant matters
        in these chapter 11 cases;

    (j) represent the Committee at all hearings and other
        proceedings;

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

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

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

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

    (o) investigate and analyze any claims against the Debtor's
        secured lenders;

    (p) advise and assist the Committee in its review and analysis
        of the Debtors' corporate governance; and

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

Thomas R. Califano, Esq., a partner at DLA Piper, tells the Court
that the Firm's professionals bill:

         Professional                    Hourly Rate
         ------------                    -----------        
         Partners                        $610 - $650
         Special Counsel and Counsel         $550
         Associates                      $275 - $485
         Paraprofessionals                   $225

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

Mr. Califano can be reached at:

          Thomas R. Califano, Esq.
          DLA Piper Rudnick Gray Cary US LLP
          1251 Avenue of the Americas
          New York, New York 10020-1104
          Tel: (212) 835-6190
          Fax: (212) 835-6001
          http://www.dlapiper.com/

                   About Galvex Holdings Limited

Headquartered in New York City, New York, Galvex Holdings Limited
-- http://www.galvex.com/-- and its affiliates operate the   
largest independent galvanizing line in Europe.  The Debtors have
offices in New York, Tallinn, Bermuda, Finland, Ukraine, Germany
and the United Kingdom.  The company and four of its affiliates
filed for chapter 11 protection on Jan. 17, 2006 (Bankr. S.D.N.Y.
Case No. 06-10082).  David Neier, Esq., and John E. Tardera, Esq.,
at Winston & Strawn LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of more
than $100 million.


GALVEX HOLDINGS: Bankr. Court Allows Lenders to Replace Directors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
modified the automatic stay in Galvex Holdings Limited and its
debtor-affiliates chapter 11 cases, in order to permit Bayerische
Hypo-und Vereinsbank Atkiengesellschaft and SPCP Group LLC to:

    a. carry out or effect any action requested or taken by the
       directors of Galvex Holdings on Holdings' behalf, or by
       SPCP Group LLC;

    b. remove the current members of Galvex Trade's board of
       directors; and

    c. appoint in their place any or all of Shepard C. Spink,
       Antonio Alvarez III, Anthony Baron Rosen, and Maurice
       Moses.

Bayerische acts as the agent for the Debtors' prepetition lenders
and secured party under a Letter of Credit Facility (as amended
and restated), dated Sept. 22, 2001, while SPCP Group is a lender
under that Prepetition Secured Loan.

The Court however maintained the provisions of the automatic stay
including, without limitation, any act to collect, assess, or
recover a claim that arose before the commencement of the Debtors'
chapter 11 cases shall remain in full force and effect.

The Court also instructed Bayerische to execute and deliver all
instruments and documents and take all such other actions as may
be necessary or appropriate to implement and effectuate the
actions contemplated in the Court's Order.

The motion to modify the automatic stay was filed by Galvex
Holdings Ltd., Galvex Estonia and Galvex Intertrade, all debtors,
as an alternative should the Court not dismiss their respective
chapter 11 cases.

                   Forced Bankruptcy Filing

The Debtors told the Court that their bankruptcy proceedings were
commenced at the direction of one non-debtor third party solely to
increase that party's leverage in a dispute with a second non-
debtor third party over the control of Galvex.

The Debtors contended that their chapter 11 cases were not filed
to protect Galvex's going-concern value or to preserve the value
of the Galvex Debtors' estates for the benefit of their creditors.
The Debtors disclosed that prior to the commencement of their
chapter 11 cases, they were generally paying their operating debts
as they came due.  The Debtors say that as result of the chapter
11 filings, they are subject to all of the unnecessary costs and
limitations imposed by chapter 11, but Galvex does not require and
cannot reap any of the advantages of the filings.

The Debtors told the Court that their chapter 11 cases should be
dismissed citing:

    1. the chapter 11 cases were not properly authorized;

    2. the chapter 11 cases will diminish their estates and
       provide no path to rehabilitation; and

    3. the totality of the circumstances.

                   Galvex Capital Not Included

The Debtors tell the Court that although they want their chapter
11 cases dismissed, they did not seek to also dismiss Galvex
Capital, LLC's chapter 11 case.

The Debtors say that Galvex Estonia, Galvex Intertrade, and Galvex
Trade are wholly-owned direct subsidiaries of Galvex Holdings but
Galvex Capital is an unrelated debtor.

A copy of the Debtors organization chart is available for free at
http://ResearchArchives.com/t/s?6d6

                    Modify Automatic Stay

Should the Court not dismiss their respective chapter 11 cases,
the Debtors ask that the temporary restraining order and automatic
stay be modified.

The Debtors reminds the Court that under Bermudian law, only a
registered shareholder may replace a board of directors.  The
Debtors say that although Galvex Holdings is the beneficial
shareholder of Galvex Trade, Bayerische is the registered
shareholder, and thus is the only one authorized to replace the
directors of Galvex Trade.  The Debtors say that prior to the
event of default under the Credit Facility, Galvex Holdings had
the ability to direct Bayerische to change the directors of Galvex
Trade.  Subsequent to the default, the Debtors relates, SPCP Group
also had that ability.

Bayerische however had been unwilling to take action for fear that
it would violate the TRO or automatic stay.

The Debtors say that was intended for Bayerische in order to
prohibit Bayerische from utilizing SPCP Group's collateral which
was Galvex Holdings equity interest in Galvex Trade.

                    About Galvex Holdings

Headquartered in New York City, New York, Galvex Holdings Limited
-- http://www.galvex.com/-- and its affiliates operate the   
largest independent galvanizing line in Europe.  The Debtors have
offices in New York, Tallinn, Bermuda, Finland, Ukraine, Germany
and the United Kingdom.  The company and four of its affiliates
filed for chapter 11 protection on Jan. 17, 2006 (Bankr. S.D.N.Y.
Case No. 06-10082).  David Neier, Esq., at Winston & Strawn LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


GARDENBURGER INC: Court Confirms Reorganization Plan
----------------------------------------------------
The Hon. James N. Barr of the U.S. Bankruptcy Court for the
Central District of California in Santa Ana confirmed
Gardenburger, Inc.'s Plan of Reorganization on March 15, 2006.

Gardenburger will exit bankruptcy protection as a private company
and will be reincorporated as Wholesome & Hearty Foods Company.

As reported in the Troubled Company Reporter on Feb. 10, 2006,
holders of General unsecured claims will be paid in full in three
installments:

     -- 25% of the allowed claim six months after the effective
        date;

     -- 25% of the allowed claims 12 months after the effective
        date, and

     -- the remaining 50%, 18 months after the effective date.

Unsecured creditors will not receive any payment for interest
accruing on their claims after the petition date.

Annex Holdings, which currently holds the Debtor's Convertible
Senior Subordinated Note, will receive new equity interests in the
Reorganized Debtor on the effective date of the Plan.  The new
equity due to the holder of the Convertible Note will constitute
all of the New Preferred Stock issued under the Plan and 83% of
the New Common Stock issued or reserved for issuance under the
Plan.

Warehouseman Claims will be treated in accordance with the
Warehouseman agreements.

Holders of Preferred Shareholder Claims, Common Shareholders
Claims and Equity Interest Related Claims won't get anything under
the Plan.

                          Plan Funding

Payments due under the Plan will be funded from the Reorganized
Debtor's operating revenues and the Exit Financing provided by
Wells Fargo Bank, National Association and GB Retail Funding, LLC.  

On the effective date of the Plan, the DIP credit facilities
extended by Wells Fargo and GB Retail will be replaced with the
exit facility, maturing on Nov. 22, 2008.  Wells Fargo and GB
Retail's liens under the DIP facilities will remain in full force
and effect and will continue unaltered.

The Wells Fargo credit facility provides for a secured revolving
line of credit of up to $7.5 million and a secured equipment term
loan of $2.2 million.  All advances under the facility are secured
by first priority security interests in the Reorganized Debtors
assets.  The credit facility carries interest at the Prime Rate
plus 0.50% per annum floating.

The GB Retail credit facility consists of a $5 million secured
single-advance term loan.  GB Retail holds a second priority lien
on all collateral securing Wells Fargo's credit facility and a
first priority perfected security interest in all of the
Reorganized Debtor's general intangible assets.  The interest rate
on the GB Credit Facility is the Prime Rate plus 6.75% per annum
floating.

A full text copy of the order confirming the Debtor's Plan is
available for free at http://researcharchives.com/t/s?6e4

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and  
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz, represent the Debtor in its
restructuring efforts.  Marc J. Winthrop, Esq., Robert E. Opera,
Esq., Sean A. O'Keefe, Esq., and Paul J. Couchot, Esq., at
Winthrop Couchot, P.C., represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GARDENA CITY: Moody's Places Ba2 Rating on Watch and May Upgrade
----------------------------------------------------------------
Moody's placed on Watchlist for possible upgrade the Ba2 rating on
the 1994 Gardena Public Improvement Corporation Refunding
Certificates of Participation currently outstanding in the
approximate amount of $3.6 million.  The Watchlist action results
from the agreement in principle between the city and its two
letter of credit banks addressing approximately $26 million owed
to the banks.  Moody's evaluation of the city's rating will focus
on the fiscal implications of that agreement.

More specifically, Moody's expect to review the structure of the
city's upcoming COPs which are being proposed partially to address
its obligation to the banks, the city's remaining liability to the
banks over the next several years, and the city's current and
projected financial position.


GENERAL MOTORS: Kohlberg Kravis Buys GMAC Stake for $9 Billion
--------------------------------------------------------------
An investor group led by affiliates of Kohlberg Kravis Roberts &
Co., Five Mile Capital Partners, LLC, and Goldman Sachs Capital
Partners completed the acquisition of a majority interest in GMAC
Commercial Holding Corp. from General Motors Acceptance
Corporation.

GMAC, the wholly owned financial services subsidiary of General
Motors Corporation, sold 78% of its equity in GMACCH, up from the
previously announced 60% target, in exchange for more than $1.5
billion in cash.  At the closing, GMACCH also repaid to GMAC
approximately $7.3 billion of inter-company loans, bringing GMAC's
total cash proceeds from the transaction to almost $9 billion.

GMACCH, a leader in real estate finance, investments and services
announced that it changed its name to Capmark Financial Group Inc.  
The name change will be fully implemented in the second quarter of
this year.

Simultaneous with the equity interest sale, Capmark closed with a
syndicate of banks on a $10.75 billion loan facility that will
provide the company with a solid intermediate and long-term debt-
funding base.

"This is an exciting time for our company, and we have a great
deal to celebrate," said Capmark Chief Executive Officer Robert D.
Feller.  "With investment-grade ratings from the three primary
rating agencies and enhanced access to the capital markets,
Capmark is poised to fully realize the opportunities that exist
for each of its businesses."

GMAC Chairman Eric A. Feldstein said, "GMAC is optimistic about
the growth prospects for Capmark.  With improved access to cost-
efficient funding, this commercial mortgage business should
continue to thrive.  We are expecting strong returns on the
significant investment that GMAC will retain in this business.  At
the same time, this transaction will enable GMAC to redeploy a
significant amount of capital - almost $9 billion - to other
critical areas of our business."

Concurrent with the closing of the sale, the percentage of
ownership interest of both the investor group and GMAC was reduced
proportionately by the sale of shares to members of Capmark's
management team, who have acquired an equity stake of
approximately 4%.  With the management team's investment, the
investor group holds a majority interest of approximately 75%,
while GMAC retains a common equity stake of approximately 21%.
GMAC also will invest an additional $250 million in Capmark trust
preferred stock.

Capmark's board of directors will be led by newly appointed
independent Chairman Dennis Dammerman, a former vice chairman of
General Electric and chairman and chief executive officer of GE
Capital Corp.  GMAC will hold two seats on Capmark's 15-member
board, which includes three independent directors.

"I am very pleased to serve as chairman of the board of directors
of Capmark," said Mr. Dammerman.  "With increased access to
capital, a new name and investment-grade ratings, the company can
build on its many strengths, drive profitability and enhance the
value of the enterprise."

KKR, Five Mile Capital Partners and Goldman Sachs Capital Partners
said in a joint statement, "As a global leader in each of its
businesses, Capmark is very well positioned to begin its next
chapter as a standalone company.  We look forward to working with
the management team to realize the company's full potential by
making use of the wide range of funding options now available to
Capmark."

                          About Capmark

Capmark Financial Group Inc. -- http://www.gmaccm.com/-- is an  
industry leader in real estate finance, investments and services.
Capmark's real estate lending and origination platform has access
to multiple capital sources.  The company is a direct lender, a
correspondent for life insurance companies and pension funds and
one of the leading approved lenders for FHA, Fannie Mae and
Freddie Mac.  In 2005, Capmark's originations were $29.9 billion.

Capmark's funds and investment management platform is a highly
respected manager of equity real estate and mortgage-related
investments in the public and private markets with $10.8 billion
in investments under management and supervision.

With a portfolio of approximately $276 billion, Capmark is one of
the industry's leading loan servicers.

The diverse real estate finance, investments and services company
has more than 100 offices and operations in North American, Asia
and Europe. For more information, visit

                             About KKR

KKR - http://www.kkr.com--- is one of the world's oldest and most  
experienced private equity firms specializing in management
buyouts. Founded in 1976, it has offices in New York, Menlo Park,
Calif., London, Paris, Hong Kong and Tokyo.  Over the past 30
years, KKR has invested in more than 140 transactions with a total
value of US$185 billion.

                  About Five Mile Capital Partners:

Five Mile Capital Partners - http://www.fivemilecapital.com/-- is  
an alternative investment management firm established in 2003 with
equity capital under management of $800 million.  The firm was
founded by five professionals, each with over 25 years of
experience in all aspects of mortgage, real estate and asset-
backed finance.  The partners both collectively and individually
have built a number of leading financial franchises and
participated in creating some of the key innovations in mortgage
and real estate capital markets.

                         About Goldman Sachs:

Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms.  Goldman Sachs is also a global leader
in private corporate equity and mezzanine investing.  Established
in 1991, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division.
Goldman Sachs' Principal Investment Area has formed 11 investment
vehicles aggregating $26 billion of capital to date.  With $8.5
billion in committed capital, GS Capital Partners V is the current
primary investment vehicle for Goldman Sachs to make privately
negotiated equity investments.

                            About GMAC

General Motors Acceptance Corporation and its subsidiaries,
operating under the umbrella GMAC Financial Services, provide
automotive financing, commercial finance, insurance and mortgage
products, and real estate services, and have a presence in more
than 40 nations.  A wholly owned subsidiary of General Motors
since 1919, GMAC has extended more than $1.4 trillion in credit to
finance more than 162 million vehicles.

                       About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest   
automaker, has been the global industry sales leader for 75 years.  
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                       *     *     *

As reported in the Troubled Company Reporter on Mar. 21, 2006,
Moody's Investors Service placed the B2 long-term rating of
General Motors Corporation on review for possible downgrade and
lowered the company's Speculative Grade Liquidity to SGL-2 from
SGL-1.  Moody's also changed the review status of General Motors
Acceptance Corporation's Ba1 long-term rating to "review for
possible downgrade" from "review with direction uncertain" and
confirmed GMAC's Not Prime short-term rating.  In addition,
Moody's changed the review status of ResCap's senior unsecured
Baa3 and short-term Prime-3 ratings to "review for possible
downgrade" from "review with direction uncertain."  These rating
actions follow GM's announcement that it will delay filing its
annual report on Form 10-K with the SEC due to an accounting issue
regarding the classification of cash flows at ResCap, the
residential mortgage subsidiary of GMAC.


GENESCO INC: Earns $31.2 Million in Fourth Quarter Ended Jan. 28
----------------------------------------------------------------
Genesco Inc. (NYSE: GCO) reported its financial results for the
fourth quarter ended Jan. 28, 2006.  

The company reported earnings before discontinued operations of
$31.2 million for the fourth quarter ended Jan. 28, 2006.  

Earnings before discontinued operations were $25.4 million,
for the fourth quarter ended Jan. 29, 2005.

Net sales for the fourth quarter of fiscal 2006 increased 15% to
$406 million compared to $353 million for the fourth quarter of
fiscal 2005.

For the fiscal year ended Jan. 28, 2006, the Company reported
earnings before discontinued operations of $62.6 million.  
Earnings before discontinued operations were $48.5 million in
fiscal 2005.  Net sales for fiscal 2006 increased 15% to
$1.28 billion compared to $1.11 billion for fiscal 2005.

"A strong fourth quarter concluded another strong year for
Genesco," Genesco Chairman, President and Chief Executive Officer
Hal N. Pennington, said.

"During the year we successfully executed our strategic plan,
enhancing our leadership position in the market by opening 155 net
new stores, expanding our mall and non-mall presence, and
launching a test of a promising new retail concept."  

"At the same time, we increased sales by 15%, expanded margins and
generated double digit bottom line growth.  These results reflect
the talent and dedication of the entire Genesco organization."

"Net sales at Journeys increased 17.5% to approximately
$193 million in the fourth quarter, same store sales rose more
than 10% and footwear unit comps increased 12%."

"Fashion athletic, fusion, board sport and women's fashion
and casual footwear all performed well in the quarter.  With more
than 700 stores, an unparalleled selection of product, powerful
vendor relationships and a world class merchandising team,
Journeys remains the destination retailer for teenagers and young
adults for footwear and accessories."

"Its success in both mall and non-mall locations -- including
lifestyle centers, outlets and city streets -- supports its
potential for ongoing growth."

"An important component of our growth strategy is to leverage our
platform and extend our brand strength and expertise across new
concepts.  In doing so, we see the opportunity to grow with our
customer from toddler to teenager to adult."

"We have been successful with Journeys Kidz and we are now
planning a more aggressive store roll-out for it in fiscal 2007.  
We have recently opened our first Shi by Journeys store designed
to cater to fashionable women in their early 20s to mid 30s,
continuing to serve an important Journeys customer as her tastes,
needs and lifestyle change.

"While it is still very early in the testing process, we are
encouraged by the store's initial performance.

"Hat World registered another strong quarter, with total sales up
21% to $98 million.  Same store sales rose 6%, matching a 6% gain
in the same period last year that was driven in part by strong
demand for Boston Red Sox products associated with the team's 2005
World Series victory."

"The Major League Baseball and NFL categories continued to perform
well in the fourth quarter of fiscal 2006.  We continue to roll
out embroidery machines, which represent an attractive add-on
business in the larger stores."

"Given its versatility, illustrated by successful operations not
only in malls, but also in airports, outlets, street locations,
tourist destinations and kiosks, we remain confident about Hat
World's significant growth potential."

"We plan to open 85 new Lids locations in fiscal 2007 and believe
that we can eventually grow this chain to at least 900 stores in
North America."

"Net sales for the Underground Station Group, which includes
Jarman, increased 7% to $54 million and comparable store sales
rose 4% in the fourth quarter.  Underground Station posted a solid
6% comparable store gain, primarily driven by increased average
selling prices."

"Throughout the year, the Underground Station team continued to
execute its long-term strategic plan, growing the number of
Underground Station locations while reducing the Jarman store base
in a financially prudent manner."

"We ended the year with 180 Underground Station stores, up
approximately 9% from the previous year, and 49 Jarman stores,
roughly half the number of Jarman stores in operation two years
ago.  We are pleased with our progress at Underground Station and
remain encouraged about its prospects for the future."

"Johnston & Murphy continued to deliver improved results during
the fourth quarter, with net sales increasing 9% to $49 million
and same store sales up 9%."

"Johnston & Murphy's performance for both the fourth quarter and
the year was driven by meaningful gains in dress casual and casual
footwear, coupled with growth in non footwear categories, which
now include luggage, belts, socks, outerwear and personal leather
goods."

"Over the past two years we have worked hard to reposition the
Johnston & Murphy brand to broaden its appeal and attract new
consumers, while at the same time driving gains in gross
margin and profitability.  Our results reflect our success so far,
and we will continue to focus on improving our operations."

"Fourth quarter sales of Licensed Brands were $14 million,
essentially flat with a year ago and in line with our projections.
Early indications of stronger demand for Dockers Footwear's spring
product make us optimistic about the opportunities for
improvements in the business in the upcoming year."

Genesco also reaffirmed its fiscal 2007 guidance. The Company now
expects sales of approximately $1.46 billion for the year and
diluted earnings per share to be approximately $2.62.  

The earnings per share estimate includes expected FAS 123 (R)
stock incentive expense and the amortization of recently
granted restricted stock totaling approximately $0.17 per share.
Last year's EPS reflected expenses of $0.01 per share related to
employee restricted stock grants in the third quarter.

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. --
http://www.genesco.com/-- sells footwear, headwear and  
accessories in more than 1,750 retail stores in the United States
and Canada, principally under the names Journeys, Journeys Kidz,
Johnston & Murphy, Underground Station, Hat World, Lids, Hat Zone,
Cap Factory, Head Quarters and Cap Connection, and on internet
websites http://www.journeys.com/http://www.journeyskidz.com/
http://www.undergroundstation.com/http://www.johnstonmurphy.com/
http://www.lids.com/http://www.hatworld.com/and  
http://www.lidscyo.com/  

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers and Perry Ellis
brands.  

                            *   *   *

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennessee-based Genesco Inc. to positive from stable.
At the same time, the bank loan and recovery ratings on Genesco's
senior secured credit facility are raised to 'BB' from 'BB-' and
to '1' from '2', reflecting the rating agency's expectation of
full recovery in the event of default.  All other ratings,
including the company's 'BB-' corporate credit rating, are
affirmed.


GLAZED INVESTMENTS: U.S. Trustee Appoints 3-Member Committee
------------------------------------------------------------
The United States Trustee for Region 11 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Glazed
Investments, LLC's chapter 11 case:

   (a) Ryder Truck Rental, Inc.
       55 Shuman Boulevard, Suite 350
       Naperville, IL 60565
       Attn: Kevin P. Sauntry
       Fax: (770) 569-6712

   (b) BP d/b/a FleetCor Technologies
       655 Engineering Drive, Suite 300
       Norcross, GA 30092
       Attn: Nia Imani
       Fax: (770) 449-3471

   (c) Shaker Recruitment
       1100 Lake Street, Suite 300
       Oak Park, IL 60303
       Attn: Anthony Shaker
       Fax: (708) 524-0881

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in 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.


GMACM MORTGAGE: S&P Affirms 28 Certificate Classes' Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 257
classes of mortgage pass-through certificates from 24 transactions
issued by GMACM Mortgage Loan Trust.  Approximately $6.04 billion
in certificates is affected.
     
The affirmations reflect these:

     -- Pool performance that has allowed credit enhancement to
        remain at levels that are sufficient to maintain the
        current ratings; and

     -- Excellent collateral pool performance, as demonstrated by
        cumulative losses of no greater than 51 basis points
        (series 2003-GH1).
     

As of the February 2006 remittance, severely delinquent loans (90-
plus days, foreclosure, and REO) ranged between 0.00% (nine
series) and 4.66% (series 2004-GH1).  Most of the transactions
have not experienced any cumulative losses.
     
Credit support for the transactions is provided by subordination,
with the exception of series:

   * 2001-GH1,
   * 2003-GH1,
   * 2003-GH2, and
   * 2004-GH1.

These four series receive credit support in the form of:

   * subordination,
   * excess interest, and
   * overcollateralization.

In addition, several senior certificates receive additional credit
support from a bond insurance policy provided by Ambac Assurance
Corp. or MBIA Insurance Corp. (each have a 'AAA' financial
strength rating).
     
The collateral consists primarily of fixed-rate, first lien
mortgage loans secured by one- to four-family residential
properties.
     
Ratings affirmed:
   
GMACM Mortgage Loan Trust
Mortgage pass-thru certs.

   Series     Class                                    Rating
   ------     -----                                    ------
   2001-GH1   A-1*, A-2*                               AAA
   2003-AR1   A-2, A-3, A-4, A-5, A-6, X               AAA
   2003-AR1   M-1                                      AA
   2003-AR1   M-2                                      A
   2003-AR1   M-3                                      BBB
   2003-AR1   B-1                                      BB
   2003-AR1   B-2                                      B
   2003-AR2   A-I-1, A-II-1, A-II-2, A-II-3, A-II-4    AAA
   2003-AR2   A-III-1, A-III-2, A-III-3, A-III-4       AAA
   2003-AR2   A-III-5, A-IV-1, X-II, X-III             AAA
   2003-AR2   M-1                                      AA
   2003-AR2   M-2                                      A
   2003-AR2   M-3                                      BBB
   2003-AR2   B-1                                      BB
   2003-AR2   B-2                                      B
   2003-GH1   A-3, A-4, A-5*                           AAA
   2003-GH1   M-1                                      AA
   2003-GH1   M-2                                      A
   2003-GH1   B                                        BBB
   2003-GH2   A-2, A-3, A-4                            AAA
   2003-GH2   M-1                                      AA
   2003-GH2   M-2                                      A
   2003-GH2   B                                        BBB
   2003-J1    A-2, A-3, A-4, A-5, A-6, A-8, A-9        AAA
   2003-J1    A-10, PO, IO                             AAA
   2003-J2    A-2, A-6, A-7, A-8, A-9, PO, IO          AAA
   2003-J3    A-1, A-2, PO, IO                         AAA
   2003-J4    1-A-1, 2-A-1, 3-A-1, IO                  AAA
   2003-J4    M-1                                      AA
   2003-J4    M-2                                      A
   2003-J4    M-3                                      BBB
   2003-J4    B-1                                      BB
   2003-J4    B-2                                      B
   2003-J5    A-1, A-2, A-3, IO                        AAA
   2003-J5    M-1                                      AA
   2003-J5    M-2                                      A
   2003-J5    M-3                                      BBB
   2003-J5    B-1                                      BB
   2003-J5    B-2                                      B
   2003-J6    A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
   2003-J6    A-8, A-9, PO, IO                         AAA
   2003-J6    M-1                                      AA
   2003-J6    M-2                                      A
   2003-J6    M-3                                      BBB
   2003-J6    B-1                                      BB
   2003-J6    B-2                                      B
   2003-J7    A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
   2003-J7    A-8, A-9, A-10, PO, IO                   AAA
   2003-J7    M-1                                      AA
   2003-J7    M-2                                      A
   2003-J7    M-3                                      BBB
   2003-J7    B-1                                      BB
   2003-J7    B-2                                      B
   2003-J8    A, PO, IO                                AAA
   2003-J10   A-1, A-2, A-3, PO, IO                    AAA
   2003-J10   M-1                                      AA
   2003-J10   M-2                                      A
   2003-J10   M-3                                      BBB
   2003-J10   B-1                                      BB
   2003-J10   B-2                                      B
   2004-AR1   I-1-A, I-2-A, I-3-A, I-4-A, II-1-A       AAA
   2004-AR1   II-2-A, II-3-A, II-4-A                   AAA
   2004-AR1   I-M-1, II-M-1                            AA
   2004-AR1   I-M-2, II-M-2                            A
   2004-AR1   I-M-3, II-M-3                            BBB
   2004-AR1   I-B-1, II-B-1                            BB
   2004-AR1   I-B-2, II-B-2                            B
   2004-AR2   1-A, 2-A, 3-A, 4-A, 5-A-I, 5-A-II        AAA
   2004-AR2   M-1                                      AA
   2004-AR2   M-2                                      A
   2004-AR2   M-3                                      BBB
   2004-AR2   B-1                                      BB
   2004-AR2   B-2                                      B
   2004-GH1   A-1, A-2, A-3, A-4, A-5, A-6             AAA
   2004-GH1   M-1                                      AA
   2004-GH1   M-2                                      A
   2004-GH1   B                                        BBB
   2004-J3    A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
   2004-J3    A-8, A-9, A-10, PO, IO                   AAA
   2004-J3    M-1                                      AA
   2004-J3    M-2                                      A
   2004-J3    M-3                                      BBB
   2004-J3    B-1                                      BB
   2004-J3    B-2                                      B
   2004-JR1   A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
   2004-JR1   A-8, A-9, A-10, A-11, A-12, A-13         AAA
   2005-AA1   1-A-1, 2-A-1, 2-A-2                      AAA
   2005-AA1   M-1                                      AA
   2005-AA1   M-2                                      A
   2005-AA1   M-3                                      BBB
   2005-AA1   B-1                                      BB
   2005-AA1   B-2                                      B
   2005-AF1   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8   AAA
   2005-AF1   A-9, A-11, A-12, A-13, PO, IO            AAA
   2005-AR1   1-A-1, 1-A-2, 1-A-3, 2-A, 3-A            AAA
   2005-AR1   4-A, 5-A                                 AAA
   2005-AR1   M-1                                      AA
   2005-AR1   M-2                                      A
   2005-AR1   M-3                                      BBB
   2005-AR1   B-1                                      BB
   2005-AR1   B-2                                      B
   2005-AR2   1-A, 2-A, 3-A, 4-A                       AAA
   2005-AR2   M-1                                      AA
   2005-AR2   M-2                                      A
   2005-AR2   M-3                                      BBB
   2005-AR2   B-1                                      BB
   2005-AR2   B-2                                      B
   2005-AR3   1-A, 2-A-1, 2-A-2, 3-A-1, 3-A-2, 3-A-3   AAA
   2005-AR3   3-A-4, 4-A-1, 4-A-2, 4-A-3, 4-A-5        AAA
   2005-AR3   5-A-1, 5-A-2                             AAA
   2005-AR3   M-1                                      AA
   2005-AR3   M-2                                      A
   2005-AR3   M-3                                      BBB
   2005-AR3   B-1                                      BB
   2005-AR3   B-2                                      B

          * denotes bond-insured classes.


GOOD SAMARITAN: Moody's Holds B1 Bond Rating & Negative Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 bond rating for the
Hospital of the Good Samaritan in Los Angeles, California.  The
outlook remains negative.  The action affects $76 million of
Series 1991 bonds.

Legal Security: Bonds are secured by a first lien on certain
                pledged assets, which include the medical center

Interest Rate Derivatives: None

Strengths:

   * Adequate cash position, providing a source of liquidity for
     debt service payments and capital over the medium term

   * Recent commercial and Medi-Cal rate increases, driving
     revenue growth and lower operating losses in fiscal year
     2005

   * High end clinical provider with over 300 open heart
     surgeries performed in fiscal year 2005, despite declining
     trends, and Medicare case mix index of 1.73

Challenges:

   * Higher mix of Medi-Cal patients with revenues derived from
     Medi-Cal doubling in the last 5 years as the hospital has
     replaced declining cardiac and other volumes with obstetrics
     volume, resulting in a higher dependency on the state for
     adequate funding

   * Extremely weak cashflow margins at under 2% for multiple
     years and recent improvement that is not likely to be
     sustained given expense challenges and potential loss of
     orthopedic volumes in fiscal year 2006

   * A sizable 15% decline in unrestricted cash in the first five
     months of 2006 in the absence of one-time cash infusions
     that have sustained cash levels over the last several years

   * Competitive service area and a unionized workforce

   * Deferred capital needs, resulting in a very high average age
     of plant of 24 years

Recent Developments/Results:

While improved, fiscal year 2005 performance continues a trend of
very weak margins and Moody's believes operating performance will
be worse in fiscal year 2006.  The hospital continues to operate
at financial levels that are unsustainable in the long-term and,
Moody's believes, will result in accelerated reductions in
unrestricted cash in the absence of extraordinary cash infusions.

In 2005, Good Samaritan had an $11.6 million operating loss
compared with a $22.6 million operating loss in 2004.  Operating
cashflow in 2005 was a positive $3.7 million, compared with a
negative $6.5 million in 2004.  The improvement in 2005 was due to
higher Medi-Cal rates and supplemental payments from Medicare,
both of which relate to the hospital's higher percentage of Medi-
Cal patients through the growth of obstetrics.

Medi-Cal has doubled as a percent of gross revenue in the last 5
years.  While the hospital's ability to obtain these higher rates
is good, its dependency on the Medi-Cal program, a historically
weak payer whose funding continues to face pressure, is now much
greater.  The higher Medi-Cal rates may not continue beyond June
2006, although the hospital may be eligible for "replacement"
funding through the state's distressed hospital pool.  In 2005,
the hospital also benefited from higher rates under a new Blue
Cross contract.

Growth in the obstetrics business primarily drove a 5.6% increase
in admissions in 2005, but has replaced profitable cardiac
business, which continues to decline rapidly.  Open hearts are
down 27% in fiscal year 2005 to 301 cases and continues to decline
in 2006 due to the departure last year of a major physician group
and growth in stents.  Furthermore, the hospital is at risk to
losing significant orthopedic volumes with the anticipated
departure of a major orthopedist over the next several months; the
actual impact will depend on the hospital's ability to recruit
replacements to at least partially replace lost volume.

The hospital is budgeting an operating loss in fiscal year 2006
that is comparable to the loss in 2005, but Moody's believes this
budget will be difficult to achieve and performance is likely to
be worse in 2006.  On the revenue side, the budget does not
include the loss of orthopedic volumes and assumes Medi-Cal rates
overall will remain stable.  On the expense side, the budget
assumes minimal increases in bad debt and supplies expense and a
reduction in agency usage, assumptions that may be aggressive
given the hospital's experience in the past and through the
interim period.  Through the five-month year-to-date period, Good
Samaritan reported an operating loss of $6.1 million compared to
prior year's $9.8 million.

Unrestricted cash was maintained in fiscal year 2005 because of
the release of $8 million in workers compensation reserves no
longer needed because of the hospital's claims experience. Without
these one-time funds, cash would have declined by about $8 million
as expected last year.  Absolute cash has been maintained the last
several years from one-time cash infusions including $12 million
in unrestricted gifts in 2003 and 2004 in addition to the workers
compensation reserves in 2005. Unrestricted cash as of fiscal
yearend 2005 (August 31) was $61 million.  Unrestricted cash as of
Jan. 31, 2006, was down about $10 million and Moody's expects by
yearend cash may decline further. Capital spending is budgeted at
$10 million for fiscal year 2006.

Despite the improvement in 2005, as Moody's discussed in prior
reports Moody's believes the organization has fundamental cultural
and operating issues that suggest operations will continue to be
very weak.  The absence of more significant initiatives to ensure
the hospital's long-term viability suggest a culture that may be
resistant to major changes and has been overly reliant on its cash
position to support operations and fund operating losses.

Outlook:

The negative outlook reflects our belief that the hospital is not
taking adequate measures to improve operations and cashflow, which
will result in further declines in cash and greater risk of
payment default over the medium-term.  Moody's believes more
significant initiatives need to be pursued to ensure long-term
viability and Moody's do not foresee meaningful improvement until
the board resolves to make major changes.

What could change the rating up: Multiple years of substantially
   improved operating performance, combined with maintenance of
   cash without reliance on one-time infusions

What could change the rating down: Further decline in
   unrestricted cash, continued operating losses

                          Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for The Hospital of the
      Good Samaritan

   -- First number reflects audit year ended Aug. 31, 2004

   -- Second number reflects audit year ended Aug. 31, 2005

   -- Investment returns smoothed at 6% unless otherwise noted

   -- Non-recurring adjustments include elimination of:

      (1) $2.2 million and $3.0 million in third-party
          settlements in fiscal years 2004 and 2005,
          respectively; and

      (2) $6 million contribution in 2004.

   * Inpatient admissions: 16,373; 17,284

   * Total operating revenues: $209.0 million; $232.9 million

   * Moody's-adjusted net revenue available for debt service:
       ($0.8) million; $11.0 million

   * Total debt outstanding: $75.7 million; $75.7 million

   * Maximum annual debt service (MADS): $7.4 million;
        $7.4 million

   * MADS coverage based on reported investment income: 0 times;
        1.6 times

   * Moody's-adjusted MADS coverage: (0.1) times; 1.5 times

   * Debt-to-cash flow: (12.0) times; 13.8 times

   * Days cash on hand: 98 days; 94 days

   * Cash-to-debt: 79%; 80%

   * Operating margin: (10.8)%; (5.0)%

   * Operating cash flow margin: (3.1)%; 1.6%


GRUMMAN OLSON: Court Extends Time to Object to Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until June 1, 2006, the deadline within which the
Official Committee of Unsecured Creditors appointed in Grumman
Olson Industries, Inc.'s chapter 11 case, can object to proofs of
claim filed against the Debtor's estate.

On Oct. 19, 2004, the Court confirmed the first amended joint
liquidating plan proposed by the Debtor and the Committee.  The
plan took effect on Nov. 10, 2005.

The Committee, with the assistance of Paul Gunther, the Debtor's
president and sole director, has worked diligently to reconcile
claims filed against the company.  This reconciliation is
necessary before a final distribution can be made to creditors and
the Debtor's case can be closed.  

Grumman Olson Industries, Inc., which derived its operating
revenues primarily from the sale of truck bodies, filed for
chapter 11 protection on December 9, 2002 (Bankr. S.D.N.Y. Case
No. 02-16131). Sanford Philip Rosen, Esq., at Sanford P. Rosen &
Associates, P.C., and James M. Matthews, Esq., at Carl A. Greci,
Esq., represent the Debtor in its restructuring efforts.  Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed $30,022,000 in total
assets and $38,920,000 in total debts.


GRUPO GIGANTE: S&P Puts BB Rating on $250 Million Notes Due 2016
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Grupo Gigante S.A. de C.V.  At the same time,
Standard & Poor's assigned its 'BB' rating to Gigante's $250
million notes due 2016.  The outlook is stable.
     
Proceeds of the proposed bond will be used to refinance the
MXN$2.7 billion outstanding bank credit facility with Banco
Inbursa S.A. due 2015.
      
"The ratings reflect Gigante's relatively high debt leverage, its
fair financial profile, the risks imposed by the increased
competition in most business formats in which Gigante
participates, and the correlation with economic cycles," said
Standard & Poor's credit analyst Raul Marquez.  "Balancing this
position are the steps taken by the company to improve operating
efficiencies and margins and its position as one of the top
players in the highly competitive Mexican supermarket industry."
     
Founded in 1962, Gigante is one of the most recognized supermarket
names in Mexico.  Over the years, Gigante has expanded beyond
Mexico City, buying supermarket chains in large cities such as
Monterrey and Guadalajara, while establishing a widespread
national coverage with stores in more than 85 cities, across all
of the Mexican states.  With an estimated 10% market share,
Gigante owns Mexico's fourth-largest chain of supermarkets in
terms of revenues with a diversity of formats designed to be
attractive to all socioeconomic groups.  It has the second-largest
number of supermarket outlets in Mexico, as well as smaller
retailing operations in the U.S., through Gigante USA, and Central
America, through its joint venture with Office Depot.
     
The stable outlook reflects Standard & Poor's expectation that
Gigante will be able to maintain its business position while the
company's operating improvements continue providing adequate debt
coverage and debt remains at current levels.  The rating is
currently constrained by the challenges the company will face
during 2006 as it continues with its recent pricing strategy and
the implementation of new operational and technological
efficiencies, as well as the effects of the intense competition
from the diverse sector players.  Hence, a positive rating action
is not foreseen in the medium term.  A further deterioration of
the company's financial profile could pressure the ratings
downward.


HAYES LEMMERZ: Poor Performance Cues S&P to Put B+ Rating on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Hayes Lemmerz International Inc. on CreditWatch
with negative implications because of the poor near-term earnings
and cash-flow prospects for the wheel manufacturer amid
challenging conditions in the automotive industry.  

Northville, Michigan-based Hayes has total debt of about $850
million, and it has underfunded employee benefit obligations of
$400 million.
     
Hayes has reported weak results during the past year.  For the
first nine months of its fiscal 2005 ended Jan. 31, 2006, the
company reported:

   * adjusted EBITDA of $164 million;
   * a 17% decline from the prior year's level; and
   * cash flow generation was negative.  

Adjusted EBITDA excludes:

   * asset impairments,
   * discontinued operations, and
   * other special charges.
      
"Industry conditions for automotive suppliers have been tough
because of higher raw material costs, customer market-share
shifts, product mix changes, and pricing pressure," said Standard
& Poor's credit analyst Martin King.  "In addition, liquidity has
become more constrained for auto suppliers as credit ratings have
declined, reducing borrowing availability under asset-based
credit facilities and causing some vendors to tighten credit
terms."
     
Hayes is expected to continue to experience earnings pressures
during 2006 as its two largest customers:

   * Ford Motor Co., and
   * General Motors Corp.,

continue to suffer from market share declines and operating
challenges.

These two companies together account for more than 30% of Hayes'
sales.  Soft demand for light-truck products, which account for a
disproportionate share of Hayes' revenues, could also hurt
earnings.
     
There are also ongoing challenges, such as tough global
competition.  The business is furthermore highly capital
intensive, and auto demand is cyclical.  The company has only
partially been able to compensate for these disadvantages with its
good geographic diversity: About 50% of its revenue and more than
half of its EBITDA come from outside North America.
     
Hayes' balance sheet is highly leveraged, with total debt to
EBITDA of about 4.8x.  Furthermore, its cash-flow protection is
thin, as EBITDA (minus capital expenditures) to interest expense
is about 1.1x.  Adjusted for the company's underfunded benefit
obligations, debt to EBITDA is about 6x.  Although Hayes should
benefit from restructuring actions and new business additions in
the next few years, industry pressures will likely make earnings
growth and debt reduction difficult.  Standard & Poor's had
expected adjusted debt to EBITDA to average about 4x.
     
Standard & Poor's will review Hayes' business prospects to
determine when the company would likely improve its operating
performance.  The ratings could be lowered if it appears credit
protection measures will remain weak for a prolonged period.


INAMED CORP: Closes Merger Deal with Allergan Inc.
--------------------------------------------------
Allergan, Inc. (NYSE:AGN) completed its acquisition of Inamed
Corporation (NASDAQ:IMDC).

The acquisition of Inamed expands Allergan's global position as a
premier specialty pharmaceutical and medical device company in
high-growth markets and creates a world-leading medical aesthetics
franchise, providing a broad, complementary portfolio of
pharmaceutical and medical device products and offerings to
physicians and patients.

As previously reported at the expiration of the exchange offer for
all outstanding Inamed shares on March 17, 2006, more than 90% of
the outstanding Inamed shares had been tendered and were accepted
for exchange.  The acquisition was completed on March 23, 2006,
through a short-form merger of a subsidiary of Allergan with and
into Inamed.

"This is an exciting day for Allergan as we establish another
leadership position in one of the world's fastest growing
markets," David E.I. Pyott, Allergan's Chairman of the Board and
Chief Executive Officer, said.  "The acquisition will help us
better serve the needs of our customers and address the growing
demand among the `baby boomer' generation for safe and effective
products that enhance one's well being and appearance."

"The integration of Inamed's and Allergan's products, the
pipelines, and, most importantly, the people will prove to be a
very powerful and productive asset for our stockholders for many
years to come," added Nicholas Teti, Inamed's former Chairman of
the Board, President and Chief Executive Officer.  "My Inamed
colleagues are proud to be a part of this exciting strategic
enterprise."

                 Final Results of Exchange Offer

Allergan also confirmed the final results of its exchange offer
for all outstanding shares of Inamed common stock.

In the exchange offer, Allergan's wholly owned subsidiary offered
to exchange for each outstanding share of Inamed common stock,
either $84 in cash or 0.8498 of a share of Allergan common stock,
at the election of the holder, subject to proration, so that 45%
of the aggregate Inamed shares tendered will be exchanged for cash
and 55% of the aggregate Inamed shares tendered will be exchanged
for shares of Allergan common stock.

A total of 34,647,820 shares, representing approximately 93.86%,
of Inamed's outstanding common stock, were validly tendered and
acquired pursuant to the exchange offer, including all Inamed
shares delivered after the expiration of the offer to satisfy
guaranteed deliveries.

Of the aggregate Inamed shares validly tendered, approximately
0.18% were tendered subject to cash elections and approximately
99.82% were tendered subject to Allergan common stock elections,
and therefore the stock exchange offer consideration is
oversubscribed.  As a result, stock exchange offer elections will
be prorated so that Inamed stockholders will receive Allergan
common stock for approximately 55.10% of the aggregate Inamed
shares tendered subject to valid stock elections, with cash paid
in respect of fractional shares of Allergan common stock, and the
remaining shares tendered pursuant to valid stock elections will
be exchanged for cash at the $84 per Inamed share exchange offer
price.  On a per Inamed share basis, this proration ratio will
result in each Inamed share tendered pursuant to a valid stock
election being exchanged for approximately 0.46825 of a share of
Allergan common stock and approximately $37.71 in cash.

             Anticipated Effects of the Acquisition

The acquisition is expected to be neutral to Allergan's adjusted
Earnings per Share in 2006 and accretive to adjusted EPS in 2007
and beyond.  

                    100-Day Integration Plan

Allergan is immediately commencing a 100-Day Integration Plan to
facilitate as seamless a transition as possible in combining the
two companies, and to maintain continued excellence in customer
and patient service.  Within this time frame, Allergan plans to
complete the majority of the organizational restructuring for the
combined company.  Allergan has retained the services of Boston
Consulting Group to assist in the integration process.

                      About Allergan, Inc.

Headquartered in Irvine, California, Allergan, Inc. --
http://www.allergan.com/-- is a technology-driven, global  
specialty pharmaceutical and medical device company that develops
and commercializes innovative products for the ophthalmology,
neurosciences, medical dermatology, medical aesthetics and other
specialty markets.  Allergan is dedicated to delivering value to
its customers, satisfying unmet medical needs, and improving
people's lives.

                       About Inamed Corp.

Headquartered in Santa Barbara, California, Inamed Corp. --
http://www.inamed.com/-- provides innovative solutions for the  
breast aesthetics market for more than 25 years through our McGhan
Medical and McGhan International subsidiaries.  In addition, the
Company has provided the same level of high quality products and
services for the facial aesthetics market since 1999 through our
acquisition of Collagen Aesthetics, and through our partnerships
with Biomatrix and Genzyme Biosurgery.  The Company believes that
it has breakthrough technology solutions for obesity intervention
through our BioEnterics subsidiary, which the Company formed in
1991.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services placed its ratings for Inamed
Corp., including 'BB' corporate credit rating, on CreditWatch with
positive implications after specialty pharmaceutical company
Allergan Inc.'s announcement that it was planning to acquire
Inamed for roughly $3.1 billion.


INT'L GALLERIES: Committee Hires Winstead Sechrest as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
the Official Committee of Unsecured Creditors of International
Galleries Inc., permission to employ David W. Elmquist, Esq., and
Winstead Sechrest & Minick P.C., as its counsel.

Winstead Sechrest will:

   a) advise the Committee with respect to the Committee's powers
      and its duties and responsibilities to creditors;

   b) advise the Committee concerning the proposed sale of the
      Debtor's business or its assets;

   c) consult with legal counsel and other representatives of the
      Debtor concerning the chapter 11 case and the administration
      of the Debtor's estate;

   d) interact with and assist other professional that the
      Committee may employ;

   e) prepare for and attend the first meeting of creditors;

   f) review the Debtor's loan documents and advise the Committee
      regarding the validity and enforceability of liens asserted
      against property of the Debtor;

   g) advise the Committee concerning the actions that it might
      take to collect and to recover property for the benefit of
      the Debtor's creditors;

   h) prepare and present on behalf of the Committee all necessary
      and appropriate applications, motions, pleadings, court
      orders, notices, and other documents, and review all
      financial and other reports to be filed in this case;

   i) advise the Committee concerning, and prepare responses to,
      applications, motions, pleadings, notices and other papers
      that may be filed and served in this case;

   j) appear on behalf of the Committee at all hearings in this
      case;

   k) advise the Committee in connection with any suggested or
      proposed plan(s) of reorganization;

   l) advise the Committee in connection with the formulation,
      negotiation and promulgation of alternative plans of
      reorganization if necessary or appropriate; and

   m) perform all other legal services for and on behalf of the
      Committee that may be necessary or appropriate.

Mr. Elmquist disclosed the Firm's professionals bill:

        Professional             Designation          Hourly Rate
        ------------             -----------          -----------
        David W. Elmquist        Shareholder             $450
        Jeff Carruth             Associate               $315
        Linda Kaye Paquette      Paralegal               $150

Mr. Elmquist assures the Court that Winstead Sechrest does not
hold or represent any interest adverse to the Committee or the
Debtor's estate and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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.


JAKE'S GRANITE: Arizona Court Confirms Plan of Reorganization
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona confirmed
Jake's Granite Supplies, L.L.C.'s Plan of Reorganization on
March 1, 2006.

Daniel E. Garrison, Esq., at Gallagher & Kennedy, P.A., in
Phoenix, Arizona, tells the Court that the Debtor has sufficient
cash from the sale of substantially all of its assets to Cemex
Building Materials, L.P., to fully pay all allowed claims.

Mr. Garrison said there's approximately $4,645,000 remaining in
the estate -- net of all remaining cure payments, all claims of
unsecured creditors, and anticipated administrative costs -- plus
the $500,000 Cemex holdback.

Holders of claims entitled to priority pursuant to Section
507(a)(3), (4), (5) or (6) of the Bankruptcy Code will be
paid in cash on the effective date.  If the Debtor elects to
pay those claims over time, the Debtor will pay interest at 7%
annually.  

Holders of secured claims will either be paid in cash or will
receive the collateral securing their claims.  In the event a
secured creditor's collateral is insufficient to fully satisfy a
claim, the deficiency will be treated as an unsecured claim.

Holders of unsecured claims will be paid in cash on the effective
date.  If those claims are paid over time, they will accrue
interest at 7% annually.  

Holders of equity interests will retain their stake in the
Company.

A full-text copy of the Plan of Reorganization is available for
free at:

  http://www.ResearchArchives.com/bin/download?id=060222022212

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
Joseph E. Cotterman, Esq., Gallagher & Kennedy, P.A., represent
the Debtor in their restructuring efforts.  Brian N. Spector,
Esq., at Jennings Strouss & Salmon, PLC, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets of $16,473,500 and
debts of $6,141,198.


JEROME DUNCAN: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
Saul Eisen, Esq., the U.S. Trustee for Region 9, asks the U.S.
Bankruptcy Court for the Eastern District of Michigan, to convert
Jerome Duncan, Inc.'s chapter 11 case to a chapter 7 liquidation.

Mr. Eisen tells the Court that the remaining unencumbered estate
assets consist of:

    * the Debtor's interest in certain foreign car dealerships,

    * various potential chapter 5 causes of action, and

    * potential causes of action against affiliated entities and
      corporate insiders.

The Court approved the sale of substantially all of the
Debtor's assets to Suburban Ford of Sterling Heights L.L.C.
for $14.8 million, free and clear of all liens, claims and
encumbrances.  Details about that transaction appeared in the
Troubled Company Reporter on Feb. 2, 2006.

Mr. Eisen says that since the Debtor's primary assets have been
sold, James H. Harris, at O'Keefe and Associates, the Debtor's
chief restructuring officer, may choose to resign or, at the
Court's behest, be discharged of his responsibilities.  Either
way, Mr. Eisen contends, the chapter 11 case is now at a point
where the Debtor's principals and management may resume making
decisions as to the disposition of the remaining assets and be
responsible once again for compliance with the duties of a debtor
in possession.

Mr. Eisen says the Debtor is faced with the untenable task of
decided whether causes of action should be brought against its
principals, insiders and affiliated entities.  Mr. Eisen says that
there are also potential causes of action against Ford Motor
Credit Company whose debt is guaranteed by some of these
individuals.

Mr. Eisen believes, however, that it would not be appropriate for
the Debtor's principals to take those actions since it exemplifies
"conflict of interest."

Mr. Eisen says there is no practical reason for the case to remain
under chapter 11 since the Debtor's operation will come to an end
shortly.  Mr. Eisen concludes that converting the case to a
chapter 7 liquidation and have an independent trustee investigate
the potential claims and causes of action will be more beneficial
and efficient.

The Court will convene a hearing on Mar. 28, 2006, to consider the
U.S. Trustee's request.

Headquartered in Sterling Heights, Michigan, Jerome Duncan Inc.,
was the largest dealer of automobiles manufactured by Ford Motor
Company in the state of Michigan.  The Debtor employed over 200
individuals in its operations and generated between $300 and $500
million in annual sales.  The company filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Mich. Case No. 05-59728).  
Arnold S. Schafer, Esq., at Schafer and Weiner, PLLC, represents
the Debtor in its restructuring efforts.  Judith Greenstone
Miller, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represents the
Official Committee of Unsecured Creditors.


JOHNSONDIVERSEY HOLDINGS: S&P Puts Low-B Ratings on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
JohnsonDiversey Holdings Inc. and its subsidiary JohnsonDiversey
Inc. on CreditWatch with negative implications.  This includes:

   * the 'B+' corporate credit and senior secured ratings; and
   * the 'B-' senior unsecured ratings.
     
At Dec. 30, 2005, total consolidated debt, including off-balance-
sheet accounts receivable and lease financing, and unfunded
postretirement obligations on a tax-effected basis, was about $2.3
billion.
      
"The CreditWatch listing follows the company's report of weak
fourth-quarter results and indicates the potential for a modest
downgrade," said Standard & Poor's credit analyst Cynthia Werneth.
     
Any earnings shortfall compared with expectations is especially
important in view of the company's high debt leverage and the fact
that it has recently embarked on a major restructuring program.
This program, expected to take two to three years to complete,
will involve:

   * the closure of a significant number of manufacturing and
     other facilities;

   * major workforce reductions; and

   * the potential divestiture of or exit from certain non-core or
     underperforming businesses.

The company is considering for divestiture businesses accounting
for about $500 million or 15% of 2005 net sales.  Management
expects pretax restructuring and other non-recurring cash costs to
be sizable, between $345 million and $370 million, with total
annual savings of approximately $150 million to $175 million
targeted by the end of 2008.
     
Even before the recent earnings report, the financial profile was
expected to be weak during the next two years while cash is
expended and earnings potentially decline meaningfully because of
divestitures before benefits are fully realized.
     
The CreditWatch will be resolved once Standard & Poor's has
reviewed 2005 results and re-examined expectations for 2006 and
beyond.
     
JohnsonDiversey is a leading global manufacturer and marketer of
cleaning and hygiene products and related services for the
institutional and industrial cleaning market.  The company is the
second-largest player in a still-fragmented, approximately $18
billion market.


JOHN LINEK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John Linek, Inc.
        1900 North Austin
        Chicago, Illinois 60639

Bankruptcy Case No.: 06-03021

Chapter 11 Petition Date: March 23, 2006

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Joseph A. Baldi, Esq.
                  Joseph Baldi & Associates, P.C.
                  19 South Lasalle Street, Suite 1500
                  Chicago, Illinois 60603
                  Tel: (312) 726-8150
                  Fax: (312) 332-4629

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
H&H Machinery Movers             Shipper Claim for     $241,000
Ellison, Nelsen Zehe & Antas     Damages
100 West Monroe Street
Chicago, IL 60603

Salem Logistics, Inc.            Shipper Claim for      $86,778
301 North Main Street            Damages
Suite 2600
Winston Salem, NC 27101

CH Robinson Worldwide            Shipper Claim for      $47,614
P.O. Box 3470                    Damages
Chicago, IL 60654

Triple Ell Transportation                               $47,613

NYK Logistics                    Shipper Claims         $28,252

RCT Transportation Services      Damage Claim           $20,757

Harris Bank                      Line of Credit         $19,889

Panama Banana                    Shipper Claims          $5,975

Pacific Creditors Association    Shipper Claims          $4,916

Landstar Ranger                                            $590

B&G Truck Repair & Trailer       Truck Repair           Unknown

California Highway Patrol        Damage Claim           Unknown

Citicapital Commercial Corp.     Equipment              Unknown

Department of Internal Revenue   Truck Fees Claim       Unknown

Dwayne Woodley                   Independent            Unknown
                                 Contractor

Edward Antos                     Independent            Unknown
                                 Contractor

Financial Federal Credit, Inc.   Debt Guaranty          Unknown

General Electric Capital Corp.   Equipment              Unknown

H&J Enterprises                  Shipper Claim          Unknown

Jan Baclawski                    Independent            Unknown
                                 Contractor


KANSAS CITY SOUTHERN: S&P Puts B- Preferred Stock Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings  Services placed its 'B-' ratings on
Kansas City Southern's preferred stock on CreditWatch with
negative implications.  The corporate credit rating is 'BB-'
with a stable outlook.
     
Kansas City Southern announced that it failed to meet a bond
indenture covenant threshold and is therefore restricted from
paying cash dividends on its preferred stock.  The covenant issue
was primarily due to a non-cash charge of $37.8 million incurred
in the third quarter of 2005 to recognize additional costs related
to occupational and personal injury claims.  The company has
called for a shareholder meeting to vote on a proposed amendment
to terms of its 4.25% redeemable cumulative convertible preferred
stock, series C, to allow for the payment of dividends in stock
(the current terms allow only for payment of dividends in cash).

While the company is allowed to pay stock dividends on its 5.125%
cumulative convertible perpetual preferred stock, series D, it
cannot do so unless it can also pay dividends on the series C
preferred stock.  If shareholder approval is granted, and Kansas
City Southern preferred shareholders receive stock dividends of
equal value to what the cash dividend payments would have been,
ratings are likely to be affirmed and removed from CreditWatch.

"Failure to achieve shareholder approval for the change in terms
would likely result in a lowering of the rating to 'C' until the
next dividend payment due date [mid-May] and then 'D' once the
dividend payments are missed." Said Standard & Poor's credit
analyst Lisa Jenkins.
     
Ratings on Kansas City Southern reflect its leveraged capital
structure and challenges associated with the integration of its
recently acquired Mexican subsidiary TFM S.A. de C.V. (recently
renamed Kansas City Southern de Mexico S.A. de C.V. -- KCSM),
offset to some extent by the favorable characteristics of the U.S.
freight railroad industry and the company's strategically located
rail network.  Ratings incorporate an expectation that credit
protection measures will improve at Kansas City Southern over the
next two years as a result of benefits from the integration of
KCSM and from continuing healthy market fundamentals.

Kansas City Southern recently delayed the filing of its 2005 10-K.
The company's debt to capital (adjusted for operating leases) is
currently estimated to be in the mid-50% area.  Adjusted funds
from operations to debt (including only a partial year of the
consolidation of KCSM) is estimated to be below 10%.


KING PHARMA: $400 Mil. Note Offering Cues Moody's to Hold Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of King
Pharmaceuticals, Inc., including the Ba3 Corporate Family Rating,
Ba2 senior secured revolver due 2007, and Ba3 senior unsecured
guaranteed convertible debentures due 2021.  Following the rating
action, the rating outlook remains negative.

The rating action follows the company's announcement that it has
commenced a private offering for $400 million of convertible notes
due 2026.  Moody's has not assigned a rating to these notes.

The affirmation of King's Ba3 Corporate Family Rating reflects
several key factors outlined in Moody's Global Pharmaceutical
Rating Methodology.  King reported $525 million of cash and short
term investments as of Dec. 31, 2005, and reported 2005 cash flow
from operations of $520 million.  King's cash coverage of debt and
CFO/Debt both map to the "Aaa" category.  However, product
concentration risk is relatively high, and King faces high
exposure to patent expirations and patent challenges.

Moody's acknowledges several developments that positively affect
King's credit profile, including:

   (1) good cash flow from operations and free cash flow in 2005;

   (2) resolution as of December 31, 2005 of Section 404B
       material weaknesses in internal financial controls present
       as of Dec. 31, 2004;

   (3) the settlement agreement reached in October 2005 to
       resolve various outstanding governmental investigations
       including the Department of Justice; and

   (4) the recently proposed settlement of Altace patent
       litigation with Cobalt Pharmaceuticals, Inc.

In addition, Moody's believes that the issuance of new convertible
debentures helps mitigate the refinancing risk associated with the
Nov. 15, 2006 put date of King's existing $345 million convertible
notes.

Despite the positive developments, the rating outlook remains
negative, primarily because of Moody's concerns about:

   (1) the long term sustainability of King's cash flow; and

   (2) the uncertain success of King's long term growth strategy.

To offset the potentially significant loss of revenues that could
occur over the next several years, Moody's believes that King will
most likely conduct business development activity to seek long
term growth.  However, the valuations for acquisitions and in-
licensing deals in the pharmaceutical sector have been relatively
high recently.

In addition, consolidation within the specialty pharmaceutical
market is accelerating, and Moody's believes that King's role in
this activity remains unclear.  The ratings could be downgraded if
any of King's major products, such as Altace or Skelaxin, face
rapid erosion because of generic competition, or if King makes
large cash-financed acquisitions.  To evaluate these scenarios,
Moody's would consider the key factors in our rating methodology,
which include a combination of credit ratios as well as ratios to
assess operating risk.

Although upward pressure appears limited over the short term,
King's ratings over the long term will depend on its ability to
prepare for the eventual loss of Altace revenue by developing or
acquiring pharmaceutical products to fill out its product
portfolio.  To consider a ratings upgrade, Moody's would expect
reduced product concentration, greater cash flow sustainability,
and clear financial targets.

Ratings affirmed:

   * Ba3 Corporate Family Rating

   * Ba2 senior secured revolving credit facility of
     $400 million due 2007

   * Ba3 senior unsecured guaranteed convertible debentures of
     $345 million due 2021

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
manufactures, markets, and sells primarily acquired branded
prescription pharmaceutical products.  The company reported
revenues of approximately $1.8 billion in 2005.


KNOLL INC: Dec. 31 Balance Sheet Shows $37.7 Mil. Positive Equity
-----------------------------------------------------------------
Knoll Inc. delivered its financial results for the year ended
Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 16, 2006.

Knoll reported $35,909,000 of net income on $807,960,000 of sales
for the year ended Dec. 31, 2005.  At Dec. 31, 2005, the company's
balance sheet showed $582,546,000 in total assets, $544,830,000 in
total liabilities, and $37,716,000 in positive stockholders'
equity.

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

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
designs and manufactures branded office furniture products and
textiles, serves clients worldwide.

At Dec. 31, 2005, the company's balance sheet showed $37,716,000
in positive stockholders' equity compared to a $21,345,000
stockholders' equity deficit at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its '3' recovery rating to Knoll Inc.'s proposed $450 million
senior secured credit facilities, indicating that lenders can
expect meaningful recovery of principal in the event of payment
default.  These ratings are based on preliminary offering
statements and are subject to review upon final documentation.

In addition, Moody's Investors Service assigned a Ba3 rating to
the Company's $450 million senior secured credit facility, which
is comprised of a revolver and a term loan.  At the same time,
Moody's affirmed Knoll's corporate family rating at Ba3.  Moody's
said the ratings outlook is stable.  Moody's said it would
withdraw its ratings on Knoll's $425 million senior secured term
loan and $75 million revolver upon the closing of the new secured
credit facility.


LB-UBS TRUST: Moody's Holds Junked $3 Mil. Class S Cert. Rating
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 12 classes and
affirmed the ratings of nine classes of LB-UBS Commercial Mortgage
Trust 2002-C1, Commercial Mortgage Pass-Through Certificates,
Series 2002- C1:

   * Class A-1, $18,308,187, Fixed, affirmed at Aaa
   * Class A-2, $176,000,000, Fixed, affirmed at Aaa
   * Class A-3, $242,000,000, Fixed, affirmed at Aaa
   * Class A-4, $457,847,000, Fixed, affirmed at Aaa
   * Class X-CL, Notional, affirmed at Aaa
   * Class X-CP, Notional, affirmed at Aaa
   * Class B, $48,162,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $18,643,000, Fixed, upgraded to Aaa from Aa3
   * Class D, $10,875,000, Fixed, upgraded to Aaa from A1
   * Class E, $18,643,000, Fixed, upgraded to Aaa from A2
   * Class F, $24,857,000, Fixed, upgraded to Aa1 from A3
   * Class G, $20,197,000, Fixed, upgraded to Aa3 from Baa1
   * Class H, $18,643,000, Fixed, upgraded to A3 from Baa2
   * Class J, $17,089,000, Fixed, upgraded to Baa1 from Baa3
   * Class K, $12,429,000, Fixed, upgraded to Baa3 from Ba1
   * Class L, $13,982,000, Fixed, upgraded to Ba1 from Ba2
   * Class M, $6,214,000, Fixed, upgraded to Ba2 from Ba3
   * Class N, $6,215,000, Fixed, upgraded to Ba3 from B1
   * Class P, $6,214,000, Fixed, affirmed at B2
   * Class Q, $4,661,000, Fixed, affirmed at B3
   * Class S, $3,107,000, Fixed, affirmed at Caa2

As of the March 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 8.2% to
$1.1 billion from $1.2 billion at securitization.  The
Certificates are collateralized by 140 loans, ranging in size from
less than 1.0% to 13.7% of the pool, with the top ten loans
representing 40.3% of the pool.  The pool includes four shadow
rated investment grade loans, which comprise 28.2% of the pool.
Twenty loans, representing 22.9% of the pool, have defeased and
are collateralized by U.S. Government securities.  The defeased
loans include three of the top 10 loans in the pool -- Tanamera
Apartments, 260 11th Avenue and 235 Second Avenue.

Four loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $352,000.  Two loans,
representing 1.0% of the pool, are in special servicing.  Moody's
has estimated aggregate losses of $2.0 million for the specially
serviced loans.  Thirty-three loans, representing 21.8% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
99.6% of the performing loans, excluding the defeased loans, and
partial year 2005 operating results for 96.4% of the pool. Moody's
weighted average loan to value ratio for the conduit component is
86.1%, compared to 89.2% at securitization.  Moody's upgrade is
due to a large percentage of defeased loans, improved overall pool
performance and increased credit support.

The largest shadow rated loan is the Fashion Valley Mall Loan,
which represents the senior portion of a $190.7 million mortgage
loan.  The loan is secured by a 1.7 million square foot super-
regional mall located in San Diego, California.  The mall is a
dominant mall in its market.  It is anchored by Neiman Marcus,
Nordstrom, Saks, Macy's, Robinsons-May and J.C. Penney.  Mall shop
occupancy was 97.4% as of December 2005, essentially the same as
at securitization.  Comparable mall shop tenant sales were $771
per square foot in calendar year 2005, compared to $560 per square
foot at securitization.  The loan sponsors are Simon Property
Group and Prime Property Fund.  Moody's current shadow rating is
Aaa, compared to Aa2 at securitization.

The second largest shadow rated loan is the 400 Atlantic Street
Loan, which represents the senior portion of a $112.0 million
mortgage loan.  The loan is secured by a 500,000 square foot Class
A office building located in Stamford, Connecticut.  The property
is 91.6% leased, compared to 100.0% at securitization. The largest
tenant is American Express which occupies only a portion of its
space and has subleased the majority of the unoccupied space to
UBS at a significantly reduced rate.  American Express has a lease
termination option in September 2008 with the payment of an $8.5
million termination fee. International Paper Company is the second
largest tenant and has indicated that it will be vacating the
building during the 3rd Quarter of 2006.  The Stamford Class A
office market vacancy is currently in excess of 17.0%. Moody's
current shadow rating is A3, compared to A2 at securitization.

The third shadow rated loan is the U-Haul Portfolio Loan, which
consists of four cross collateralized loans secured by 37 self
storage facilities located in 20 states.  The portfolio includes
16,500 units.  Performance has been stable since securitization.
Moody's current shadow rating is Baa1, the same as at
securitization.

The fourth shadow rated loan is the Westfield Portfolio Loan,
which represents the subordinate portion of a $122.7 million
mortgage loan.  The loan is secured by two shopping centers
located in California.  Downtown Plaza is a 1.2 million square
foot mixed use project located in downtown Sacramento.  The center
consists of 900,000 of retail space and three office buildings
totaling 283,000 square feet.  Occupancy has declined to 87.9%
from 97.5% at securitization.  Eastland Center is an 870,000
square foot retail center located in West Covina.  The property is
99.2% occupied, essentially the same as at securitization.  The
financial performance of the portfolio has declined since
securitization due to increased vacancy at Downtown Plaza.  
Moody's current shadow rating is Baa3, compared to Baa2 at
securitization.

The top three conduit exposures represent 7.7% of the pool.  The
largest conduit exposure is the First Bank and Trust Center Loan,
which is secured by 455,000 square foot Class A office building
located in Metairie, Louisiana.  The property suffered wind and
water damage from Hurricane Katrina, but most of the damage has
been repaired.  The property is 94.0% occupied, essentially the
same as at securitization.  Performance has declined since
securitization due to property damage caused by Hurricane Katrina.  
Moody's LTV is 87.1%, compared to 77.2% at securitization.

The second largest conduit exposure is the Adler Industrial
Portfolio, which consists of nine cross collateralized loans
secured by 16 industrial/flex properties located in four cities in
Florida.  The portfolio totals 759,000 square feet and is 92.2%
occupied, essentially the same as at securitization. Moody's LTV
is 87.4%, compared to 92.8% at securitization.

The third largest conduit exposure is the Metro Park North Loan,
which is secured by an 189,000 square office building located in
Rockville, Maryland.  The property is 100.0% leased, the same as
at securitization.  Moody's LTV is 85.8%, compared to 96.8% at
securitization.

The pool's collateral is a mix of retail, U.S. Government
securities, office, multifamily and industrial and self storage.
The collateral properties are located in 33 states and Washington,
D.C.  The highest state concentrations are California, Texas,
Connecticut, Florida, and Louisiana.  All of the loans are fixed
rate.


LIBERTY GLOBAL: Selling French Cable Unit for EUR1.25 Billion
-------------------------------------------------------------
Liberty Global, Inc., entered into a non-binding letter of intent
with Altice and Cinven for the sale of 100% of its French cable
business, UPC France SA through its subsidiary UPC Broadband
France SAS.  

Liberty Global will sell UPC France for approximately EUR1.25
billion in cash, assuming zero net debt at closing.  No other
purchase price adjustments are envisioned.

The sale price represents a multiple of approximately 11.4 times
UPC France's 2005 operating cash flow, as customarily defined by
Liberty Global, except that corporate overhead allocations have
been excluded.  Among other things, the transaction is subject to
negotiation of definitive documents, completion of due diligence
and financing, all of which are expected to be completed in Q2
2006.  Following signing of the definitive documents, closing will
be subject to the receipt of necessary regulatory approvals.

Mike Fries, President and Chief Executive Officer of Liberty
Global said: "With this transaction, we are realizing an excellent
return on our investment in France over the last several years.
Just as importantly, we are taking a significant step in the
continued rebalancing of our operating businesses.  Together with
the sale of our Norwegian asset, we are exiting sub-scale markets
tax-efficiently and at attractive prices, with the intention of
refocusing that capital on existing or new markets that offer
greater long-term growth and stability.  This transaction should
be viewed as a compelling validation of our M&A and operating
strategies in Europe and is reflective of the value we're creating
for shareholders in our core broadband businesses around the
world."

                        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.  S&P said the outlook is stable.


LORBER INDUSTRIES: Taps Elgort Textile as Liquidator
----------------------------------------------------
Lorber Industries of California asks the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, for
permission to employ Elgort Textile Associates, Inc., as its
liquidator of surplus machinery and equipment.

Elgort Textile will:

    a. provide the Debtor with a detailed inventory of all assets
       to be liquidated with lot numbers;

    b. provide the asking price, high price and low price for each
       item; and

    c. collect all monies from the sale before release of any
       items from the Debtor's premises.

Alan Elgort, president of Elgort Textile, tells the Court that his
firm will receive a 7.5% commission from the proceeds of the sale.

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

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 No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  The Debtor's
schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


LUCENT TECH: In Talks Over Possible Alcatel Merger
--------------------------------------------------
Lucent Technologies Inc. disclosed Thursday that it is exploring a
possible "merger of equals" with French telecommunications network
provider, Alcatel SA.

The Wall Street Journal reports that combining Lucent and Alcatel
would create a $33 billion trans-Atlantic equipment supplier.  
Merging with Lucent would reinforce Alcatel's position as the
world's leading DSL equipment supplier by giving the French
company broader access to the U.S. wireless-equipment market.  
Lucent's customer base includes communications service providers
and enterprises.

A "merger of equals" is important for Lucent, Dennis Berman, Sara
Silver and Almar Latour at the Journal suggest, recalling that
Lucent turned its back on a $23.5 billion merger deal with Alcatel
four years ago over issues of how much control Alcatel would have
in the merged company.

                          About Alcatel

Alcatel -- http://www.alcatel.com/-- provides communications  
solutions to telecommunication carriers, Internet service
providers and enterprises for delivery of voice, data and video
applications to their customers or employees.  Alcatel brings its
leading position in fixed and mobile broadband networks,
applications and services, to help its partners and customers
build a user-centric broadband world.  With sales of EURO 13.1
billion and 58,000 employees in 2005, Alcatel operates in more
than 130 countries.

                           About Lucent

Headquartered in Murray Hill, New Jersey, Lucent Technologies --
http://www.lucent.com/-- designs and delivers the systems,  
services and software that drive next-generation communications
networks.  Backed by Bell Labs research and development, Lucent
uses its strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.

Lucent Tech's 8% Convertible Subordinated Debentures due 2031
carry Moody's Investors Service's B3 rating and Standard & Poor's
CCC+ rating.


MACREPORT.NET: Auditors Express Going Concern Doubt
---------------------------------------------------
Holtz Rubenstein Reminick LLP expressed substantial doubt about
The Macreport.net, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the years
ended November 30, 2005 and 2004.  The auditing firm says that the
Company's ability to continue in the normal course of business is
dependent upon its ability to generate revenue and raise capital
through the issuance of equity or debt securities.

Management says that it intends to increase sales and profit
margin to generate income and positive cash flow in the hopes of
reducing its dependence on the issuance of equity or debt
securities to fund its working capital needs.

                       2005 Financials

For the 12 months ended Nov. 30, 2005, Macreport.net incurred a
$1,831,265 net loss on $1,639,027 of total revenues.  For the
12 months ended Nov. 30, 2004, the Company incurred a $1,244,997
net loss on $2,122,069 of total revenues.  

At Nov. 30, 2005, Macreport.net's balance sheet showed $3,061,838
in total assets and $2,147,093 in total liabilities.  The
Company's balance shows a $3,768,198 accumulated deficit at
Nov. 30, 2005.

A full-text copy of Macreport.net's latest annual report is
available for free at http://ResearchArchives.com/t/s?6ec

Headquartered in Melville, New York, The Macreport.net, Inc. --
http://www.macreport.net/-- is an information and media company  
that provides a Web-based forum for public and private issuers to
communicate corporate audio news content to the business,
financial and investing community through its Web site.  Through
content partnerships, the Company also provides Web-based
financial information to professionals who need quick access to
reliable corporate, industry and market intelligence.


MANITOWOC CO: S&P Raises Corporate Credit Rating to BB from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
diversified equipment manufacturer The Manitowoc Co. Inc.,
including the corporate credit rating on the company, which rose
to 'BB' from 'BB-'.
      
"The upgrade reflects the improvement in the company's operating
performance and the expectations for continued reduction in
leverage," said Standard & Poor's credit analyst John Sico.
"Further improved prospects in performance, especially in the
crane segment, are factored into the current ratings and outlook."
     
The outlook is stable.
     
The Manitowoc, Wisconsin-based company is a diversified equipment
manufacturer with market-leading positions serving the:

   * crane,
   * food-service, and
   * shipbuilding markets.

The company had more than $2 billion in sales and more than $500
million in debt outstanding in 2005.
     
The ratings on Manitowoc reflect its diversified and leading
global positions in several segments, including the cyclical
construction and industrial end markets, as well as the more
stable food-service market.  However, the ratings also reflect the
company's somewhat aggressive financial profile.
     
Manitowoc manufactures equipment in three distinct segments --
cranes, food-service equipment, and midsize ships -- in which it
holds broad, market-leading positions.  The company also maintains
good customer, product, and geographic diversity and oversees low-
cost and efficient global manufacturing operations.
     
The crane business, which accounts for more than two-thirds of
company revenues, has seen a gradual improvement in operations,
and it is expected to continue expanding, as construction spending
generally lags the improving economy.  Before the recent rebound,
the construction equipment sector had been particularly affected
by the severe decline in nonresidential construction spending that
started in 2001, a downturn in which cranes were affected more
than other construction equipment.  The crane operation's sales
and earnings improved in 2004 and 2005, and the heavy-duty/high-
capacity crawler crane market in North America is rebounding.  The
segment's backlog is up significantly from last year, and the
outlook for this business is that there will continue to be
gradual improvement in 2006.  Despite higher raw material costs,
operating income margins in the crane segment rose to 7.1% in
2005, an increase from 4.6% in the prior year.
     
The food-service segment accounts for about 20% of sales and
contributes a higher proportion of operating earnings.  Operating
margins in the segment were steady at about 14% in 2005, though
somewhat lower than in the previous year because of higher raw
material prices.  This segment is more focused on the replacement
and renovation market than on sales to new locations.
     
Performance in the marine business, which accounts for about 10%
of sales, has been disappointing because of the run-up in raw
material prices and labor costs for certain contracts.


MBA BANCO: Moody's Junks Long-Term Foreign-Currency Deposit Rating
------------------------------------------------------------------
Moody's Investors Service assigned these first-time ratings to
MBA Banco de Inversiones S.A.:

   * a bank financial strength rating of E, with a positive
     outlook;

   * long- and short-term global local-currency deposit ratings
     of B2 and Not Prime; and

   * long- and short-term global foreign-currency deposit ratings
     of Caa1 and Not Prime.

All ratings have stable outlooks.  Moody's also assigned MBA a
national scale rating for foreign currency deposits of Ba1.ar,
which carries a stable outlook.

In addition, Moody's upgraded the national scale rating for local
currency deposits to A1.ar from A2.ar.

Moody's explained that the positive outlook on the bank's
financial strength is based on the relatively good capitalization
and improvements in MBA's earnings profile in recent years.  The
bank's important investment banking franchise and the expertise of
its management team have benefited operations in MBA's core
businesses of corporate finance, asset management, and proprietary
trading.  The bank's operations in Argentina also include
brokerage houses and private equity.

MBA is the principal business of its shareholders, and therefore
Moody's believes they would be forthcoming in providing liquidity
and capital assistance were the bank to face stress.  Moreover,
the bank's conservative risk-management policies help shield it
from potential risks.  However, given the investment banking
nature of the bank's operations, Moody's does not assign a high
probability of regulatory support to MBA's local-currency
deposits, in case of systemic risk.

Nevertheless, the inherent volatility of MBA's balance sheet and
earnings, as well as existing uncertainties in the legal and
operating Argentine environment, still constrain the ratings.  The
rating agency also explained that the global and national scale
foreign-currency deposit ratings of the bank reflect both the
foreign-currency transferability and convertibility risks.

National scale ratings for Argentine banks, which carry the
identifier of ".ar", rank the likelihood of credit loss on local
and foreign currency obligations of issuers in a particular
country relative to other domestic issuers.  The national scale
ratings are intended for domestic use only and are not globally
comparable.  Moody's national scale ratings are not opinions on
absolute default risks; therefore, in countries with overall low
credit quality, even highly rated credits on the national scale
may be susceptible to default.

MBA Banco de Inversiones is a leading investment bank based in
Buenos Aires, Argentina, where it has operated since 1981 in
various associations with major international investment houses.
In December 2005, the bank had assets worth Ar$300.6 million and
deposits up to Ar$89.3 million.

These ratings were assigned:

   * Long-Term Global Local-Currency Deposits:
        B2 -- Stable outlook

   * Short-Term Global Local-Currency Deposits:
        Not Prime -- Stable outlook

   * Bank Financial Strength Rating: E -- Positive Outlook

   * Long-Term Foreign Currency Deposits: Caa1 -- Stable outlook

   * Short -Term Foreign Currency Deposits:
        Not Prime -- Stable outlook

   * National Scale Rating for Foreign Currency Deposits:
        Ba1.ar -- Stable outlook

This rating was upgraded:

   * National Scale Rating for Local Currency Deposits:
        A1.ar - Stable outlook


MCCANN INC: Plan Confirmation Hearing Set for April 27
------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved the Disclosure Statement
explaining the Plan of Liquidation of McCann, Inc., on March 21,
2006, proposed by Lee E. Buchwald, who serves as the Chapter 11
Trustee..

The Court determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind of
information -- required under Section 1125 of the Bankruptcy Code.  
With a Court-approved Disclosure Statement in hand, Mr. Buchwald
can now ask creditors to vote to accept his plan for liquidating
the debtor.   

The Bankruptcy Court will convene a hearing at 10:00 a.m. on
Apr. 27, 2006, to consider confirmation of the Debtor's Plan.  
Objections to the confirmation of the Plan must be filed with the
Clerk of the Bankruptcy Court by April 21, 2006.  Copies of the
objection must be furnished to:

       Counsel to the Chapter 11 Trustee:    

       Todtman, Nachamie, Spizz & Johns, PC
       Attn: Scott S. Markowitz, Esq.
       425 Park Avenue
       New York, New York 10022

               - and -

       The United States Trustees:

       Office of the U.S. Trustee  
       Attn: Greg Zipes, Esq.
       Southern District of New York
       33 Whitehall Street, 21st Floor
       New York, New York 10004,

As reported in the Troubled Company Reporter on Feb. 9, 2006, the
Chapter 11 Trustee proposes to fund payments due under the Plan
from the proceeds of the liquidation of all of the Debtor's
assets, the collection of accounts receivable and the proceeds of
settlement proceedings and contested matters.

                    Treatment of Claims

Holders of allowed administrative claims will be paid in full on
the later to occur of the effective date of the Plan or the date
the order allowing the administrative claim becomes final.  The
Trustee estimates administrative claim payments will approximate
$550,000, exclusive of the $490,000 previously awarded by the
Bankruptcy Court to professionals.  Administrative claim holders
must file requests for payment within 45 days after confirmation
of the Plan.

Priority tax claims will be paid in full on the earlier of
effective date of the Plan or the date the claim becomes an
allowed Priority Tax Claim.  Priority tax claims consist of the
claims of:

    -- the Connecticut Department of Revenue for $90,000;

    -- the New York State Department of Taxation and Finance for
       $4,000; and

    -- the City of New York Department of Finance for $23,701.

The Internal Revenue Service has issued a notice of deficiency
asserting a claim of $18,752 for tax year 2003.  However, the IRS
has not filed a proof of claim.

The $99,000 claim of the Debtor's landlord for rent will be paid
in full on the effective date of the Plan.

Priority claims asserted by the Debtor's Union Pension and Welfare
Funds, totaling $5,053, will be paid in full on the effective date
of the Plan.

Each holder of a General Unsecured Claim will receive a pro rata
share of any cash remaining after all other claims are paid in
full.  The Trustee will pay unsecured creditors on the later of 30
days after the effective date of the Plan; or within 15 days after
their claims are recognized as allowed unsecured claims.

The Trustee estimates that the Debtor's estate will have from
$1.5 million to $1.6 million in excess cash available to settle
approximately $47 million of general unsecured claims.  This would
result in recoveries of approximately 3.3% for unsecured claim
holders.

Equity holders will get nothing under the Plan.

The Reorganized Debtor will be dissolved upon completion of all
distributions contemplated under the Plan.

A copy of Mr. Buchwald's 45-page Disclosure Statement is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=060208023554

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  On April 15, 2004, a group
of creditors filed an involuntary Chapter 7 petition against
McCann, Inc.  On June 23, 2004, the Debtor exercised its right
under Sec. 706(a) of the Bankruptcy Code to convert its bankruptcy
case to a Chapter 11 case, and an order for relief was entered on
June 25, 2004 (Bankr. S.D.N.Y. Case No. 04-12596).  On July 22,
2004, the court appointed Lee E. Buchwald to serve as Chapter 11
Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq., at Todtman,
Nachamie, Spizz & Johns, P.C., as his counsel.  Clifford A. Katz,
Esq., at Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow,
LLP, represents the Debtor in its restructuring efforts.


MEDICALCV INC: Negative Cash Flows Prompt Going Concern Doubt
-------------------------------------------------------------
MedicalCV, Inc., reported its financial results for the quarter
ended Jan. 31, 2006, to the Securities and Exchange Commission on
March 20, 2006.

For the three months ended Jan. 31, 2006, MedicalCV incurred a
$7,589,765 net loss from a $1,864,686 net loss for the three
months ended Jan. 31, 2005.

Sales and marketing expenses in the quarter ended Jan. 31, 2006,
were $295,742 compared to $97,568 in the quarter ended Jan. 31,
2005.  For the quarter ended Jan. 31, 2006, the Company reported
$12,602,096 of cash and cash equivalents from $97,568 for the same
period in 2005.

MedicalCV did not report any revenues in its latest quarterly
report.  The Company says that it has discontinued sales of its
heart valve and is focusing all of its resources on the
development and introduction of its AtriLaze Surgical Ablation
System.  

At Jan. 31, 2006, MedicalCV's balance sheet showed $14,031,248 in
total assets and $3,682,457 in total liabilities.  As of Jan. 31,
2006, the Company reported a $44,628,003 accumulated deficit.  The
Company also reported a $10,348,791 positive equity at Jan. 31,
2006, from a $18,911,983 equity deficit at April 30, 2005.

                     Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
MedicalCV Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the years ended
April 30, 2005 and 2004.  The auditing firm pointed to MedicalCV's
losses, negative cash flows from operations and difficulty in
obtaining additional funds to finance its working capital and
capital expenditure needs.

MedicalCV says that although it raised funds through the sale of
convertible preferred stock in the last quarter of 2005 and the
exercise of warrants to purchase common shares in the third
quarter of 2006, the Company anticipates that development of its
new products will require additional capital by the first quarter
of fiscal year 2008.

MedicalCV is planning to seek additional debt or equity financing
as it continues development of new products.  However, the Company
may not be able to obtain financing on acceptable terms or at all.  

"If the Company is unable to obtain additional financing, it will
be required to significantly revise its business plans and
drastically reduce operating expenditures that it may not be able
to develop its products, gain market share or respond to
competitive pressures or unanticipated requirements which could
seriously harm its business, financial position and results of
operations, " management says in its latest quarterly report.

A full-text copy of MedicalCV's latest quarterly report is
available for free at http://ResearchArchives.com/t/s?6eb

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
-- http://www.medicalcvinc.com/-- is a cardiothoracic surgery  
device manufacturer.  Previously, its primary focus was on heart
valve disease.  It developed and marketed mechanical heart valves
known as the Omnicarbon 3000 and 4000.  In November 2004, after an
exhaustive evaluation of the business, MedicalCV decided to
explore options for exiting the mechanical valve business.  The
Company intends to direct its resources to the development and
introduction of products targeting treatment of atrial
fibrillation.


MGM MIRAGE: S&P Assigns BB Rating to $750 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
MGM MIRAGE's:

   * $500 million 6.75% senior notes due April 1, 2013; and
   * $250 million 6.875% senior notes due April 1, 2016.  

Proceeds from the offerings will be used to repay amounts
outstanding under the company's revolving credit facility that
were incurred to fund the acquisition of Mandalay Resort Group
in April 2005.  
     
At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas-based gaming company, including its 'BB' corporate
credit rating.  The outlook is stable.  Consolidated debt
outstanding at Dec. 31, 2005, was about $12.3 billion.
     
Standard & Poor's expects MGM's:

   * quality assets,
   * leadership position,
   * positive market momentum, and
   * good operating track record

to enable continued cash flow growth over the intermediate term.

However, the company's aggressive financial policy is expected to
result in debt leverage remaining at a high level for the rating
during this period.


NS REPACK: S&P Downgrades $94 Million Notes' Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on NS
Repack Ltd., a single-issue synthetic ABS transaction, to 'B' from
'B+' and affirmed its ratings on three CMBS securities after the
March 23, 2006, lowering and subsequent withdrawal of
the ratings on Royal Indemnity Co.
     
The lowered rating on the NS Repack transaction reflects the
possibility that claims will be filed given the deterioration of
the credit quality of the underlying collateral, as well as some
uncertainty that full and timely payment of claims will be made.
     
Standard & Poor's indicated in a June 13, 2005 press release ("NS
Repack Ltd. Rating Lowered, Off Watch Negative; Tie To Royal
Indemnity Co. Cited") that Royal had decided not to participate in
Standard & Poor's revised financial enhancement rating analysis.
Consequently, Standard & Poor's was unable to assess Royal's
willingness to make immediate and uncontested payments under the
policy.  In the absence of a financial enhancement rating
analysis, Standard & Poor's analyzed the actual insurance and
reinsurance policies issued in connection with the NS Repack
transaction and gained comfort from the strength of the policy
language contained therein.
     
The 'BB' corporate credit and financial strength ratings assigned
to Royal (prior to their withdrawal), as well as the type of
policy (debt service insurance) supporting the transaction, were
also taken into consideration before lowering the rating on NS
Repack Ltd. to 'B'.
     
The CMBS affirmations follow an examination of the value of the
real estate collateral underlying each transaction.  The ratings
on these transactions and NS Repack Ltd. were lowered on various
dates in 2005 to resolve CreditWatch placements that followed
discussions with Royal management regarding its obligations under
residual value insurance policies (RVI) due to its lack of a
financial enhancement rating.  The CreditWatch placements were
resolved after examining the value of the underlying collateral in
each transaction.
     
The valuation of the underlying collateral in each transaction
continues to support the ratings assigned to the CMBS
transactions.  While Royal is no longer publicly rated, the
balloon risk continues to be mitigated by the RVI policy.
     
Standard & Poor's expects to be able to maintain a non-public
credit opinion on Royal for the foreseeable future as a natural
extension of the surveillance it will perform for the purposes of
the Royal & Sun Alliance Insurance PLC group rating.
     
Details concerning each CMBS transaction are:
     
   -- In the CVS Credit Lease Pass Through Certificates
      transaction, Royal reinsures a RVI provided by Financial
      Structures Ltd.  The RVI provider is obligated to pay the
      balloon balance of the class A2 certificate at maturity in
      the event the borrower fails to do so.
     
   -- The Short Term Asset Receivables Trust certificates are
      collateralized by two credit lease loans that are secured by
      the assignment of a lessor's interest in triple net bondable
      leases guaranteed by Beckman Coulter Inc. (BBB/Negative/NR)
      on two research and development complexes.  The loans each
      have balloon balances ($53.2 million in the aggregate) that
      are guaranteed under an RVI policy by Financial Structures
      Ltd., which is in turn guaranteed by Royal.
     
   -- The North First Credit Lease Trust certificates are
      collateralized by a first mortgage and assignment of
      ase encumbering the Lincoln Technology Center in
      San Jose, California.  The property, which consists of
      four, class A office/R&D buildings, is leased to Sun
      Microsystems Inc. (BB+/Stable/A-3) under a triple net lease.  
      The mortgage loan has a balloon balance of $40 million at
      maturity, which is insured by an RVI policy provided by
      Financial Structures Ltd. and reinsured by Royal.
    
Rating lowered:
   
     NS Repack Ltd. $94 million notes

                             Rating

                    Class    To          From
                    -----    --          ----
                    Notes    B           B+
     
Ratings affirmed:
   
     CVS Credit Lease Pass Through Certificates

                    Class             Rating
                    -----             ------
                    A2                B+
     
     Short Term Asset Receivables Trust Net Lease Pass-Through
     Certificates Series BC 2000A

                    Class              Rating
                    -----              ------
                    Certs.             BB
     
     North First Credit Lease Trust 2001-CTL1 Credit Lease-Backed
     Pass-Through Certificates

                    Class              Rating
                    -----              ------
                    Certs.             B


O-CEDAR HOLDINGS: Chapter 7 Trustee Taps RSI as Collection Agent
----------------------------------------------------------------
Jeoffrey L. Burtch, the chapter 7 Trustee overseeing the
liquidation of O-Cedar Holdings, Inc. and its debtor-affiliates'
estates, asks the U.S. Bankruptcy for the District of Delaware for
permission to employ Recovery Services Inc., as his collection
agent, nunc pro tunc to Feb. 15, 2006.

Mr. Burtch tells the Court that he has obtained default judgments
in eleven adversary proceedings.  Mr. Burtch wants RSI to assist
him in collecting on those default judgments as well as other
judgments entered in adversary proceedings where collection
services are needed.

Larry Waslow, Secretary & Treasurer of RSI, tells the Court that
the firm will receive 30% of each judgment recovery received by
the trustee.

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

Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use.  The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667).  Curtis A. Hehn, Esq., at Pachulski Stang Ziehl Young &
Jones, represents the Debtor.  Bradford J. Sandler, Esq.,
represents the Official Committee of Unsecured Creditors.  When
the Company filed for protection from its creditors, it listed
over $50 million in both assets and debts.  On May 26, 2004, the
cases were converted to chapter 7 and Jeoffrey L. Burtch was
appointed trustee.


O'SULLIVAN IND: Panel Hires Chanin as Advisor on Final Basis
------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 16, 2005,
Felicia S. Turner, the U.S. Trustee for Region 21, asked the Court
to strike its order authorizing the Official Committee of
Unsecured Creditors of the Debtors to retain Chanin Capital
Partners, LLC, as financial advisor.

The U.S. Trustee suggested that Chanin could seek compensation by
application for any fees during the fee-tail period provided that
the application state with particularity the:

   -- the services Chanin provided to commencement of the fee-
      tail period, which resulted in a definitive agreement after
      the fee-tail period commenced; and

   -- the benefit that was conferred on the Debtors' estates by
      the services.

                        Committee Responded

On behalf of the Creditors Committee, Michael H. Goldstein, Esq.,
at Stutman, Treister & Glatt, P.C., in Los Angeles, California,
asserted that the terms of Chanin's Engagement Letter are fair and
comparable to market rates.  According to Mr. Goldstein, because
Chanin's compensation and indemnification provisions reflect
market standards, the proposed engagement of Chanin by the
Creditors Committee is reasonable and standard under the
circumstances.

The Creditors Committee asked the Court to overrule the U.S.
Trustee's Objections.

                         Indemnification

The Creditors Committee has agreed to indemnify Chanin for any
liabilities that arise in connection with the services Chanin
performs on behalf of the Committee, except for liabilities found
to result from Chanin's gross negligence or willful misconduct.  
Although the U.S. Trustee objects to the Indemnification Provision
as being inconsistent with Chanin's fiduciary duties to the
Committee, it cites nothing in support of its objection,
Mr. Goldstein tells the Court.

Mr. Goldstein explained that Chanin ordinarily insists including
an indemnification provision in its retention agreements.  
Without that provision, Chanin would require different terms for
the engagement.  Mr. Goldstein also notes that indemnification
provisions are now common in the restructuring market for
financial advisors.

                            *    *    *

The U.S. Bankruptcy Court for the Northern District of Georgia
authorized the Official Committee of Unsecured Creditors, on final
basis, to retain Chanin Capital Partners, LLC, as its financial
advisor, nunc pro tunc to Oct. 27, 2005.

Chanin Capital Partners LLC will not be indemnified for any
actions arising from its gross negligence, willful misconduct and
breach of fiduciary duty, if any, Judge Mullins rules.

Chanin will be paid for its services, including any payment of the
Deferred Fee during the 18-month period following the effective
date of Chanin's termination.  The Court authorizes and directs
the Debtors to pay Chanin a $125,000 Monthly Advisory Fee.

                         About O'Sullivan

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OCWEN RESIDENTIAL: Moody's May Downgrade B3 Certificate Rating
--------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
one subordinate certificate and placed on review for possible
downgrade one subordinate certificate, issued by Ocwen Residential
MBS Corp., in 1999.  The certificates are secured by seasoned re-
performing loans.

The one subordinate certificate in series 1999-R1 being reviewed
for possible upgrade is benefiting from a large build-up of credit
enhancement relative to expected future losses in the underlying
mortgage pools.

The one subordinate certificate being reviewed for possible
downgrade suffers primarily from the performance of the underlying
loans, with cumulative losses exceeding our original expectations.  
As a result the credit enhancement levels relative to expected
future losses in the underlying pool appear to be low for their
respective current rating level.

On review for upgrade:

   * Series 1999-R1; Class B1-F, current rating Aa2, under review
     for possible upgrade;

On review for downgrade:

   * Series 1999-R1; Class B4-F, current rating B3, under review
     for possible downgrade.


OMEGA HEALTHCARE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Omega Healthcare Network, Inc.
        1717 West Howard Street
        Chicago, Illinois 60602

Bankruptcy Case No.: 06-03058

Chapter 11 Petition Date: March 24, 2006

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Capital One                               $1,365
P.O. Box 26074
Richmond, VA 23260

Lavelle Legal Services                    $1,151
501 West Colfax Street
Palatine, IL 60067

Watson Rounds                             $1,000
5371 Kietzke Lane
Reno, NV 89511


ON SEMICONDUCTOR: S&P Puts B+ Rating on $639.1 Million Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and other ratings on Phoenix, Arizona-based ON
Semiconductor Corp., and assigned its 'B+' rating to the company's
amended and restated $639.1 million term loan.  The loan is
assigned a '4' recovery rating, indicating a marginal (25%-50%)
recovery of principal in the event of a payment default or
bankruptcy scenario.  The rating outlook is stable.  The new term
loan replaces an earlier term loan, and reduces the company's
interest expense.
      
"The ratings on ON Semiconductor Corp. reflect its improved,
albeit still limited, debt-protection measures following a series
of debt- and equity-based refinancing actions; the company's
position as a supplier of commodity semiconductors in a
challenging operating environment; adequate operating liquidity;
and expectations that operating profitability, cash flows, and
liquidity will remain near recent levels," said Standard & Poor's
credit analyst Bruce Hyman.
     
ON Semiconductor is a major supplier of standard logic and analog
integrated circuits and discrete semiconductors, holding mid-
single-digits percentage shares of several commodity markets;
industry conditions track the global economy, with little exposure
to any one customer or market.  The company has reduced its
operating costs through relocation to low-cost geographies;
nevertheless, commodity suppliers rarely can capture the savings
over the long term, although these cost reductions contribute to
competitiveness.
     
The company has refinanced essentially all of its high-coupon
cash-pay debt issues in a series of transactions since 2004, which
has substantially trimmed its once-onerous interest burden.  
EBITDA interest coverage is now about 4x, and likely will remain
in that area over the intermediate term.  Debt levels (including
capitalized operating leases and tax-adjusted pensions) remain
high, at about $1 billion or 4x the past 12 months' EBITDA, and
are unlikely to decline materially over the near to intermediate
term.  Still, this marks an improvement from the company's 7x
leverage in 2003, or 9x in 2002.


OPTINREALBIG.COM: Wants Plan-Filing Period Extended Until May 5
---------------------------------------------------------------
OptInRealBig.com, LLC, and its owner, Scott Allen Richter, ask the
U.S. Bankruptcy Court for the District of Colorado to extend,
until May 5, 2006, the period within which they have the exclusive
right to file a chapter 11 plan of reorganization.  The Debtors
also want to extend, until July 5, 2006, the period within which
they have the exclusive right to solicit acceptances for that
plan.

As reported in the Troubled Company Reporter on Aug. 18, 2005, the
Debtors asked the Court to dismiss their bankruptcy cases after
entering into settlement agreements with Microsoft Corporation and
American Family Mutual Insurance Co.  The Debtors reminded the
Court that they sought protection under chapter 11 to stay 13
legal actions filed against them by Microsoft and American Family.

The Debtors tell the Court that the motion to dismiss remains
pending.  The Debtors want to preserve their exclusive periods
until reasonable points in time following any ruling on the motion
to dismiss.

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 listed estimated assets of $1 million to $10 million
and estimated debts of $50 million to $100 million.


PORTUS ALTERNATIVE: Mr. Justice Campbell Enters Bankruptcy Order
----------------------------------------------------------------
Mr. Justice Colin L. Campbell of the Ontario Superior Court placed
Portus Alternative Asset Management Inc. in bankruptcy on Friday,
March 24, 2006.  Bloomberg News reports that the with a formal
bankruptcy proceeding in place, Portus' investors move closer
toward recovering some of the CA$800 million they placed in the
hedge fund.   

Pursuant to the order, Judge Campbell named KPMG, LLP as Trustee
for Portus' estate.  This will allow KPMG to liquidate Portus and
distribute the proceeds to its creditors.  Joe Schneider, writing
for Bloomberg News, says that KPMG has recovered an estimated
CA$691 million to CA$772 million of Portus' assets.

CBC News reports that Manulife Financial is Portus' biggest
creditor.  Manulife has assured its clients that they won't lose
money from Portus and guaranteed the recovery of their
investments.

KPMG anticipates holding the first meeting of Portus' creditors on
June 21, 2006 in Toronto.  The Trustee can be reached at:

         KPMG Inc.
         Attn: B. Uchikata
         199 Bay Street, Suite 3300
         Toronto, ON M5L 1B2
         Canada

The Ontario Superior Court had earlier ordered on March 21, 2006
that investors of Portus' Alternative Asset Management Inc.'s
Market Neutral Preservation Fund do not have to file bankruptcy
claims to recover their money.  

Mr. Justice Campbell agreed that the MNPF investors may get their
money outside of bankruptcy since the investments were segregated
from Portus' other assets.  "The MNPF Investors are entitled to
the funds in the MNPF/Co PAM Account in the name of PAAM as
trustee and to the proceeds of the MNB Trust at RBC that can be
segregated as being for the account of MNPF Investors," Mr.
Justice Campbell explained in his March 21, 2005, reasons for
decision, posted at http://ResearchArchives.com/t/s?6e1

As reported in the Troubled Company Reporter on March 24, 2006,
Portus, and its principals, Boaz Manor and Michael Mendelson, face
lawsuits filed by the Ontario Securities Commission.  The OSC
accused Portus of misleading its investors and violating a host of
Canadian securities law.

In a compliance review conducted last year, the OSC determined
that Portus maintained inadequate policies, procedures and
internal controls in several key areas of its business.  The OSC
alleged that the deficiencies were part of Portus' efforts to
conceal the illegality of the investments it was offering.

On March 4, 2005, the OSC appointed KPMG LLP as receiver for
Portus' assets.

                      About Portus Alternative

Portus Alternative Asset Management Inc.--
http://www.kpmg.ca/portus-- is a registered investment  
counsel/portfolio manager and limited market dealer.  KPMG Inc.
acts as Portus' receiver of all its property, undertakings and
assets.


PREFERREDPLUS TRUST: S&P Lowers $31.2MM Certificates' Rating to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$31.2 million corporate bond-backed certificates issued by
PreferredPLUS Trust Series CTR-1 to 'BB' from 'BB+' and removed it
from CreditWatch, where it was placed with negative implications
March 15, 2006.
     
The rating action reflects:

   * the March 16, 2006, lowering of the rating on the underlying       
     securities;

   * the $31.2 million 8.00% notes due Dec. 15, 2019, issued by
     Cooper Tire & Rubber Co.; and

   * its subsequent removal from CreditWatch negative.
     
PreferredPLUS Trust Series CTR-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, the
$31.2 million Cooper Tire & Rubber Co. 8.00% notes.


RED TAIL: Exclusive Plan-Filing Period Extended to April 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon extend, until
Apr. 15, 2006, the period within which Red Tail Canyon, LLC, has
the exclusive right to file a chapter 11 plan.

As reported in the Troubled Company Reporter on Feb. 13, 2006, the
Debtor, along with GECCMC 2002-2 Foster Road LLC, its creditor,
asked the Court for the extension, citing the need to incorporate
a stipulation regarding the GECCMC loan into plan.

                         GECCMC Loan

GECCMC is the holder of a Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filings dated July 23, 2002,
made by the Debtor in favor of Deutsche Banc Mortgage Capital,
L.L.C.  The obligation in the Loan Documents total $12.5 million
and are currently in default due to the Debtor's failure to pay
monthly installments since May 1, 2005.  GECCMC has a perfected,
first-priority interest in the Debtor's:

    * 100-unit apartment complex known as Red Tail Apartments,
    * all real and personal property related to the apartment, and
    * income from the apartment.

                       GECCMC's Objections

The Debtor told the Court that GECCMC complained that it was
undersecured but the Debtor has disputed that contention.  The
Debtor said that GECCMC then objected to its request to use the
Cash Collateral as well as its applications to employ
professionals.  Further, the Debtor related, GECCMC also filed a
Motion for Relief from the Automatic Stay.  The Debtor said that a
hearing was held on Nov. 10, 2005, on GECCMC's objection to the
use of cash collateral.

Thereafter, the Debtor reminded the Court that it entered into a
Stipulated Cash Collateral Order and Stipulated Order for Relief
from Automatic Stay with GECCMC, which settled all issues with
GECCMC.

                       Stipulated Order

Under the Stipulated Order, the Debtor stated, it is required to
pay GECCMC on a discounted basis on or before Apr. 1, 2006.  If
the Debtor manages to pay its obligations on time, then, the
Debtor relates, it intends to dismiss its bankruptcy case.  
Otherwise if the debt is not paid by the deadline, the Debtor
relates, GECCMC may have relief from the automatic stay and
proceed to repossess all of the property and cash collateral by
recording a deed and accepting a bill of sale that the Debtor has
executed and deposited in trust with GECCMC's attorneys.

The Debtor disclosed that the Court ordered that the terms of the
Stipulated Order be incorporated in its plan.

                         No Way But Out

The Debtor told the Court that it had already prepared a plan and
disclosure statement and was ready to file both on the Dec. 19,
2005, due date.  However, the Debtor related, because of the
Stipulated Order, the need to file a plan and disclosure statement
is obviated.  The Debtor contended that under the terms of the
Stipulated Order, whatever the Debtor does or does not do, the
case will end.

Headquartered in Portland, Oregon, Red Tail Canyon LLC owns and
operates the Red Tail Canyon townhouse apartments located in South
Aspen Summit Drive, Multnomah County, Portland, Oregon.  The
Company filed for chapter 11 protection on Sept. 19, 2005 (Bankr.
D. Ore. Case No. 05-41235).  J. Stephen Werts, Esq., at Cable
Huston Benedict Haagensen & Lloyd LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


REVLON INC: Completes $110 Million Class A Rights Offering
----------------------------------------------------------
Revlon, Inc. (NYSE: REV) reported the completion of the
$110 million rights offering that the Company launched on
Feb. 17, 2006.  Revlon also reported that all of the 15,885,662
shares of Revlon, Inc. Class A common stock offered to
shareholders (other than MacAndrews & Forbes Holdings Inc. and its
affiliates) in the rights offering were fully subscribed for by
the public shareholders at the $2.80 per share offering price.

The Company indicated that there had been strong demand for the
shares in the rights offering, noting that the public subscribers
(not including M&F, which had previously agreed to acquire its
pro-rata portion directly in a private placement from the Company)
had sought to purchase approximately 40 million shares of Revlon
Class A common stock, which was substantially in excess of the
15,885,662 shares offered to be sold to public shareholders in the
rights offering.

"I am delighted with this demonstration of support by our
shareholders, as the Company continues to make progress on taking
the actions necessary to strengthen our business and capital
structure for the future," Revlon President and CEO Jack Stahl
stated.

Because the 15,885,662 shares were fully subscribed for by the
public, M&F was not required, pursuant to its agreement to back
stop the rights offering, to purchase any shares in excess of its
pro-rata portion.  Accordingly, M&F purchased a total of
23,400,052 shares of Revlon's Class A common stock at the same
$2.80 per share price in a private placement directly from Revlon.  
These shares represented the number of shares that M&F would
otherwise have been entitled to purchase pursuant to its basic
subscription privilege in the rights offering (which was
approximately 60% of the shares offered in the rights offering).  
M&F, which is wholly owned by Ronald O. Perelman, is Revlon's
majority stockholder.

As a result of these transactions, Revlon issued a total of
39,285,714 new shares of its Class A common stock, increasing the
number of outstanding shares of Revlon's Class A common stock to
380,041,688 and increasing the total number of shares of common
stock outstanding, including the Company's existing 31,250,000
shares of Class B common stock, to 411,291,688 shares.  Following
the completion of these transactions, M&F owns approximately 56%
of Revlon's Class A common stock outstanding and approximately 60%
of Revlon's total common stock outstanding, which shares represent
approximately 76% of the combined voting power of such shares.

The shares sold to M&F were sold in reliance on Rule 506 under the
Securities Act of 1933, as amended.  The issuance of shares to M&F
was not registered under the Securities Act of 1933, as amended,
and such shares may not be offered or sold in the U.S. absent
registration or an applicable exemption from registration
requirements.

The Company also announced that, on April 21, 2006, Revlon
Consumer Products Corporation, Revlon's wholly-owned operating
subsidiary, will redeem approximately $109.7 million aggregate
principal amount of its 8-5/8% Senior Subordinated Notes due 2008,
in satisfaction of the applicable requirements under RCPC's bank
credit agreement, at a redemption price of 100% of the principal
amount of such Notes, plus accrued and unpaid interest up to, but
not including, the redemption date.

On March 22, 2006, a copy of the irrevocable notice of redemption
was mailed to the record holders of the Notes being redeemed by
the trustee under the indenture governing the Notes:

     U.S. Bank National Association
     60 Livingston Avenue
     St. Paul, Minnesota 55107,

                          About Revlon

Revlon is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/http://www.almay.com/
http://www.vitalradiance.com/and http://www.mitchumman.com/  
Corporate and investor relations' information can be accessed at
http://www.revloninc.com/ The Company's brands include Revlon(R),  
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).

At Dec. 31, 2005, Revlon, Inc.'s balance sheet showed a
$1,095,900,000 equity deficit compared to a $1,019,900,000 deficit
at Dec. 31, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 06, 2006,
Standard & Poor's Ratings Services revised its outlook on Revlon
Consumer Products Corp. to stable from negative.
     
At the same time, Standard & Poor's affirmed all of its ratings
on Revlon, including its 'B-' corporate credit rating.  About
$1.4 billion of debt is affected by this action.


RIVIERA HOLDINGS: S&P Places B Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Las
Vegas-based casino owner and operator Riviera Holdings Corp.,
including its 'B' corporate credit rating, on CreditWatch with
developing implications.  The CreditWatch listing follows the
company's announcement that it has resumed previously initiated
discussions with a certain investor group regarding its possible
acquisition of Riviera at a price of $17 per share.
     
This information follows the announcement by the company on
March 8, 2006, that discussions between the Special Committee of
Riviera's Board of Directors and the previously mentioned group of
investors to acquire Riviera had been terminated due to a failure
to agree upon an acquisition price.  This investor group recently
acquired 1 million shares of common stock from Riviera's Chief
Executive Officer, William Westerman, and had initiated
discussions to buy the remainder of the company.
     
There continues to be questions about Riviera's long-term
operating strategy given its pursuit of strategic alternatives in
2005.  In resolving its CreditWatch listing, Standard & Poor's
will continue to monitor developments associated with a potential
acquisition of the company.  While an acquisition of the company
continues to remain uncertain and as the company may not provide
ongoing guidance relative to its progress, Standard & Poor's may
decide to resolve the CreditWatch listing at a later date if it
appears a transaction is not likely to occur.


ROYAL & SUN: S&P Lowers Ratings to BB & Holds Outlook at Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and insurer financial strength ratings on Royal & Sun Alliance
Insurance Group PLC's U.S. insurance operations (RSA USA) to 'BB'
from 'BB+'.  The outlook remains negative.  At the same time, the
ratings were withdrawn at the request of the companies'
management.
     
"The downgrade reflects the reduced appetite of RSA USA's parent
to provide the U.S. operations with additional capital should the
need arise," said Standard & Poor's credit analyst Tom E. Thun.
     
RSA USA effectively went into run-off in 2005 following the sale
of its nonstandard auto business.  Standard & Poor's expects RSA
USA to continue to meet its policyholder obligations over the near
term.  The companies' statutory surplus at year-end 2005 totaled
$834 million, supporting net loss reserves of $3.4 billion.  Of
these reserves, approximately $540 million is related to asbestos
& environmental exposures, which are long tail and notoriously
volatile.
     
The negative outlook continues to reflect the extent of the
residual reserving risk at RSA USA and the companies' weak
prospective financial flexibility.  Because of the complexities
associated with the run-off of RSA USA's book of business,
Standard & Poor's believes that management will continue to be
faced with challenges.


SEARS HOLDINGS: Reports Fourth Quarter and Full Year 2005 Results
-----------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) reported its Annual
Report on Form 10-K for the fiscal year end Jan. 28, 2006, to the
Securities and Exchange Commission on Mar. 14, 2006.

Total revenues increased $10.1 billion to $16.1 billion for the
13-week period ended Jan. 28, 2006, compared to total revenues of
$6.0 billion for the 13-week period ended Jan. 26, 2005.  Full
year fiscal 2005 revenues were $49.1 billion compared to $19.8
billion for fiscal 2004.  The increase during the 13 weeks ended
Jan. 28, 2006, was primarily attributable to the addition of Sears
revenues of $10.3 billion partially offset by a $2 million decline
in Kmart's revenues, due to a reduction in the total number of
Kmart stores in operation.  During the 13-week period ended
Jan. 28, 2006, Kmart comparable store sales increased 0.9% over
the 13-week period ended Jan. 26, 2005.  The increase in Kmart
comparable store sales for the quarter was the first increase
since the second quarter of 2001 and was primarily due to
increased sales in apparel and home products.  Full fiscal year
2005 includes $30.0 billion of revenues related to Sears,
representing revenues from Mar. 25, 2005, partially offset by a
$7 million decline in Kmart's revenues due to a reduction in the
total number of Kmart stores in operation.

Sears Domestic sales declined 6.1% for the 13 weeks ended Jan. 28,
2006, compared to the 13 weeks ended Jan. 26, 2005.  The decline
was due to a 12.2% decrease in domestic comparable store sales
partially offset by an increase in the total number of Sears
stores and strong home services sales.  The decline in Sears
Domestic comparable store sales reflects efforts initiated in 2005
to improve gross margin by reducing reliance on certain
promotional events and weak apparel sales resulting from weaker
than anticipated customer response to fashion offerings within the
full-line stores.

Operating income was $1.5 billion for the 13 weeks ended Jan. 28,
2006, compared to $472 million for the 13 weeks ended Jan. 26,
2005.  The increase in operating income was primarily due to the
addition of $737 million of Sears operating income and a $317
million gain on the sale of business, reflecting a minority
interest gain on the sale of Sears Canada's Credit and Financial
Services business in November of 2005.  The gain had no impact on
Holdings' net income as its entire impact was offset by increased
minority interest expense.  Operating income was $2.1 billion for
fiscal year 2005 as compared to $1.8 billion for fiscal year 2004.  
Fiscal 2005 included the addition of $1.4 billion in Sears
operating income generated subsequent to Mar. 24, 2005, which was
offset by the collective impact of $906 million less in gains on
the sale of assets realized by Kmart in the current year and, to a
lesser degree, a $148 million decline in Kmart operating income,
including restructuring charges of $54 million.  Holdings'
operating income for fiscal 2005 also included the $317 million
gain on sale of business, reflecting a minority interest gain on
the sale of Sears Canada's Credit and Financial Services business
in November 2005.

The Company's cash and cash equivalents balance increased from
$3.4 billion at Jan. 26, 2005, to $4.4 billion at Jan. 28, 2006,
including $664 million at Sears Canada.  Holdings generated
approximately $2.3 billion in operating cash flows during fiscal
2005.  The sale by Sears Canada of its Credit and Financial
Services business generated $2 billion in proceeds, of which the
Company retained $1.2 billion.  Significant uses of cash in 2005
included the cash outflow associated with the merger ($1.0
billion), paydown of debt ($815 million), share repurchases
($590 million) and pension contributions ($260 million).  At
Jan. 28, 2006, Holdings had $3.6 billion available under its five-
year credit agreement.  Total debt was $3.2 billion (excluding
capital lease obligations) at 2005 fiscal year end.

Holdings' inventory level at Jan. 28, 2006, was approximately $9.1
billion.  As of the end of the prior year period, the pro forma
combined inventory on a FIFO basis for Sears and Kmart was
approximately $9.3 billion.  Merchandise payables were $3.5
billion at Jan. 28, 2006, as compared to $3.6 billion for Sears
and Kmart combined as of Jan. 26, 2005.

During the fiscal year ended Jan. 28, 2006, the Company spent
$546 million on capital expenditures compared to $230 million and
$868 million spent by Kmart and Sears, respectively, during fiscal
2004.  Current year spending excludes approximately $40 million of
capital expenditures made by Sears during the period from Jan. 30,
2005 through Mar. 24, 2005.

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.

                      *     *     *

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.


SCHOLASTIC CORP: S&P Lowers Corp. Credit Rating to BB+ from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Scholastic Corp., including the corporate credit rating, to 'BB+'
from 'BBB-'.  The rating outlook is negative.  New York-based
Scholastic is a leading publisher and distributor of children's
books.  Total debt as of Feb. 28, 2006, was $572 million.
     
The downgrade reflects weak operating performance in the fiscal
third quarter ended Feb. 28, 2006, and revised earnings guidance
for the fiscal year ending May 31, 2006, resulting in a lower-
than-anticipated increase in full-year earnings.  Standard &
Poor's has concerns regarding the company's increasing business
risk and uncertain long-term growth prospects.
     
"The speculative-grade ratings reflect Scholastic's deteriorating
business profile and somewhat volatile operating performance,"
said Standard & Poor's credit analyst Hal F. Diamond.  "These
weaknesses are partially offset by the company's niche position as
a children's book publisher and seller and by its moderate capital
structure."
     
Scholastic has a significant market position in the distribution
of children's books in elementary schools through book clubs and
fairs.


SCHOOL SPECIALTY: Moody's Withdraws Ratings at Company's Request
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of School Specialty
Inc., upon the company's request.  Following the termination of
the proposed go private recapitalization of the company led by
Bain Capital in November 2005 and the fact the company does not
currently have any publicly rated debt, the company no longer
wishes to maintain its current public ratings.

These ratings have been withdrawn:

   * Corporate Family Rating of B2;

   * Speculative Grade Liquidity Rating of SGL-3.

School Specialty, Inc., headquartered in Greenville, Wisconsin, is
the largest provider of supplemental educational products and
equipment to the pre-kindergarten through twelfth grade
educational markets in the United States and Canada.  Its products
are sold via its catalogue, ecommerce websites, and sales force.  
Total revenues for the fiscal year ended April 30, 2005 were
approximately $1.0 Billion.


SEA CONTAINERS: 10-K Filing Delay Prompts Moody's Rating Review
---------------------------------------------------------------
Moody's Investors Service placed all ratings of Sea Containers
Ltd., under review for possible downgrade -- senior unsecured
rating at B3.  The review was prompted by the company's disclosure
that it would not file its Form 10-K until it completes the
testing of asset impairments, as well as the uncertainty
surrounding the timing of the proposed sale of Silja Oy Ab and the
other ferry assets.

Moody's review will focus on the company's progress on the
previously announced sale of Silja Lines, particularly the amount
of proceeds likely and the timing of the sale.  Scheduled debt
maturities for 2006 are approximately $263 million and Moody's
believes that some portion of the proceeds from sale of Silja
Lines will likely be needed to meet the scheduled maturities.

Also factored in the review will be Sea Containers' ability to
file its Form 10-K in a timely manner, and the level of write-
downs and the cash flow impact related to its previously announced
restructuring of the ferry and container businesses.  As well, the
impact on Sea Container's cash flow from the pending arbitration
between Sea Containers and its partner in GE SeaCo will be
examined.  As Sea Container's business composition will differ
considerably should the sale of the Silja Lines be completed,
Moody's will also evaluate the level and predictability of the
cash flow of Sea Containers' remaining business -- a rail
concession in the UK, the GE SeaCo container leasing joint venture
and certain other container assets -- in relation to the amount of
debt obligations post sale of Silja Lines and other ferry assets.

In Moody's view, Sea Containers may not be able to meet the
March 31, 2006 due date to file its Form 10-K.  Moody's also notes
that the indentures governing Sea Container's senior notes include
a covenant that obligates the company to file with the SEC all
reports required by the Exchange Act of 1934. Consequently, the
company may not be in compliance with the reporting requirements
of the indentures should it fail to meet the March 31, 2006
deadline.

Ratings placed under review:

Sea Containers Ltd.:

   * Corporate Family Rating and senior secured of B2; and

   * Senior unsecured notes and Issuer Rating of B3.

Moody's also assigned definitive ratings to the revolving credit
facility and senior notes.

Sea Containers Ltd., headquartered in Hamilton Bermuda, is a
provider of ferry services, primarily in the Baltic Sea, the
franchisee-operator of the Great Northern Railroad in the U.K.,
and a lessor of cargo containers to the shipping industry.


SPIRITCORP INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spiritcorp Inc.
        dba The Furniture Dude
        14771 7th Street
        Victorville, California 92395

Bankruptcy Case No.: 06-10600

Type of Business: The Debtor manufactures and retails home
                  furniture.  See http://www.thefurnituredude.com/

Chapter 11 Petition Date: March 24, 2006

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Lazaro Fernandez, Esq.
                  3403 Tenth Street, Suite 714
                  Riverside, California 92501
                  Tel: (951) 684-4474

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Broyhill Furniture Industries    Trade Debt            $153,868
P.O. Box 60194
Charlotte, NC 28260-0699

Stanton International            Trade Debt            $104,435
P.O. Box 3750
Tualatin, OR 97062

David Post                       Trade Debt             $80,000
9024 Joshua Street
Apple Valley, CA 92308

Diamond Mattress Company, Inc.   Trade Debt             $76,686

Woodmarc Enterprises LLC         Trade Debt             $67,797

The CIT Group                    Trade Debt             $63,383
Commercial Services

Ashley Furniture                 Trade Debt             $51,574
Industries Inc.

John Novak                       Trade Debt             $50,000

Daily Press Victor Valley        Trade Debt             $49,040

Charter Media                    Trade Debt             $48,903

Furniture Values International   Trade Debt             $45,735

CMA Business Credit Services     Trade Debt             $40,528

Sunny Designs, Inc.              Trade Debt             $29,526

Moradi Family Trust              Trade Debt             $34,362

American Express                 Trade Debt             $32,574

Mike Cims Inc.                   Trade Debt             $24,455

Schnadig Corp.                   Trade Debt             $24,102

Best Chairs Inc.                 Trade Debt             $22,954

Cochrane Furniture               Trade Debt             $16,613
Company Inc.

BB&T Commercial Finance          Trade Debt             $16,338


STELCO INC: Seeks Court Order on Amended Floating Rate Notes
------------------------------------------------------------
Stelco Inc. proposed to amend its Court-approved restructuring
plan to change, among other things, certain terms of the New
Secured Floating Rate Notes to be issued under the plan.  The
amendments include an increase of 0.50% to the interest rate
payable under the FRNs in the first two years of the term and
thereafter under certain circumstances.  The call protection for
the FRNs has also been changed.

The proposed amendments to the FRNs are the result of discussions
held among key stakeholders to finalize the terms of various
agreements contemplated by Stelco's restructuring plan.  The
proposed amendments require:

     * the consent of the Court-appointed Monitor, Tricap
       Management Limited and the other equity sponsors, and

     * must not be objected to by the Senior Bondholder Steering
       Committee.

Stelco has obtained the consent of the Monitor and Tricap.  The
Company is awaiting confirmation from the other equity sponsors
and the SBSC that Stelco may proceed with the proposed amendments.  
The Province of Ontario supports the amendments.

Stelco will also seek an Order of the Superior Court of Justice
(Ontario) in connection with U.S. securities law requirements and
the issuance of the amended FRNs.  The motion hearing is scheduled
tomorrow, March 28, 2006.  If for any reason the remaining
confirmations from the other equity sponsors and the SBSC are not
obtained, the motion will not proceed.

On March 9, 2006, Stelco sought and obtained an Order in
connection with U.S. securities law requirements and the issuance
and exchange of the FRNs and guarantees of Stelco's obligations
under the FRNs.  The Company has been advised by U.S. securities
law counsel that an Order similar to that obtained on March 9,
2006 is required in respect of the amended FRNs.

The Order being sought, if granted, will enable Stelco to utilize
a U.S. securities law exemption by approving the terms and
conditions of the issuance and exchange of the amended FRNs and
other securities for the claims of affected creditors, and by
declaring that those terms and conditions are fair to the affected
creditors, in a manner similar to the approval in the March 9,
2006 Order.

Notice of this motion is being provided so that affected creditors
and other persons are aware of the hearing and of the fact that
the hearing is open to them to be heard.

A full-text copy of the Notice of Motion is available at no charge
at http://bankrupt.com/misc/1647.pdf

                          About Stelco

Stelco is expected to emerge from its Court-supervised
restructuring on March 31, 2006.  At that time, new common shares
will be issued under the approved restructuring plan and are
expected to begin trading on the TSX on April 3, 2006, subject to
certain conditions.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  The company is currently in
the final stages of a Court-supervised restructuring.  This
process is designed to establish the Company as a viable and
competitive producer for the long term.  The new Stelco will be
focused on its Ontario-based integrated steel business located in
Hamilton and in Nanticoke.  These operations produce high quality
value-added hot rolled, cold rolled, coated sheet and bar
products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until March 31, 2006.


STELCO INC: TSX Halts Trading on 9.5% Sub. Debentures due 2007
--------------------------------------------------------------
Stelco Inc. has been informed by Toronto Stock Exchange that at
the opening on March 24, 2006, TSX halted trading on Stelco's 9.5%
Convertible Subordinated Debentures due 2007 and delisted the
Debentures at the close on March 24, 2006.  The company's
restructuring plan is expected to be completed on March 31, 2006.

Accordingly, Stelco has set a record date of the close of business
on March 28, 2006 for the distribution of:

     * New Common Shares,

     * New Warrants,

     * New Secured Floating Rate Notes and

     * cash to its affected creditors, including holders of the
       Debentures.

Distributions to which the holders of Debentures may be entitled
will be paid to the Monitor in trust in accordance with the Plan.

TSX has conditionally approved the listing of the New Common
Shares, New Warrants and FRNs.  It is anticipated that trading of
these securities will begin on TSX on or about April 3, 2006.

                          About Stelco

Stelco is expected to emerge from its Court-supervised
restructuring on March 31, 2006.  At that time, new common shares
will be issued under the approved restructuring plan and are
expected to begin trading on the TSX on April 3, 2006, subject to
certain conditions.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  The company is currently in
the final stages of a Court-supervised restructuring.  This
process is designed to establish the Company as a viable and
competitive producer for the long term.  The new Stelco will be
focused on its Ontario-based integrated steel business located in
Hamilton and in Nanticoke.  These operations produce high quality
value-added hot rolled, cold rolled, coated sheet and bar
products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until March 31, 2006.


STELCO INC: Ensures March 31 Plan Implementation Date
-----------------------------------------------------
Stelco Inc. reported that the Monitor filed its Fifty-Fifth Report
in the matter of the Company's Court-supervised restructuring.

The Report deals exclusively with the steps that have been taken
in recent weeks by Stelco, the Monitor and other relevant parties
towards implementation of the restructuring plan under the
Companies' Creditors Arrangement Act and the reorganization of
Stelco's corporate structure under the Canada Business
Corporations Act.

The Monitor notes that the parties have been working diligently
towards that objective.  This activity has entailed the resolution
of outstanding issues and the finalization of principal documents.

The Report adds that Stelco, the Monitor and other relevant
parties are of the view that a plan implementation date of
March 31, 2006 is achievable.  The Monitor concludes by expressing
the view that the extension of the stay period to March 31, 2006
continues to be appropriate under the circumstances.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  The company is currently in
the final stages of a Court-supervised restructuring.  This
process is designed to establish the Company as a viable and
competitive producer for the long term.  The new Stelco will be
focused on its Ontario-based integrated steel business located in
Hamilton and in Nanticoke.  These operations produce high quality
value-added hot rolled, cold rolled, coated sheet and bar
products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until March 31, 2006.


SUPERB SOUND: Court OKs $757K Tri-Phase Sale to Audio Automation
----------------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis authorized Superb
Sound, Inc., to sell substantially all of the assets of its wholly
owned division, Tri-Phase Acquisition, LLC, to Robert Haecker and
Audio Automation.  

The Debtors determined at an auction on March 1, 2206, that
Mr. Haecker's $757,126 bid was the highest and best offer for the
Tri-Phase assets.  

Patriot Investments, LLC, which tendered the next best offer, was
named as the Backup Bidder.  If Haecker fails to close the
proposed sale in accordance with the terms of the Asset Purchase
Agreement, Patriot will have the opportunity to close a sale in
the amount of its Backup Bid.  Pursuant to the court-approved bid
procedures, Patriot is entitled to a $20,000 breakup fee if the
Debtor closes the sale to Mr. Haecker.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc., dba
Ovation, Ovation Audio/Video and Ovation Home --
http://www.ovation-av.com/-- is an audio, video and mobile  
electronics specialist.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


SUPERIOR ESSEX: S&P Holds Low-B Ratings & Revises Outlook to Pos.
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Atlanta, Georgia-based Superior Essex Inc. to positive from
stable, and affirmed its:

   * 'B+' corporate credit rating;
   * 'BB' secured bank loan rating; and
   * 'B' senior unsecured debt rating.
      
"The revised outlook reflects improved financial leverage stemming
from improved profitability," said Standard & Poor's credit
analyst Stephanie Crane.  

As a result, Superior Essex's financial leverage metrics, as
measured on an adjusted total debt to EBITDA basis, were 3.8x, as
of December 2005, compared with 4.7X at December 2004.
     
Superior Essex is a leading global supplier of magnet wire and
copper wire to the communications and industrial and power
industry.  The ratings on Superior Essex reflect a cyclical
operating profile driven by fluctuating market demand and
volatility in raw material pricing and reduced, but still high,
leverage.  These factors are somewhat offset by the company's
leading position in a global market for wire and cables,
especially magnet wire.  
     
Superior Essex participates in two segments of the cable and wire
industry.  It has a leading share of the North American market for
copper wire and cable and, to a lesser extent, fiber optic cables
supplied to telecommunications carriers for use in their local
loops.  Superior Essex also is a major supplier and distributor of
magnet wire and related insulation and fabrication products used
in a range of industrial applications, including:

   * motors,
   * transformers, and
   * generators.

The joint venture with Nexans to produce magnet wire in Europe
makes Superior Essex the world's largest supplier.  Both markets
have experienced significant volatility in recent years, but
recently have shown mixed signs of recovery.


T.A.T PROPERTY: Has Until March 30 to File a Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until Mar. 30, 2006, the period within which T.A.T.
Property has the exclusive right to file a chapter 11 plan.  The
Court also extended, until May 29, 2006, the period within which
the Debtor has the exclusive right to solicit acceptances of that
plan.

The Debtor reminds the Court that its chapter 11 case was filed
after its efforts to negotiate a standstill agreement with LaSalle
National Bank failed, and foreclosure of the its building was
imminent.

LaSalle holds the mortgage on the Debtor's only substantial asset,
which is an office building located at 45 Executive Drive in
Plainview, New York.

The Debtor tells the Court that it is in the final stages of
obtaining funding to cure its prepetition defaults under the
mortgage note.  

The Debtor further says that it has tiny prepetition debts other
than its debt to LaSalle and its subordinated debt to Michael
Zenobio, the Debtor's principal beneficiary and grantor.  

The Debtor believes that whether it seeks a structured dismissal
or files a chapter 11 plan to be paid from cash flow, the Debtor
will pay 100 cents on the dollar to creditors on undisputed claims
over time.  Debtor says that its assets will not be substantially
depleted during the requested extension.

The Debtor contends that an extension of its exclusive periods
will enable it to preserve its ability to formulate and negotiate
a consensual plan.

Headquartered in New York, New York, T.A.T. Property filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-47223).  Barton Nachamie, Esq., at Todtman, Nachamie, Spizz &
Johns, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$13,531,595 in assets and $13,522,435 in debts.


TCR I: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------
W. Clarkson McDow, Jr., Esq., the U.S. Trustee for Region 4, asks
the U.S. Bankruptcy Court for the Eastern District of Virginia to
convert TCR I, Inc.'s chapter 11 case to a chapter 7 liquidation
proceeding.

Mr. McDow tells the Court that the Debtor has failed to file its
monthly operating reports and thus prevents him and other parties
from monitoring the Debtor's financial condition.

Mr. McDow contends that the Debtor's failure to file a plan of
reorganization and disclosure statement, as well as other factors
relating to the operation of the Debtor's business, shows
inability to effectuate a plan.

TCR I, Inc., filed for chapter 11 protection on September 8, 2005
(Bankr. E.D. Va. Case No. 05-13450).  Bruce W. Henry, Esq., at
Henry, O'Donnell, Dahnke & Walther, PC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $6,980,559 in assets and $37,059,268
in debts.


TECH DATA: Fitch Affirms BB+ Ratings & Changes Outlook to Stable
----------------------------------------------------------------
Fitch Ratings revised Tech Data Corp.'s (TECD) Rating Outlook to
Stable from Positive and affirmed the company's 'BB+' issuer
default rating and 'BB+' senior unsecured bank credit facility.
The 'BB' subordinated debt rating is withdrawn, following TECD's
repurchase of the $290 million convertible subordinated debentures
in December 2005.  Fitch's action affects approximately $250
million of total debt.

The Stable Rating Outlook reflects Fitch's expectations that
TECD's weaker-than-expected operating performance over the past
several quarters, driven primarily by operating challenges in
Europe, will continue through the near term despite anticipated
costs savings from the company's current restructuring activities.
While Fitch believes TECD will regain some market share believed
to have been lost over the last few quarters to its main
competitor in Europe, Ingram Micro (rated 'BBB-' with a Stable
Outlook by Fitch), European information technology demand will
likely remain soft, and a competitive but rational environment
will continue to pressure Tech Data's gross margins in calendar
2006.

TECD's current restructuring and ongoing systems harmonization
initiatives drove operating expenses lower and partially mitigated
gross margin erosion during the recent fiscal year ended
Jan. 31, 2006 (fiscal 2006).  However, operating EBIT margins
declined slightly to approximately 1.1% for fiscal 2006 from 1.2%
in fiscal 2005.  Despite operational challenges in Europe, TECD
continued its comparatively strong operating performance in the
Americas region, as sales in this region grew 11.3% for fiscal
2006 to $9.4 billion and operating EBIT margins remained at 1.6%.

The ratings continue to reflect:

   * the comparatively thin operating EBIT margins associated with
     the wholesale IT distribution industry, which Fitch believes
     will be challenged to increase above 1.5% over the longer
     term;

   * the more mature growth characteristics of TECD's major
     geographic markets;

   * the company's lack of presence in the faster growing
     Asia-Pacific (APAC) market and the significant investments
     that Fitch believes would be required to establish a foothold
     in this region; and

   * vendor concentration to Hewlett-Packard Company (HP; rated
     'A' with a Positive Rating Outlook).

The ratings are supported by:

   -- TECD's significant customer diversification, with no
      customer representing more than 5% of net sales;

   -- leading wholesale IT distributors' market positions and
      ability to provide small- to medium-size (SMB) businesses
      with working capital financing and inventory management (as
      well as other value-added) services;

   -- positive and relatively consistent long-term growth
      prospects for the SMB market;

   -- the industry's ability to generate free cash flow in a
      downturn, as well as at growth rates of up to 5%; and

   -- the company's conservative capital structure with no long-
      term debt.

HP has been consolidating the number of distributors of HP
products in order to improve efficiency and provide better
incentives to those distributors that are committed to selling
complete HP solutions that have higher margins than standalone
hardware products.  Fitch believes this may benefit TECD in the
long term if the consolidation results in a greater percentage of
HP's indirect sales being distributed through TECD.  A potential
risk is if HP aggressively pursues a direct model, especially for
personal computers, since TECD is a significant distributor of HP
products.  Fitch believes the threat of disintermediation from HP
is fairly low in the intermediate term.

TECD's total adjusted debt to EBITDAR increased to approximately
3.1x from 2.3x in the prior year due primarily to lower
profitability and higher total debt balances associated with
greater outstanding balances of uncollected trade receivables sold
using the company's accounts receivable (A/R) facilities that
alternatively would have been funded with short-term debt.  In
addition, EBITDA-to-interest expense fell to less than 9x in
fiscal 2006 from in excess of 10x in the prior two fiscal years.
Although credit protection measures are unlikely to meaningfully
improve in the intermediate term, they remain consistent with the
current rating category.

After adjusting for the change in proceeds received from A/R
sales, TECD used approximately $91 million of cash on a free cash
flow basis in fiscal 2006, despite sales growth of only 3.7%.
However, Fitch believes annual free cash flow will be positive
($50 million-$150 million) for fiscal 2007, driven primarily by
the modest organic growth prospects associated with TECD's largest
geographies, the U.S. and Europe.  Historically, the wholesale IT
distributors have demonstrated the ability to generate cash from
operations at sales growth rates of up to 5%.  Based on Fitch's
estimates, TECD's cash conversion cycle (CCC) days increased
slightly to 35 days in Fiscal 2006 from 34 in fiscal 2005 and
remains well above Ingram Micro's CCC of 20 days.  Fitch expects
TECD will likely complete its outstanding common stock repurchase
program over the next couple of quarters.  Through fiscal 2006,
TECD purchased approximately $120 million of the total $200
million authorized by its board of directors in November 2005.
While TECD can support this share repurchase program, Fitch
believes meaningful additional share repurchase activity could
result in negative ratings actions.

TECD's liquidity position remains sufficient to fund operations
(primarily working capital) and, as of Jan. 31, 2006, was
supported by cash and cash equivalents of:

   * approximately $157 million;

   * $250 million multi-currency revolving bank credit facility
     expiring March 2010;

   * $400 million U.S. receivables securitization facility
     expiring August 2006; and

   * various other lines of credit and overdraft facilities.  

Further liquidity is provided by a $200 million trade receivables
purchase facility expiring May 2006 and an uncommitted $146
million trade receivables purchase facility.  An aggregate of
approximately $288 million of A/Rs were sold and uncollected under
these combined trade receivable purchase facilities.  As of
Jan. 31, 2006, TECD was able to borrow an aggregate of
approximately $954 million under these facilities, after giving
effect to financial covenants.

Total debt including A/Rs sold but uncollected as of Jan. 31, 2006
was approximately $539 million and consisted of:

   * $288 million of sold but uncollected A/Rs;
   * $235 million of revolving credit loans outstanding; and
   * approximately $16 million of capital lease obligations.

On-balance-sheet debt declined to $251 million at Jan. 31, 2006
from approximately $377 million a year ago, due to debt repayment,
funded with both available cash and off-balance-sheet financing.
As a result, adjusted debt, which includes A/Rs sold but
uncollected and capitalized rental expense, increased to
approximately $1.1 billion at year-end fiscal 2006 from
approximately $893 million a year ago.


TIME WARNER: Moody's Junks Proposed $200 Mil. Senior Notes Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$200 million convertible senior notes at Time Warner Telecom Inc.
The net proceeds of the offering will be used to redeem a portion
of the $400MM 10-1/8% senior notes at TWT.  

The rating reflects the transaction's modest improvement to the
company's credit profile, as the new notes will have a lower
coupon rate, and will extend TWT's average maturities.  Moody's
affirmed the B2 corporate family rating, the SGL-1 rating, as well
as the existing debt ratings at TWT and its wholly owned
subsidiary Time Warner Telecom Holdings, Inc.  The outlook remains
stable.

Rating actions:

   Time Warner Telecom, Inc.:

   * $200 million convertible senior notes due 2026
     -- Assigned Caa1

   * $400 Million 10.125% Sr. Notes due 2011 -- Affirmed Caa1

   * Corporate family rating -- Affirmed B2

   * Speculative grade liquidity rating -- Affirmed SGL-1

   Time Warner Telecom Holdings Inc.:

   * $110 Million Sr. Secured Revolver due 2009 -- Affirmed B1

   * $200 Million Sr. Secured Term Loan B due 2010 -- Affirmed B1

   * $240 Million Second Priority Senior Secured Floating Rate
     Notes due 2011 -- Affirmed B2

   * $400 Million 9.25% Senior Notes due 2014 -- Affirmed B3

The rating outlook remains stable

Time Warner Telecom Inc., headquartered in Littleton, Colorado,
provides data, dedicated Internet access, and local and long
distance voice services to business customers in 44 metropolitan
markets in the United States.


TRIMARAN CLO: Moody's Puts Ba2 Rating on $11 Mil. Class E Notes
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Trimaran CLO V Ltd.:

   * Aaa to the $182,000,000 Class A-1 Senior Secured Floating
     Rate Notes Due 2018 and the $21,000,000 Class A-2 Senior
     Secured Floating Rate Notes Due 2018;

   * Aa2 to the $33,000,000 Class B Second Priority Floating Rate
     Notes Due 2018;

   * A2 to the $17,000,000 Class C Third Priority Deferrable
     Floating Rate Notes Due 2018;

   * Baa2 to the $12,000,000 Class D Fourth Priority Deferrable
     Floating Rate Notes Due 2018; and

   * Ba2 to the $11,000,000 Class E Fifth Priority Deferrable
     Floating Rate Notes Due 2018.

The collateral manager is Trimaran Advisors, L.L.C.

Moody's noted that its ratings of notes issued by this cash flow
CDO reflect the credit quality of the collateral pool, the credit
enhancement for the notes inherent in the capital structure and
the transaction's legal structure.


TRIMEDIA ENT: January 31 Balance Sheet Upside-Down by $7.42 Mil.
----------------------------------------------------------------
TriMedia Entertainment Group, Inc., reported its financial
results for the quarter ended Jan. 31, 2006, to the Securities
and Exchange Commission on March 17, 2006.

For the three months ended Jan. 31, 2006, TriMedia incurred a
$758,557 net loss on $39,944 of total revenues.  For the three
months ended Jan. 31, 2005, the Company incurred a $2,674,750
net loss on $2,262 of total revenues, and reported $475,368 of
negative cash flow from operations.

At Jan. 31, 2006, TriMedia's balance sheet shows a $3,828,965
negative working capital balance.  

At Jan. 31, 2006, TriMedia's balance sheet showed $731,061
in total assets and $8,157,799 in total liabilities.  The
Company's balance sheet shows a $20,667,821 accumulated
deficit at Jan. 31, 2006.

                    Going Concern Doubt

Cogen Sklar, LLP expressed substantial doubt about TriMedia's
ability to continue as a going concern after auditing the
Company's financial statements for the years ended October 31,
2005 and 2004.  The auditing firm pointed to the Company's
recurring losses from operations, negative working capital and
negative cash flows.

TriMedia says that it may incur further operating losses and
experience negative cash flow in the future.  Achieving
profitability and positive cash flow depends on its ability to
generate sufficient revenues from its films and recording studio
and its ability to raise additional capital.

"But there can be no assurances that the Company will be able to
generate sufficient revenues or raise additional capital to
achieve and sustain profitability and positive cash flow in the
future," management says in its latest quarterly report.

A full-text copy of TriMedia's latest quarterly report is
available for free at http://ResearchArchives.com/t/s?6ed

                           New CFO

On June 14, 2005, the Company's Board of Directors terminated the
employment of Shawn Taylor as chief financial officer and Daniel
Taylor as president.  The Board appointed Christopher Schwartz to
the position of chief financial officer and president following
the termination.

                       About TriMedia

Founded in 2002, TriMedia Entertainment Group, Inc., --
http://www.trimediaent.com/-- is an international multimedia   
entertainment company with a focus on developing entertainment
content.  The company primarily produces films and recorded music
on the DVD and CD formats.  The Company produces and distributes
music and filmed entertainment content through holdings such as
Ruffnation Music, Metropolitan Recording, Ruffnation Films, and
Snipes Production.  The company has a strategic partnership with
Sony, giving Ruffnation Films access to Sony BMG artists, which
the company plans to feature in its low-budget films and their
related soundtracks.  CEO Christopher Schwartz owns 46% of
TriMedia.

At Jan. 31, 2006, TriMedia Entertainment's stockholders' equity
deficit widened to $7,426,738, from a $6,788,180 deficit reported
at Oct. 31, 2005.


VALEANT PHARMA: VISER1 Trial Results Cue Moody's to Hold Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Valeant
Pharmaceuticals International including the B1 Corporate Family
Rating and B1 senior notes due 2011.  At the same time, Moody's
revised Valeant's rating outlook to negative from stable.

The rating actions follow the recent announcement of mixed results
from the VISER1 Phase III trial of Viramidine, Valeant's
experimental hepatitis C treatment.  According to the VISER1 data,
Viramidine met the clinical endpoint for safety.  However, the
VISER1 data showed that Viramidine failed to meet the efficacy
endpoint on an overall intent-to-treat basis.  The company is
awaiting the results of the ongoing VISER2 Phase III study, which
Moody's expects to be reported during the second half of 2006.

The affirmation of Valeant's B1 rating reflects several key rating
factors outlined in Moody's Global Pharmaceutical Rating
Methodology.  Valeant reported $235 million of cash and short term
investments as of Dec. 31, 2005, and its cash coverage of debt
maps to the "Ba" category.  Valeant's cash cushion helps to offset
relative weak ratios of cash flow from operations to debt and free
cash flow to debt, which would be more indicative of a company
rated B2 or lower.

The rating outlook revision to negative from stable reflects
Moody's belief that development risk associated with Viramidine
has increased following the mixed VISER1 results.  If the
anticipated filing of Viramidine is delayed, then the rating could
be downgraded.  Under such a scenario, the potential risk is
prolonged weakness in free cash flow and cash flow relative to
debt.  The ratings could also be downgraded if cash flow relative
to debt erodes for reasons unrelated to Viramidine.  

Scenarios that could potentially cause a downgrade include:

   (1) an unforeseen decline in key products such as Efudex,
       Bedoyecta, or Diastat; or

   (2) cash-financed acquisitions without near-term cash flow
       benefits.

To consider a ratings upgrade, Moody's would also expect CFO/Debt
sustained in excess of 15% and FCF/Debt in excess of 10%, i.e. the
high ends of the "B" category outlined in our methodology. Moody's
believes that successful approval and launch of Viramidine would
be necessary for Valeant to achieve these ratios.

Ratings affirmed:

   * B1 Corporate Family Rating

   * B1 7% senior notes of $300 million due 2011

Moody's does not rate Valeant's 3% convertible subordinated notes
of $240 million due 2010 or its $4% convertible subordinated notes
of $240 million due 2013.

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International is a global specialty pharmaceutical company with
$823 million of 2005 revenues.


VIASYSTEMS INC: S&P Affirms B Rating & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on St. Louis, Missouri-based Viasystems Inc. and
revised the ratings outlook to positive from stable, following the
company's announcement that it will sell the Wire Harness Division
for about $320 million and apply much of the proceeds to prepay
its term loan.
      
"The ratings continue to reflect a highly fragmented and
competitive printed circuit board (PCB) manufacturing market, the
company's volatile sales and profitability levels through the
business cycle, and high debt leverage," said Standard & Poor's
credit analyst Lucy Patricola.

These partly are offset by the company's transition to low-cost
manufacturing locations and its leading original equipment
manufacturer (OEM) customer base.
     
Viasystems manufactures PCBs for electronics OEMs.  The company's
wire harness division, which serves consumer appliance suppliers
with sales of $374 million for the nine months through
Sept. 30, 2005, is viewed as noncore and will allow the company to
focus on its PCB manufacturing operations.  While the business
unit generated about one-half of the company's EBITDA as of
Sept. 30, 2005 (adjusting for non-recurring losses), leverage will
be reduced following the debt repayment to about 4x.
     
Pro forma for the separation of the wire harness business, PCB
manufacturing represents about 90% of Viasystems' sales.  PCB
demand faces considerable volatility through the business cycle
and, when combined with high fixed PCB manufacturing costs, can
lead to wide profitability swings.  The company, along with the
industry, is migrating capacity to low-cost sites to minimize
costs.  Although Viasystems sells complex PCBs that can command
somewhat higher margins in the marketplace, the:

   * commodity-like nature of the market;
   * ongoing industry overcapacity; and
   * intense competition

likely will result in only modest price improvements over the
intermediate term.


VILLAGES AT SARATOGA: Files Plan & Disclosure Statement in Utah
---------------------------------------------------------------
The Villages at Saratoga Springs, LC, delivered a Disclosure
Statement explaining its Chapter 11 Plan of Liquidation to the
U.S. Bankruptcy Court for the District of Utah on March 22, 2006.

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtor's assets and
distribution of the cash proceeds to its creditors and interest
holders.

The Debtor's principal assets are $8.2 million in cash.  The
Debtor expects that the available cash will be further reduced by
payment of additional administrative expenses and professional
compensation on an ongoing basis as services are rendered.  The
available cash was received from the sale of the Debtor's assets
to Deer Canyon Saratoga, LLC.

The Debtor says that its remaining assets are a contingent payment
of up to $2 million from the sale of the property and some small
prepetition receivables subject to offset by creditors.

                        Treatment of Claims

Under the Plan, all Allowed General Unsecured claims are impaired
and will be paid in full with interest, after the payment, in
full, of all then Allowed Administrative Expense Claims.

Holders of Class A claims will first be paid up to the allowed
amounts of their claims, and then, to the extent there are
sufficient funds to do so, will receive interest on the allowed
amounts of their claims from the Petition Date until the allowed
amount and all interest are paid in full.  

Undisputed Allowed Claims will be paid in full on the Effective
Date.  Disputed Claims will be paid in full upon entry of Court's
final order allowing the claim in fixed amount.

Holders of Equity Interest will receive no distribution and will
be paid their pro rata portions of the Debtors' profits after all
Allowed Class A Claims have been paid in full.  Holders of Class B
interest are impaired.

The Court has scheduled a hearing on Apr. 4, 2006, 10:30 a.m., to
consider the adequacy of the Debtor's Disclosure Statement

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs, LC, filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  Robert Fugal, Esq., at Bird &
Fugal, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$26,002,293 in assets and $15,188,610 in debts.


VITRO S.A.: S&P Downgrades Corporate Credit Rating to B- from B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term local
and foreign currency corporate credit ratings assigned to glass
manufacturer Vitro S.A. de C.V. and its glass containers
subsidiary Vitro Envases Norteamerica S.A. de C.V. (Vena) to 'B-'
from 'B'.  

Standard & Poor's also lowered the long-term national scale
corporate credit rating assigned to Vitro to 'mxBB+' from
'mxBBB-'.  The outlook is negative.
     
Standard & Poor's also lowered the rating assigned to Vitro's
notes due 2013 and Servicios y Operaciones Financieras Vitro S.A.
de C.V. notes due 2007 (which are guaranteed by Vitro) to 'CCC'
from 'CCC+'.  Standard & Poor's also lowered the rating assigned
to Vena's notes due 2011 to 'B-' from 'B'.
      
"The rating action reflects our increased concerns regarding the
group's liquidity," said Standard & Poor's credit analyst Jose
Coballasi.  "Although we acknowledge the group's refinancing
efforts and ongoing initiatives to reduce the debt of the holding
company, the continued weakness in the group's operating cash flow
generation has increased the importance of asset sales as a source
of free operating cash flow to meet upcoming debt maturities,
which total about $650 million over the next two years."
     
The ratings on Vitro reflect the company's high financial leverage
and tight liquidity and the challenging business environment it
faces.  The ratings also reflect the company's leading position in
glass containers and important share in flat glass in Mexico and
its export activities and international operations (particularly
in the U.S.), which contribute about 50% of total revenues.
     
The ratings on Vena remain equalized with those of its parent
company, reflecting the latter's ability and incentive to burden
the company with liabilities thanks to its 100% equity interest in
Vena.
     
Monterrey, Mexico-based Vitro, through its subsidiary companies,
is Mexico's leading glass producer.  Vitro is a major participant
in three principal businesses:

   * flat glass,
   * glass containers, and
   * glassware.

Vitro also produces raw materials and equipment and capital goods
for industrial use.
     
The negative outlook reflects Standard & Poor's concerns regarding
Vitro's reliance on its asset sales and refinancing efforts to
meet upcoming debt maturities.  Further weakness in the group's
liquidity and financial performance would lead to a negative
rating action.  Actions that effectively reduce the group's debt
burden and/or a significant improvement in its operating and
financial performance could lead to a positive rating action.


* Alvarez & Marsal Hires James Decker as Managing Director
----------------------------------------------------------
Global professional services firm Alvarez & Marsal signaled its
intent to expand the firm's corporate finance capabilities with
the addition of veteran investment banker James D. Decker and his
long-standing team of seasoned professionals.  Mr. Decker and his
team are based in the firm's Atlanta office and join A&M's
Corporate Finance professionals located in New York and Phoenix.

Mr. Decker joins A&M as a managing director to help build the
firm's footprint and capabilities in M&A, financings and corporate
restructurings, for which the firm has been responding to
increased demand in recent years.  For the past seven years, Mr.
Decker was a managing director at the investment-banking firm of
Houlihan Lokey Howard & Zukin.  As co-head of Houlihan Lokey's
Atlanta-based Southeast region, he served clients throughout the
country on a broad range of transactions involving mergers,
acquisitions, corporate restructurings and financings.

"Alvarez & Marsal provides sophisticated financial advisory
services to middle market and large cap clients involved in
complex situations," George Varughese, a managing director of
A&M's Corporate Finance Group who is based in New York, said.  
"With the addition of Jim and his team of talented professionals,
all of whom bring great track records in investment banking, we
are making a strong statement about our ability to serve private
and public companies on a broader scale.  Jim and I will work
together with our team to aggressively grow our practice and make
our capabilities in M&A, corporate restructurings and financings
an even more integral part of the suite of services A&M delivers
to its clients."

"I am delighted to join Alvarez & Marsal, and look forward to
working with George Varughese to build a world-class corporate
finance function on the firm's privately held, owner-operated
platform," said Mr. Decker.  "Because of its operational heritage,
A&M is one of the few firms today that is ideally positioned to
deliver an integrated financial advisory services offering, one
that blends transactional expertise with operating resources to
help clients improve profitability and increase value.  George and
I believe this is an innovative approach to corporate finance, and
one that will be very compelling in the market.  Whether working
in a distressed environment or assisting healthier companies with
an array of strategic transactions, we are committed to bringing
top tier expertise on board to lead deals, raise capital and
evaluate restructuring alternatives."

Mr. Decker brings more than more than 17 years of investment
banking experience with a primary focus on middle market M&A,
financing and restructuring advisory services.  He has initiated
and completed a variety of transactions including restructurings,
reorganizations, exclusive sale assignments, acquisitions,
divestitures, debt and equity financings, management buyouts,
leveraged buyouts, recapitalizations, valuations, and fairness
opinions.  During his career, he has completed in excess of 150
transactions across a variety of industries.  He holds an MBA from
The Wharton School and a bachelor's degree from Vanderbilt
University.

Also joining from Houlihan Lokey are:

     * Kevin Vermillion, senior director;
     * Jay Jacquin, director;
     * Porter Jones, associate; and
     * Angela Ulrich, analyst.

In addition, Vineet Batra and Eli Braun recently joined as a
director and analyst in the New York-based Corporate Finance Group
working with George Varughese and Tim Hughes, a director, as well
as Marc Liebman, a managing director based in Phoenix.

As a registered NASD broker-dealer, Alvarez & Marsal's Corporate
Finance group represents both buyers and sellers in M&A
transactions, financings and restructurings, primarily involving
middle market companies.  Providing a one-stop solution, the
firm's services include due diligence, valuation, negotiation,
documentation, fairness opinions, and, ultimately, execution.  
Having a thorough understanding of the broad market complexities,
regulatory intricacies and subtle nuances that can make or break a
deal, A&M guides clients through the process from conception to
closing.

                     About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex financial, operational and organizational
challenges.  The firm employs a distinctive hands-on approach by
working closely with clients, management and stakeholders to
resolve problems and implement solutions.  Founded in 1983,
Alvarez & Marsal draws on its strong operational heritage to
provide specialized services, including: Turnaround Advisory,
Crisis and Interim Management, Performance Improvement, Creditor
Advisory, Global Corporate Finance, Dispute Analysis and
Forensics, Tax Advisory, Business Consulting, Real Estate Advisory
and Transaction Advisory.  A network of experienced professionals
in the US, Europe, Asia and Latin America, enables the firm to
deliver on its proven reputation for leadership, problem solving
and value creation.


* BOND PRICING: For the week of Mar. 20 - Mar. 24, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    61
Adelphia Comm.                        7.750%  01/15/09    65
Adelphia Comm.                        7.875%  05/01/09    63
Adelphia Comm.                        8.125%  07/15/03    63
Adelphia Comm.                        8.375%  02/01/08    64
Adelphia Comm.                        9.250%  10/01/02    64
Adelphia Comm.                        9.375%  11/15/09    67
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    60
Adelphia Comm.                        9.875%  03/01/07    63
Adelphia Comm.                       10.250%  06/15/11    67
Adelphia Comm.                       10.250%  11/01/06    62
Adelphia Comm.                       10.500%  07/15/04    66
Adelphia Comm.                       10.875%  10/01/10    61
AHI-Dflt07/05                         8.625%  10/01/07    71
Allegiance Tel.                      11.750%  02/15/08    30
Allegiance Tel.                      12.875%  05/15/08    13
Amer & Forgn Pwr                      5.000%  03/01/30    72
Amer Color Graph                     10.000%  06/15/10    71
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Anvil Knitwear                       10.875%  03/15/07    50
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    70
Armstrong World                       6.500%  08/15/05    72
Armstrong World                       7.450%  05/15/29    72
Armstrong World                       9.000%  04/17/01    62
Arvin Capital I                       9.500%  02/01/27    70
Asarco Inc.                           7.875%  04/15/13    65
Asarco Inc.                           8.500%  05/01/25    72
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    17
Atlas Air Inc                         8.010%  01/02/10    61
Autocam Corp.                        10.875%  06/15/14    67
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    50
Avondale Mills                       10.250%  07/01/13    72
Banctec Inc                           7.500%  06/01/08    71
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Budget Group Inc.                     9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    58
CCH II/CCH II CP                     10.250%  01/15/10    56
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    66
Charter Comm Hld                      9.625%  11/15/09    66
Charter Comm Hld                     10.000%  04/01/09    66
Charter Comm Hld                     10.000%  05/15/11    51
Charter Comm Hld                     10.750%  10/01/09    67
Charter Comm Hld                     11.125%  01/15/11    53
Charter Comm Inc                      5.875%  11/16/09    69
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    52
CIH                                  10.000%  05/15/14    51
CIH                                  10.000%  05/15/14    53
CIH                                  11.125%  01/15/14    54
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    33
Comcast Corp.                         2.000%  10/15/29    41
Compudyne Corp                        6.250%  01/15/11    75
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    25
CPNL-Dflt12/05                        7.625%  04/15/06    52
CPNL-Dflt12/05                        7.750%  04/15/09    58
CPNL-Dflt12/05                        7.750%  06/01/15    26
CPNL-Dflt12/05                        7.875%  04/01/08    54
CPNL-Dflt12/05                        8.500%  02/15/11    37
CPNL-Dflt12/05                        8.625%  08/15/10    39
CPNL-Dflt12/05                        8.750%  07/15/07    59
CPNL-Dflt12/05                       10.500%  05/15/06    57
Cray Inc.                             3.000%  12/01/24    73
Cray Research                         6.125%  02/01/11    35
Curagen Corp.                         4.000%  02/15/11    75
Curative Health                      10.750%  05/01/11    61
Dal-Dflt09/05                         9.000%  05/15/16    28
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    46
Delco Remy Intl                      11.000%  05/01/09    51
Delphi Corp                           6.500%  08/15/13    65
Delphi Trust II                       6.197%  11/15/33    42
Delta Air Lines                       2.875%  02/18/24    26
Delta Air Lines                       7.541%  10/11/11    69
Delta Air Lines                       7.700%  12/15/05    26
Delta Air Lines                       7.900%  12/15/09    27
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.187%  10/11/17    69
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    28
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       8.540%  01/02/07    71
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    70
Delta Air Lines                       9.250%  03/15/22    27
Delta Air Lines                       9.320%  01/02/09    56
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.750%  05/15/21    27
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    46
Delta Air Lines                      10.000%  06/05/11    59
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    28
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    28
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    27
Delta Air Lines                      10.500%  04/30/16    75
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Duane Reade Inc                       9.750%  08/01/11    74
Dura Operating                        9.000%  05/01/09    49
Dura Operating                        9.000%  05/01/09    51
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    65
Exodus Comm. Inc.                    11.250%  07/01/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    62
Federal-Mogul Co.                     7.375%  01/15/06    42
Federal-Mogul Co.                     7.500%  01/15/09    41
Federal-Mogul Co.                     8.160%  03/06/03    30
Federal-Mogul Co.                     8.250%  03/03/05    38
Federal-Mogul Co.                     8.330%  11/15/01    37
Federal-Mogul Co.                     8.370%  11/15/01    35
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.800%  04/15/07    40
Finova Group                          7.500%  11/15/09    33
FMXIQ-DFLT09/05                      13.500%  08/15/05    41
Foamex L.P.-DFLT                      9.875%  06/15/07    40
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    68
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    70
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.650%  01/21/14    72
Ford Motor Cred                       5.750%  01/21/14    72
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.900%  02/20/14    73
Ford Motor Cred                       6.000%  01/20/12    75
Ford Motor Cred                       6.000%  01/20/15    73
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    72
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    74  
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  03/20/14    74
Ford Motor Cred                       6.050%  04/21/14    73
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    74
Ford Motor Cred                       6.150%  01/20/15    74
Ford Motor Cred                       6.150%  12/22/14    74
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.250%  01/20/15    74
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       6.250%  04/21/14    73
Ford Motor Cred                       6.500%  03/20/15    72
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.125%  07/15/13    75
General Motors                        7.400%  09/01/25    69
General Motors                        7.700%  04/15/16    73
General Motors                        8.100%  06/15/24    72
General Motors                        8.250%  07/15/23    72
General Motors                        8.375%  07/15/33    74
General Motors                        8.800%  03/01/21    73
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.250%  01/15/14    72
GMAC                                  5.350%  01/15/14    74
GMAC                                  5.700%  06/15/13    74
GMAC                                  5.700%  10/15/13    74
GMAC                                  5.700%  12/15/13    75
GMAC                                  5.750%  01/15/14    74
GMAC                                  5.900%  01/15/19    73
GMAC                                  5.900%  02/15/19    70
GMAC                                  5.900%  10/15/19    72
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  03/15/19    70
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    69
GMAC                                  6.000%  09/15/19    70
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.000%  12/15/13    74
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  10/15/19    72
GMAC                                  6.100%  09/15/19    74
GMAC                                  6.125%  10/15/19    74
GMAC                                  6.150%  08/15/19    73
GMAC                                  6.150%  09/15/19    74
GMAC                                  6.150%  10/15/19    73
GMAC                                  6.200%  04/15/19    72
GMAC                                  6.250%  01/15/19    74
GMAC                                  6.250%  04/15/19    71
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    75
GMAC                                  6.250%  12/15/19    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.350%  07/15/19    71
GMAC                                  6.400%  11/15/19    75
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  01/15/20    74
GMAC                                  6.500%  02/15/20    75
GMAC                                  6.500%  06/15/18    75
GMAC                                  6.500%  11/15/18    74
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.600%  05/15/18    75
GMAC                                  6.600%  06/15/19    71
GMAC                                  6.600%  06/15/19    74
GMAC                                  6.650%  02/15/20    74
GMAC                                  6.700%  06/15/19    74
GMAC                                  6.700%  08/15/16    74
GMAC                                  6.750%  03/15/20    72
GMAC                                  6.750%  10/15/18    72
GMAC                                  6.800%  10/15/18    73
GMAC                                  7.000%  06/15/22    74
GMAC                                  7.000%  11/15/24    73
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    69
Gulf Mobile Ohio                      5.000%  12/01/56    74
Home Prod Intl                        9.625%  05/15/08    74
Horizon Fin Corp                     11.750%  05/08/09     0
Inland Fiber                          9.625%  11/15/07    63
Insight Health                        9.875%  11/01/11    55
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    24
Iridium LLC/CAP                      13.000%  07/15/05    25
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    57
Jordan Industries                    10.375%  08/01/07    55
Kaiser Aluminum & Chem.               9.875%  02/15/02    52
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              10.875%  10/15/06    52
Kaiser Aluminum & Chem.              12.750%  02/01/03    11
Kevco Inc                            10.375%  12/01/07     0
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    12
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    52
Kmart Funding                         9.440%  07/01/18    37
Lehman Bros Hldg                     11.000%  10/25/17    75
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    62
Lifecare Holding                      9.250%  08/15/13    58
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Merisant Co                           9.500%  07/15/13    67
Mosler Inc                           11.000%  04/15/03     0
Movie Gallery                        11.000%  05/01/12    46
MSX Int'l Inc.                       11.375%  01/15/08    69
Muzak LLC                             9.875%  03/15/09    55
Natl Steel Corp.                      8.375%  08/01/06     8
New Orl Grt N RR                      5.000%  07/01/32    71
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    68
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
Northwest Airlines                    6.625%  05/15/23    45
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    44
Northwest Airlines                    7.875%  03/15/08    47
Northwest Airlines                    8.130%  02/01/14    62
Northwest Airlines                    8.700%  03/15/07    45
Northwest Airlines                    8.875%  06/01/06    45
Northwest Airlines                    8.970%  01/02/15    37
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    46
Northwest Airlines                   10.000%  02/01/09    45
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc.                    10.750%  03/01/14    73
Nutritional Src.                     10.125%  08/01/09    60
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    15
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                      10.750%  06/01/08     0
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/05    10
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    26
Pliant-DFLT/06                       13.000%  06/01/10    30
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Pope & Talbot                         8.375%  06/01/13    69
Pope & Talbot                         8.375%  06/01/13    72
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    58
Primus Telecom                        3.750%  09/15/10    40
Primus Telecom                        8.000%  01/15/14    68
Primus Telecom                       12.750%  10/15/09    74
Read-Rite Corp.                       6.500%  09/01/04    13
Refco Finance                         9.000%  08/01/12    52
Reliance Group Holdings               9.000%  11/15/00    18
Reliance Group Holdings               9.750%  11/15/03     0
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    67
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    56
Scotia Pac Co                         7.110%  01/20/14    75
Silverleaf Res                        8.000%  04/01/10    35
Solectron Corp.                       0.500%  02/15/34    75
Source Media Inc.                    12.000%  11/01/04     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    57
Teligent Inc                         11.500%  12/01/07     0
Thermadyne Holdings                  12.500%  06/01/08     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    74
Trans Mfg Oper                       11.250%  05/01/09    65
Tribune Co                            2.000%  05/15/29    72
Trism Inc                            12.000%  02/15/05     0
Triton Pcs Inc.                       8.750%  11/15/11    68
Triton Pcs Inc.                       9.375%  02/01/11    68
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/05    73
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
Univ Health Svcs                      0.426%  06/23/20    57
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     8
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.900%  01/01/49     3
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Wachovia Corp                        13.000%  02/01/07    65
WCI Steel Inc.                       10.000%  12/01/04    68
Werner Holdings                      10.000%  11/15/07    23
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Williams Commun                      10.875%  10/01/09     0
Winsloew Furniture                   12.750%  08/15/07    15
Winstar Comm                         12.750%  04/15/10     0
World Access Inc.                    13.250%  01/15/08     5

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


                    *** End of Transmission ***