TCR_Public/060403.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, April 3, 2006, Vol. 10, No. 79

                             Headlines

ACANDS INC: Court Extends Plan-Filing Period to June 14
ADELPHIA CABLEVISION: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Court Approves QVC Settlement Agreement
ADELPHIA COMMS: Wants Discovery on Six Proceedings Stayed
ADELPHIA COMMS: Wants Help from S&P's CVC on Additional Lawsuits

ADVOCAT INC: BDO Seidman Raises Going Concern Doubt over Default
AGA MEDICAL: S&P Puts B+ Rating on $240 Million Credit Facility
ALAN SCHOENFELD: Case Summary & 3 Largest Unsecured Creditors
ALDERWOODS GROUP: S&P Raises Corp. Credit Rating to BB- from B+
AMERICAN AIRLINES: Amends $772 Mil. Citicorp Credit Facility

AMI HOLDINGS: Angiotech Merger Prompts S&P to Withdraw B+ Ratings
AMPEX CORP: Balance Sheet Upside-Down by $114 Mil. at December 31
APPLETON PAPERS: S&P Lowers Corporate Credit Rating to BB- from BB
ARTEMIS INTERNATIONAL: Posts $4 Million Net Loss in 2005
ATA AIRLINES: Settles Claim Dispute with BOA, Fleet & TransAmerica

AZTAR CORP: Colony Submits $41 per Share Purchase Offer
BASIC ENERGY: S&P Puts B Rating on $200 Million Unsecured Notes
BIOMARIN PHARMA: Gets $295MM from Common Stock and Sr. Notes Sale
BIRCH TELECOM: Court Okays Assumption of Contracts & Leases
BLYTH INC: S&P Downgrades Corporate Credit & Debt Ratings to BB-

BUCKEYE TECHNOLOGIES: Expects to Breakeven in 2006 First Quarter
CARMIKE CINEMAS: Filing Delay Cues S&P to Put B Rating on Watch
CANWEST MEDIAWORKS: S&P Removes B- Sub. Debt Rating from Watch
CENTERPOINT ENERGY: Earns $252 Million in 2005 Fiscal Year
CKE RESTAURANTS: Board Declares $0.04 Dividend Per Common Share

CORNELL COMPANIES: Releases Financials for Year Ended December 31
DANA CORPORATION: Suspends Annual Shareholders Meeting
DAIWA SECURITIES: Fitch Affirms & Withdraws Individual C Rating
DELPHI CORP: Outlines Transformation Plan to Regain Profitability
DELPHI CORP: Union Voices Concerns Over Proposed CBA Rejection

DIRECTVIEW INC: Closes $1.2MM Pvt. Placement of Convertible Debt
DOMINION RESOURCES: Weak Performance Cues Moody's to Cut Ratings
DUKE ENERGY: Moody's Reviewing Long-Term Ratings for Upgrade
DYNEGY HOLDINGS: Moody's Puts B2 Rating on Proposed $750MM Notes
ECHOSTAR COMMS: TiVo Says Dish Had Access to Set-Top Technology

ENRON CORP: Settles Disputes Over Stonehill's Multi-Mil. Claims
ENVIRONMENTAL SYSTEMS: Moody's Holds B2 Rating on $5M Credit Pact
FEDERAL-MOGUL: Can Transfer Equity Interests in Chinese Units
FERRO CORP: Inks Commitment Letter for $700 Mil. Credit Facility
FERRO CORP: S&P Downgrades Corporate Credit Rating to B+ from BB

FRESENIUS MEDICAL: Renal Merger Prompts S&P to Lower Rating to BB
GARDENBURGER INC: Emerges From Chapter 11 Protection
GENERAL MOTORS: District Court Approves UAW Health Care Settlement
GENERAL MOTORS: Glum Over Delphi's Bid to Reject Supply Contracts
GENERAL MOTORS: Reduced Liquidity Prompts Moody's to Cut Ratings

GRANITE BROADCASTING: Reports 4th Qtr & Full Year Fin'l Results
INTERSTATE BAKERIES: Wants Plan-Filing Period Stretched to Sept.
J.G. WENTWORTH: Moody's Rates $200 Mil. Term Loan at B2
JAG MEDIA: Posts $737,461 Net Loss in Second Quarter Ended Jan. 31
KAISER ALUMINUM: Court OKs Summary Judgment on Clark Public Claims

KAISER ALUMINUM: Hires Perkins as Ordinary Course Professional
KAISER ALUMINUM: Restatement Raises Operating Income by $13.1 Mil.
KMART CORP: Settles Disability Access Suit for $13 Million
KMART CORP: Wants Procedures Established to Terminate Any Rights
LONDON FOG: Court Approves $40 Million DIP Financing by Wachovia

LUCENT TECH: Inks Merger Deal with Alcatel
MASTEC INC: Incurs $14.6 Million Net Loss for Fiscal Year 2005
MAYTAG CORP: Whirlpool Completes $2.6 Billion Purchase
MAYTAG CORP: S&P Raises Sr. Unsec. Debt Ratings to BBB from BB+
MERISTAR HOSPITALITY: Launches Cash Tender Offers of Senior Notes

NATIONAL MENTOR: S&P Puts B+ Corp. Credit Rating on Negative Watch
NOBEX CORPORATION: Charles Dimmler Approved as Chairman and CEO
NORD RESOURCES: Holding Annual Stockholders' Meeting on May 15
OMEGA HEALTHCARE: Sets May 3 Deadline for Sr. Notes Exchange Offer
PARMALAT SPA: Bank of America To File Claims for More Than $1 Bil.

PAYLESS SHOESOURCE: Earns $66.4 Million in Fiscal Year 2005
PENN TRAFFIC: Lenders Extend Deadline for Financials Until June 30
PROSOFT LEARNING: January 31 Balance Sheet Upside-Down by $4.1MM
REFCO INC: Responds to FXCM Decision to Pull Out From RefcoFX Deal
REMOTE DYNAMICS: Board Panel Hires KBA to Audit 2006 Financials

SCIENTIFIC GAMES: Earns $75.3 Million in Fiscal Year 2005
SCIENTIFIC GAMES: Moody's Rates Amended Credit Facilities at Ba2
SPORTS AUTHORITY: S&P Rates Proposed $225 Million Term Loan at B
STANDARD PACIFIC: Fitch Rates Proposed $300 Million Loans at BB
STAR GAS: Inks Second Amendment to Kestrel Unit Purchase Agreement

STARWOOD HOTELS: Moody's Confirms Ba1 Ratings on $1.8 Bil. Bonds
STELCO INC: Emerges from CCAA Supervised Restructuring
STEWART ENT: S&P Downgrades Senior Unsecured Notes' Rating to B+
TEAM FINANCE: Reports Fourth Quarter and Fiscal Year 2005 Results
TRM CORP: Units Have Until June 15 to Comply with Loan Covenants

US AIRWAYS: S&P Assigns B Rating to $1.1 Billion Credit Facility
USG CORP: Tort Claimants Say Disclosure Statement is Inadequate
USG CORP: Wants to Hire Howrey as Intellectual Property Counsel
USG CORP: Wants Until September 1 to Make Lease-Related Decisions
USI HOLDINGS: Board Adopts New Stock Repurchase Plan

VERASUN ENERGY: S&P Puts B- Corp. Credit & Notes Ratings on Watch
VIASYSTEMS: $320 Mil. Francisco Deal Cues Moody's to Hold Ratings
VISANT HOLDING: S&P Rates $350 Million Sr. Unsecured Notes at B-
WALTER INDUSTRIES: Earns $2.1 Billion in Fiscal Year 2005

* Ernst & Young Launches Global Fraud Investigation Service
* Imperial Capital Appoints Timothy O'Connor as Managing Director
* Jefferies & Co. Hires Steven Strom as Managing Director

* BOND PRICING: For the week of Mar. 27 - Mar. 31, 2006

                             *********

ACANDS INC: Court Extends Plan-Filing Period to June 14
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time within which ACandS, Inc., has the exclusive right to
file a Chapter 11 plan, through and including the earlier of the
effective date of its plan or June 14, 2006.

The Debtor also has until the earlier of the plan effective date
or Sept. 19, 2006, to solicit acceptances of that plan from its
creditors.

As reported in the Troubled Company Reporter on Feb. 23, 2006, the
Debtor wanted to preserve its exclusive period to file a plan to
allow for any alternative structure that may result from
continuing negotiations.

The extension, the Debtor said, will result in a more efficient
use of its estate assets and resources.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  Kathleen Campbell Davis,
Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC,
represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $100 million.

                    Chapter 11 Plan Update

As previously reported, Judge Fitzgerald approved the adequacy
of the Debtor's Amended Disclosure Statement explaining their
proposed Plan of Reorganization on Oct. 3, 2003.  On Jan. 26,
2004, Judge Fitzgerald entered Proposed Findings of Fact and
Conclusions of Law Re Chapter 11 Plan Confirmation (Doc. 979),
recommending that the U.S. District Court deny confirmation
of the Debtor's Plan.  On Feb. 5, 2004, the Debtor and the
Official Committee of Asbestos Personal Injury Claimants jointly
filed with the District Court an objection to the Bankruptcy
Court's Proposed Findings.  In that filing, the Debtor and the
Committee asked the District Court to reject the Bankruptcy
Court's Findings and Conclusions and confirm the proposed
chapter 11 plan.


ADELPHIA CABLEVISION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Adelphia Cablevision Associates of Radnor, L.P.
        c/o Adelphia Communications, Inc.
        5619 DTC Parkway
        Greenwood Village, Colorado 80111

Bankruptcy Case No.: 06-10622

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                            Case No.
      ------                                            --------
      Adelphia Cablevision of West Palm Beach, LLC      06-10623
      Adelphia Cablevision of West Palm Beach II, LLC   06-10624
      Cablevision Business Services, Inc.               06-10625
      Century MCE LLC                                   06-10626
      Desert Hot Springs Cablevision Inc.               06-10627
      Henderson Community Antenna Television, Inc.      06-10628
      Highland Carlsbad Cablevision, Inc.               06-10629
      Highland Carlsbad Operating Subsidiary, Inc.      06-10630
      Highland Prestige Georgia, Inc.                   06-10631
      Highland Video Associates, LP                     06-10632
      Hilton Head Communications, LP                    06-10633
      Ionian Communications, LP                         06-10634
      Montgomery Cablevision Associates, LP             06-10635
      Prestige Communications, Inc.                     06-10636
      OFE I, LLC                                        06-10637
      OFE II, LLC                                       06-10638
      Olympus MCE I, LLC                                06-10639
      Olympus MCE II, LLC                               06-10640
      UCA MCE I, LLC                                    06-10641
      UCA MCE II, LLC                                   06-10642

Type of Business: The Debtors are subsidiaries of Adelphia
                  Communications Corporation, which previously
                  filed for chapter 11 protection on June 25, 2005
                  (Bankr. S.D. N.Y., Case No. 02-41729).

                  Adelphia Communications Corp. is one of the
                  largest providers of analog and digital video
                  services, high-speed Internet access, and other
                  services over its broadband networks.
                  See http://www.adelphia.com/

Chapter 11 Petition Date: March 31, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Marc Abrams, Esq.
                  Paul V. Shalhoub, Esq.
                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, New York 10019-6099
                  Tel: (212) 728-8000
                  Fax: (212) 728-8111

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

The filing Debtors did not file a list of their largest unsecured
creditors.


ADELPHIA COMMS: Court Approves QVC Settlement Agreement
-------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve their settlement agreement with QVC, Inc., and two of its
subsidiaries, Affiliate Relations Holdings, Inc., and Affiliate
Sales and Marketing, Inc.

Adelphia Communications Corporation and Affiliate Sales were
parties to a Retail Service Affiliation Agreement and related
letter agreement, each dated October 1, 2001.  The Affiliation
Agreement governs the terms and conditions for ACOM's carriage
and distribution of the home shopping television-programming
service distributed by Affiliate Sales known as "QVC."

ACOM and Affiliate Relations disagree as to ACOM'S obligation, if
any, to distribute certain QVC promotional announcements and
materials pursuant to the Affiliation Agreement.

Affiliate Relations alleges that it has a claim against ACOM for
the failure to run the promotions for the period up to December
2005.  ACOM, on the other hand, asserts a claim against Affiliate
Relations for certain commissions payable to ACOM for the period
February to September 2004.

In addition, ACOM and Affiliate Relations disagree as to whether
Affiliate Relations owes ACOM other consideration under other
provisions of the Affiliation Agreement.

The parties now seek to mutually resolve all claims related to:

   a. Affiliate Relations' claims related to ACOM's alleged
      failure to distribute certain Promotions; and

   b. ACOM's claims related to Affiliate Relations' alleged
      failure to pay ACOM the Commission Amount and other
      Additional Fees.

Pursuant to the Settlement Agreement, Affiliate Relations has
agreed to pay Adelphia the Commission Amount and the other
Additional Fees minus an amount attributable to the Promotions
Claim.  The Parties also agree to execute a mutual release with
respect to the Claims.

The ACOM Debtors also seek the Court's permission to file the
Settlement Agreement under seal.

The ACOM Debtors believe that the Settlement Agreement contains
competitive and propriety information about ACOM's and Affiliate
Relations' operations.  Disclosure of the Settlement Agreement's
terms may negatively affect ACOM's ability to negotiate favorable
agreements and settlements with other third parties, Paul V.
Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York,
asserts.

Judge Gerber approves the Settlement Agreement and permits ACOM
to file the Agreement under seal.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants Discovery on Six Proceedings Stayed
---------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
stay discovery in six adversary proceedings for at least 30 days:

   1. Adelphia Communications Corp., et al. vs. Prestige
      Communications of NC, Inc., et al., Adv. Proc. No. 04-03293
      (GCM)

      On June 24, 2004, the ACOM Debtors and the Official
      Committee of Unsecured Creditors filed a complaint against
      the former owners of the Prestige Cable systems, who sold
      the systems to ACOM and to a Rigas family entity, in a
      transaction completed in July 2000.  The complaint alleges
      constructive and intentional fraudulent transfer, and
      aiding and abetting breach of fiduciary duty against the
      Prestige Defendants.

      Currently, the matter is in active discovery, including a
      scheduled taking of the ACOM Debtors' F.R.C.O. 30(b)(6)
      depositions.  Discovery will conclude in September 2006.

   2. Adelphia Communications Corp., et al. vs. FPL Group, Inc.,
      et al., Adv. Proc. No. 04-03295 (REG)

      On June 24, 2004, the ACOM Debtors and the Creditors
      Committee filed a complaint against FPL Group and West Boca
      Security alleging constructive fraudulent transfer from
      ACOM's repurchase of a substantial number of shares of ACOM
      stock from FPL.

      Currently, the matter is in the early stage of discovery.
      No depositions have been taken or are scheduled.

   3. Gerald Dibbern v. Adelphia Communications Corp., et al.,
      Adv. Proc. No. 02-08074 (REG)

      On August 30, 2002, Gerald Dibbern, individually and
      purportedly on behalf of a class of similarly situated
      subscribers nationwide, commenced an adversary proceeding
      in the Bankruptcy Court against ACOM.  In general, Mr.
      Dibbern and the class alleged that:

      -- ACOM charges subscribers for cable set-top box equipment
         that is not necessary for subscribers receiving only
         basic cable service or having cable-ready televisions;
         and

      -- ACOM failed to adequately notify affected subscribers
         that they no longer needed to rent the equipment.

      Mr. Dibbern has served a production of documents request
      and a notice of deposition identifying a number of broad
      topics.  ACOM has served responses to Mr. Dibbern's
      production request but has not yet produced any documents
      or scheduled any depositions.

   4. ML Media Partners, L.P. v. Century/ML Cable Venture, et
      al., Adv. Proc. No. 02-02544 (REG)

   5. In re Century/ML Cable Venture, Chapter 11 Case No.
      02-14838 (REG)

      The ML Media complaint was filed on June 13, 2002, while
      the Century/ML complaint was filed on September 30, 2002.

      Terence K. McLaughlin, Esq., at Willkie Farr & Gallagher,
      in New York, relates that the Bankruptcy Court has presided
      over those actions for quite some time and is familiar with
      the nature of the claims and the proceedings to date.

      Certain discovery remains in the actions.  The Court's
      recent adjournment of the trial date for the ML Media
      action to June 26, 2006, provides an ample buffer to
      complete discovery well in advance of the trial
      notwithstanding the entry of any stay.

   6. Downey and the Estate of Across Media Networks, LLC v.
      Adelphia Communications Corp., Chapter 11 Case No. 02-41729
      (REG)

      The Downey Litigation began in Colorado State Court on
      February 12, 2001, and ultimately was transferred to the
      Bankruptcy Court, resulting from ACOM's Bankruptcy.

      The parties are scheduled to jointly depose Credit Suisse
      First Boston on April 4 and 5, 2006.  Mr. McLaughlin
      informs the Bankruptcy Court that there will likely be
      other discovery but no dates are pending.

The ACOM Debtors reserve their right to seek an extension of the
stay, as needed, in 30-day increments.

Mr. McLaughlin tells the Court that to preserve the sale of
substantially all of the ACOM Debtors' assets to Time Warner
Inc., and Comcast Corporation for approximately $17,600,000,000
and avoid a break-up fee of nearly $450,000,000, the ACOM Debtors
must confirm a plan of reorganization well in advance of the
July 31, 2006 Closing Deadline in the relevant agreements.

According to Mr. McLaughlin, nearly all of the ACOM Debtors'
management and bankruptcy counsel's efforts have been focused on
attaining that goal over the last several months.  "All of this
has created an enormous strain on the [ACOM] Debtors' management
personnel."

Mr. McLaughlin tells the Court that in addition to the
"comprehensive and extremely compressed" discovery, the ACOM
Debtors must also continue to dedicate both employee and
professional resources to a "major ongoing litigation" being
conducted pursuant to the Order in Aid of Confirmation dated
August 4, 2005.  The litigation involves a multi-billion dollar
dispute between major creditor constituents on a host of issues
and consists of a series of five trials, each addressed to a
discrete set of the issues.

The ACOM Debtors must now focus almost exclusively on the
confirmation of their Plan of Reorganization and consummating the
Time Warner and Comcast agreements, Mr. McLaughlin contends.
"Adding additional work related to litigation not connected to
confirmation will place enormous and unnecessary strain on the
[ACOM] Debtors' efforts."

A short delay in discovery in the Adversary Proceedings will not
prejudice the non-Debtor parties, Mr. McLaughlin asserts.

                            Responses

Downey and the Estate of Across Media Networks LLC do not object
to the requested stay.  However, they ask the Court to direct the
ACOM Debtors' counsel to promptly confer and cooperate in the
setting of a new trial date and new discovery and expert
deadlines, so that a realistic schedule may be established for
the ultimate liquidation of their claims.

The Estate of Century/ML through ML Media Partners, as assignee
of the claims of Century/ML and Century/ML Cable Corporation,
complains that the ACOM Debtors' request is overbroad as it
relates to the estate of Century/ML.  The balancing of the harms
to the parties favors denial of the ACOM Debtors' request,
Century/ML asserts.

ML Media opposes the ACOM Debtors' proposed temporary restraining
order because:

   -- the ACOM Debtors have not attempted to demonstrate how or
      why a blanket stay is necessary to prevent any harm to the
      confirmation process, other than in the most conclusory
      terms;

   -- discovery of the ML Media complaint is largely concluded,
      and to the very limited extent that it is not, will not
      involve the ACOM Debtors' "management" or is scheduled to
      occur after the 30-day period of ACOM's stay in any event;
      and

   -- it is not clear if the ACOM Debtors' request encompasses
      its ongoing discovery obligations in connection with the
      proofs of claims filed by Century/ML or ML Media against
      the Debtors.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants Help from S&P's CVC on Additional Lawsuits
----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
previously employed Standard & Poor's Corporate Value Consulting,
now known as Duff & Phelps, LLC, to provide them litigation
consulting services in the adversary proceeding, ML Media
Partners, L.P. v. Century/ML Cable Venture, Adelphia
Communications Corp., Highland Holdings and Century Communications
Corp., Adversary No. 02-02544.

Allen M. Pfeiffer, a managing director of Duff & Phelps, informs
the Court that the ACOM Debtors have asked the firm to provide
litigation consulting services on additional litigation matters.
Mr. Pfeiffer's affidavit does not specify what these additional
litigation matters are.

Accordingly, the ACOM Debtors seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to expand
the scope of Duff & Phelps' employment, nunc pro tunc to
December 5, 2005.

Mr. Pfeiffer reassures the Court that Duff and Phelps is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and as modified by Section 1107(b) of the
Bankruptcy Code.

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 124;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVOCAT INC: BDO Seidman Raises Going Concern Doubt over Default
----------------------------------------------------------------
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2005.

The Company is not in compliance with certain debt covenants that
allow the holders to demand immediate repayment.  It has limited
resources, including working capital, available to fund the
reserve recorded for retained professional liability risk and to
meet its debt service requirements during 2006.

The Company has $31.5 million of scheduled debt maturities
(including short term debt, settlement promissory notes and
current portions of long term debt) during 2006, and is in default
of certain debt covenants contained in debt agreements that
allow the holders of substantially all of the Company's debt to
demand immediate repayment.

The Company has not obtained waivers of its non-compliance.
Although the Company does not anticipate that demands will be
made, the continued forbearance on the part of the Company's
lenders cannot be assured.  If the Company's lenders force
immediate repayment, the Company would not be able to repay the
related debt outstanding.

Accordingly, the Company has classified the related debt principal
amounts as current liabilities in the accompanying consolidated
financial statements as of December 31, 2005.  Of the total $31.5
million of matured or scheduled debt maturities during the next
twelve months, the Company intends to repay approximately $4.0
million from cash generated from operations and will attempt to
refinance the remaining balance.

Advocat has entered into an agreement to sell 11 assisted living
facilities for $11.0 million.  These facilities secure loans with
an outstanding balance of approximately $17.7 million as of
December 31, 2005, and the net proceeds from the sale of the
facilities will be used to repay this debt.  The Company has
entered into negotiations with the lender to refinance the
remaining balance of this debt, but no assurances can be given
that these negotiations will be successful.

Events of default under the Company's debt agreements could lead
to additional events of default under the Company's lease
agreements covering a majority of its nursing centers.  A default
in the lease agreements allows the lessor the right to terminate
the lease agreements and assume operating rights with respect to
the leased properties.  The net book value of property and
equipment, including leasehold improvements, related to these
facilities total approximately $4.2 million as of December 31,
2005.  A default in these lease agreements also allows the holder
of the Series B Redeemable Convertible Preferred Stock the right
to require the Company to redeem the stock.

                           Net Income

Net income from continuing operations for 2005 was $30.6 million
compared to $12.5 million in 2004.  The Company's results included
a $4.0 million net benefit for professional liability costs
compared to a $1.8 million net benefit in 2004.  Furthermore, in
2005, a benefit for income taxes of $13.8 million was recorded
versus a provision of $266,000 in 2004.  Net income, after
deducting a loss from discontinued operations of $5.3 million in
2005, was $25.0 million.  In 2004, net income was $2.5 million
after a loss from discontinued operations of $9.7 million.  For
2005, there were 6.5 million weighted average shares outstanding
on a fully diluted basis.

                       Revenue Highlights

For 2005, revenue grew to $203.7 million compared to
$191.2 million in 2004.  This increase of $12.5 million resulted
mostly from Medicare rate increases, higher Medicaid rates in
certain states, and increased Medicare utilization.

                    Balance Sheet Highlights

Shareholders' deficit decreased to $16.9 million at December 31,
2005, from $41.9 million at last year end, primarily as a result
of 2005 net income of $25.0 million.  Self-insured professional
liability reserves were $34.5 million at December 31, 2005,
compared to $42.9 million at December 31, 2004.  The Company also
reduced the valuation allowance on its deferred tax assets.  The
Company previously had a full valuation allowance on its net
deferred tax assets, including tax loss carryforwards.  Based on
its improved performance, the Company was able to reduce this
valuation allowance.

A full-text copy of the Form 10-K filed with the U.S. Securities
and Exchange Commission is available at no extra charge at
http://ResearchArchives.com/t/s?749

Advocat Inc. -- http://www.irinfo.com/avc-- provides long-term
care services to nursing home patients and residents of assisted
living facilities in nine states, primarily in the Southeast.  The
Company has 43 centers containing
4,505 licensed nursing beds.


AGA MEDICAL: S&P Puts B+ Rating on $240 Million Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Golden Valley, Minnesota-based medical device
manufacturer AGA Medical Corp.  The outlook is stable.

In addition, the company's $240 million senior secured credit
facility was rated 'B+' (at the same level as the corporate credit
rating) with a recovery rating of '2', indicating the expectation
for substantial recovery of principal (80%-100%) in the event of a
payment default.  The loan consists of:

   * a $215 million seven-year term loan B; and
   * a $25 million five-year revolving credit facility.

"The ratings on AGA reflect the company's narrow product line of
medical devices to treat congenital heart defects, as well as its
dependence on the inventor of these products, Dr. Kurt Amplatz, to
lead future research efforts," said Standard & Poor's credit
analyst Cheryl Richer.  "These risks more than offset the
company's leadership position in the pediatric cardiology market,
in which AGA's products have set the gold standard for treatment,
replacing surgery with an effective and minimally invasive
alternative."

The company was restructured in mid-2005 to resolve an ownership
dispute and to purchase the stock of one of its original owners.
It is now refinancing its balance sheet to return a portion of the
capital to its owners.

Notwithstanding minor product recalls and other regulatory
actions, AGA has a relatively stable and predictable revenue
stream and is quite profitable.  Both the operating margin and
return on capital are in the top tier of medical device firms.
The company is experiencing a ramp-up in costs to support growth
efforts, which is expected to modestly pressure margins
prospectively.  Following the refinancing, debt to EBITDA will be
somewhat aggressive at about 4.5x, with funds from operations to
debt at less than 15%.


ALAN SCHOENFELD: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alan Schoenfeld
        1124 South Wetherly Drive
        Los Angeles, California 90035

Bankruptcy Case No.: 06-11163

Chapter 11 Petition Date: March 31, 2006

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Richard A. Brownstein, Esq.
                  Brownstein & Brownstein, LLP
                  15910 Ventura Boulevard, Suite 1110
                  Encino, California 91436
                  Tel: (818) 905-0000
                  Fax: (818) 905-0099

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Neiman Marcus                    Credit Account          $2,307
Customer Relations
P.O. Box 650589
Dallas, TX 75265-0589

Capital One                      Business Debt           $1,125
P.O. Box 30285
Salt Lake City, UT 84130

First Premier Bank               Credit Account            $550
900 West Delaware
Sioux Falls, SD 57104


ALDERWOODS GROUP: S&P Raises Corp. Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Alderwoods Group Inc., including the corporate credit rating,
which was raised to 'BB-' from 'B+'.  The outlook is stable.
The recovery rating of '1' on the company's secured bank loan
(indicating a high expectation for full recovery of principal in
the event of a payment default) was affirmed.

"The upgrade is attributable to Alderwoods' improved financial
profile and stable earnings outlook, and to its financial policy,
which is consistent with a higher rating," said Standard & Poor's
credit analyst David Peknay.

The low-speculative-grade ratings on funeral and cemetery services
provider Alderwoods reflect the company's operating concentration
in a competitive, fragmented industry with only small, gradual
long-term growth prospects.  The ratings also reflect the rising
consumer preference for nontraditional, lower cost services.
However, these factors are partly offset by the relatively
predictable demand for the company's services:

   * by its improved balance sheet;
   * by its good free cash flow; and
   * by its large contracted revenue backlog of $1.6 billion.

Cincinnati, Ohio-based Alderwoods is the second-largest cemetery
and funeral home operator in North America.  Its operations
consist of:

   * 594 funeral homes,
   * 71 cemeteries, and
   * 60 combination funeral home-cemeteries.

Alderwoods also operates an insurance subsidiary, which primarily
funds pre-need funerals.

Alderwoods, once a much larger company known as Loewen Group Inc.
before it filed for bankruptcy several years ago, now has less
than half the revenue base of the largest industry participant,
Service Corp. International.  Loewen, the predecessor company, was
overleveraged and rapidly growing in the 1990s and filed for
bankruptcy in 1999.  It reemerged in January 2002 as Alderwoods.
Since that time, the company has downsized by divesting many
underperforming properties and real estate parcels.  It also
completed the sale of an insurance subsidiary and other noncore
assets.  The proceeds were used primarily to repay debt.

Still, despite the company's large backlog of contracted pre-need
sales and its much more concentrated effort to increase such sales
(which convert to revenue as services are rendered), Alderwoods
faces challenging industry trends.  Though the inevitable demand
for the company's services provides an element of predictability,
the industry is characterized by few meaningful opportunities for
expansive market growth.  The number of deaths is not expected to
increase meaningfully in the near term.

Alderwoods' funeral volume has been slightly declining, though
recent pre-need efforts may help improve this in several years as
current efforts result in future revenue.  Cremation services,
which generate higher margins but less revenue than funeral
services, now represent 37% of service volume.  Price competition
among providers is also considerable, although Alderwoods' revenue
per funeral has increased steadily as the company has adjusted its
pricing and mix of merchandise and services.


AMERICAN AIRLINES: Amends $772 Mil. Citicorp Credit Facility
------------------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of AMR
Corporation, inked an amendment and restatement of its Dec. 17,
2004, Credit Agreement with a syndicate of banks and financial
institutions on March 27, 2006.

American Airlines, as borrower, and AMR, as guarantor, entered
into the original Credit Agreement with Citicorp USA, Inc., as
administrative agent, JPMorgan Chase Bank, N.A., as syndication
agent, and a group of lenders.  Citigroup Global Markets Inc. and
J.P. Morgan Securities Inc., as joint lead arrangers and joint
book-running managers, arranged the transaction.

The loan consisted of a $525 million senior secured revolving
credit facility and a $247 million senior secured term loan
facility, both of which were fully drawn.

The Amended and Restated Credit Facility consists of a $325
million senior secured revolving credit facility and a $448
million senior secured term loan facility.

Interest accrues at the LIBOR rate or base rate, as applicable,
plus, in either case, the applicable margin.  The applicable
margin with respect to the Revolving Facility can range from 2.5%
to 4% per annum (as compared to 3.25% to 5.25% per annum for the
revolving facility under the Original Credit Agreement) in the
case of  LIBOR advances, and from 1.50% to 3% per annum (as
compared to 2.25% to 4.25% per annum for the revolving facility
under the Original Credit Agreement) in the case of base rate
advances, depending upon the senior secured debt rating of the
Amended and Restated Credit Facility.

The initial applicable margin with respect to the Revolving
Facility is 3.5% per annum, in the case of LIBOR advances, and
2.5% per annum, in the case of base rate advances.   The
applicable margin with respect to the Term Loan Facility is 3.25%
per annum in the case of LIBOR advances, and 2.25% per annum in
the case of base rate advances (as compared to 5.25% and 4.25% per
annum, respectively, for the term loan facility under the Original
Credit Agreement).

The Revolving Facility will continue to mature on June 17, 2009.
Commitments under the Revolving Facility will be reduced on a
quarterly basis over a period of 3.25 years, with 3.10% of the
original commitments being reduced in each of the first 7
quarters, none being reduced in each of the 8th through 12th
quarters, and 78.3% of the original amount of the commitments
being reduced in the 13th quarter.

The Term Loan Facility will continue to mature on Dec. 17, 2010.
The Term Loan Facility will be amortized on a quarterly basis over
a period of 4.75 years, with 0.25% of the original principal
payable in each of the first 15 quarters, none of the principal
payable in each of the 16th through 18th quarters, and 96.25% of
the principal payable in the 19th quarter.

Optional prepayments of both the Revolving Facility and the Term
Loan Facility continue to be permitted at any time, without
premium or penalty.

The Amended and Restated Credit Facility continues to be secured
by the same aircraft collateral as was pledged to secure the
Original Credit Facility, and continues to require periodic
appraisals of the current market value of the aircraft and that
American pledge more aircraft or cash collateral if the loan
amount is more than 50% of the appraised value (after giving
effect to sublimits for specified categories of aircraft).

The Amended and Restated Credit Facility also continues to be
secured by all of American's existing route authorities between
the United States and Tokyo, Japan, together with certain slots,
gates and facilities that support the operation of those routes.
In addition, AMR's guaranty of the Amended and Restated Credit
Facility continues to be secured by a pledge of all the
outstanding shares of common stock of American.

The Amended and Restated Credit Facility contains a covenant
requiring American to maintain unrestricted cash, unencumbered
short term investments and amounts available for drawing under
committed revolving credit facilities which have a final maturity
of at least 12 months after the date of determination, of not less
than $1.25 billion.  This covenant is unchanged from the Original
Credit Facility.

In addition, the Amended and Restated Credit Facility continues to
contain a covenant requiring AMR to maintain, for each period of
four consecutive fiscal quarters ending on the dates indicated
below, a minimum ratio of cash flow (defined as consolidated net
income, before dividends, interest expense (less capitalized
interest), income taxes, depreciation and amortization and
rentals, adjusted for certain gains or losses and non-cash items)
to fixed charges (comprising interest expense (less capitalized
interest) and rentals).

The Amended and Restated Credit Facility continues to contain
customary events of default, including cross defaults to other
obligations and certain change of control events, all of which are
unchanged from the Original Credit Facility.  Upon the occurrence
of an event of default, the outstanding obligations under the
Amended and Restated Credit Facility may be accelerated and become
due and payable immediately.

                    About American Airlines

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's Web site -- http://www.AA.com/-- provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance, which brings together
some of the best and biggest names in the airline business,
enabling them to offer their customers more services and benefits
than any airline can provide on its own.  Together, its members
serve more than 600 destinations in over 135 countries and
territories.  American Airlines, Inc. and American Eagle are
subsidiaries of AMR Corporation (NYSE: AMR).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service affirmed all debt ratings of AMR Corp.,
and its primary subsidiary American Airlines, Inc. - corporate
family rating at B3 -- as well as all tranches of the Enhanced
Equipment Trust Certificates supported by payments from American
and the SGL-2 Speculative Grade Liquidity Rating.

The outlook was changed to stable from negative.  The stable
outlook reflects Moody's expectation of steadily improving
operating and financial performance during 2006 resulting
primarily from yield-driven revenue growth while maintaining
control of the growth of unit costs.  The company should generate
sufficient cash from operations to meet scheduled debt maturities
as well as planned capital spending without adding additional
debt.

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
$800 million of New York City Industrial Development Agency
special facility revenue bonds, series 2005 - American Airlines
Inc., John F. Kennedy International Airport Project, which mature
at various dates.  At the same time, the ratings on existing
series 2002 bonds were raised to 'B-' from 'CCC', reflecting
changes in the security arrangements that apply to those bonds.
Both series of bonds will be serviced by payments made by AMR
Corp. unit American Airlines Inc. under a lease between the
airline and the agency.


AMI HOLDINGS: Angiotech Merger Prompts S&P to Withdraw B+ Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on AMI
Holdings Inc., including the 'B+' corporate credit and senior
secured debt ratings.  The ratings were withdrawn following the
acquisition of AMI by Angiotech Pharmaceuticals Inc.


AMPEX CORP: Balance Sheet Upside-Down by $114 Mil. at December 31
-----------------------------------------------------------------
Ampex Corporation delivered its financial results for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
March 30, 2006.

For the year ended Dec. 31, 2005, Ampex earned $6.7 million of net
income on revenues of $53.2 million, in contrast to $46.4 million
of net income on revenues of $101.5 million in fiscal 2004.

Key milestones affecting the Company's 2005 financial results
include:

    -- Licensing revenue in 2005 totaled $28.9 million, the upper
       end of the forecasted range, and most digital still camera
       manufacturers are licensees.

    -- Patent litigation costs of $2.48 per diluted share
       adversely impacted our licensing segment's operating income
       of $4.50 per diluted share.  The suit against Eastman Kodak
       Company is scheduled for trial in December 2006.

    -- the Company continues to meet with licensees to investigate
       whether its other digital imaging patents, including feed
       forward quantization, are being used in their products.
       Royalties on digital still cameras after April 2006 will be
       materially dependent on these discussions.

    -- the Company expects licensing revenues from digital
       camcorders to increase in 2006 from 2005, when revenues
       totaled $7.8 million, because the 2004 prepayment from Sony
       Corporation expires in April 2006.

    -- the Recorder segment earned operating income of $0.48 per
       diluted share in 2005.  New products sales are growing and
       now account for 67% of product sales.  Backlog had
       increased significantly to $9.1 million at year-end.

At Dec. 31, 2005, Ampex's balance sheet showed $26,702,000 in
total assets and $141,048,000 in total liabilities, resulting in a
stockholders' deficit of $114,346,000.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?745

Headquartered in Redwood City, California, Ampex Corporation, --
http://www.ampex.com/-- is one of the world's leading innovators
and licensors of technologies for the visual information age.


APPLETON PAPERS: S&P Lowers Corporate Credit Rating to BB- from BB
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Appleton Papers Inc., to 'BB-' from 'BB'.  The outlook
is stable.  At the same time, Standard & Poor's raised its
recovery rating on the carbonless and specialty paper producer's
secured bank facility to '2' from '3', indicating expectations of
substantial recovery (80%-100%) of principal in the event of a
payment default.

"The downgrade reflects credit measures that remain weaker than we
had been expecting for Appleton," said Standard & Poor's credit
analyst Kenneth L. Farer.  "Despite lower-than-expected declines
in carbonless paper demand, higher carbonless paper prices, and
potential growth prospects for Appleton's performance packaging
and thermal segments, we did not foresee sufficient improvement in
Appleton's financial performance over the intermediate term to
maintain the former ratings."

Debt, including capitalized operating leases, remained elevated at
$580 million at Dec. 31, 2005, and debt to EBITDA is very
aggressive at 4.1x.  These figures are even higher when the
company's underfunded pension and other post-retirement
liabilities are included.  In addition, operating margins have
declined to 14% from 19% since 2003.

"Although we anticipated the decline in operating margins because
of the lower profitability of acquired companies, the magnitude of
the decline has been greater than expected," Mr. Farer said.  He
added, "The change to the bank loan recovery rating reflects our
expectations of higher recovery in a payment default scenario
because of term loan repayments and our re-evaluation of the
likelihood of recovery."

The Appleton, Wisconsin-based company is the world's largest
manufacturer of carbonless paper, which includes multipart forms
such as:

   * invoices,
   * credit-card receipts, and
   * packing slips.

Appleton's ratings are constrained by:

   * aggressive debt levels;
   * the potential for additional acquisitions; and
   * the challenges of a declining market for its primary product.

"We could revise the outlook to negative if the company pursues
large debt-financed acquisitions or if demand for carbonless paper
volumes declines faster than expected," Mr. Farer said.  "Although
less likely, we could revise the outlook to positive if credit
measures -- specifically, operating margins and leverage --
improve because of the development of new products or new
applications for existing products that boost the company's
earnings and cash flow prospects."


ARTEMIS INTERNATIONAL: Posts $4 Million Net Loss in 2005
--------------------------------------------------------
Artemis International Solutions Corporation (OTCBB: AMSI) reported
its financial results for the quarter and fiscal year ended
December 31, 2005.

Artemis reported $13 million in total revenues for the quarter
ended Dec. 31, 2005, up 28.6% from $10.1 million in the third
quarter of 2005 and down 10% from $14.4 million for the same
quarter of 2004.

Software license revenue was $3.7 million, up 116% from $1.7
million in the third quarter of 2005 and down 19.2% from $4.5
million in the same quarter of 2004.  Software license and support
revenue was 60.3% of total revenue compared to 61.9% in the same
quarter of 2004.

Artemis reported a $600,000 net loss for the fourth quarter of
2005, compared to a $1.3 million net loss in the preceding quarter
and $1 million net loss for the fourth quarter of 2004.

"Demand for our flagship product Artemis 7 continues to strengthen
world-wide with the addition of 38 new Artemis 7 customers during
2005," said Patrick Ternier, president and CEO of Artemis.

"Transforming this demand in actual license sales has been
particularly successful in Europe and Japan, where A7 license
sales have grown year over year respectively at 55% and 85%.  A
number of significant steps, including the transaction announced
earlier this week, have been taken to allow us to execute
similarly in the US, in our continued effort to establish
worldwide leadership in the Product Portfolio Management space."

For the full year 2005, Artemis incurred a $4 million net loss on
$47.4 million of revenue.  This compares to $52.4 million in
revenue and a net loss of $9.7 million for the full year 2004.

The Company reported a cash balance of $4.1 million as of Dec. 31,
2005.

                          Trilogy Merger

On March 10, 2006, the Company entered into a merger agreement
with a wholly owned subsidiary of Trilogy, Inc., in a transaction
valued at approximately $27 million.

The agreement provides for the payment of $1.60 per share to
holders of Artemis' common stock, and $2.20 per share for the
holders of Series A Preferred Stock of Artemis, which represents
their liquidation value.

The transaction is subject to certain covenants relating to the
Company's financial performance and the approval of the
stockholders of Artemis, with a meeting of the stockholders
expected to be held in May 2006.  On completion of the merger,
Artemis will become a part of Trilogy's recently announced Versata
Group.

                          About Artemis

Based in Newport Beach, Calif., Artemis International Solutions
Corporation -- http://www.aisc.com/-- one of the world's leading
providers of investment planning and control solutions that help
organizations execute strategy through effective portfolio and
project management.  Artemis has refined 30 years experience into
a suite of solutions and packaged consulting services that address
the specific needs of both industry and public sector including,
New Product Development, IT management, program management, fleet
and asset management, outage management and detailed project
management.  With a global network covering 44 countries, Artemis
is helping thousands of organizations to improve their business
performance through better alignment of strategy, investment
planning and project execution.

As of Sept. 30, 2005, Artemis International's equity deficit
widened to $9,579,000 from a $5,805,000 deficit at Dec. 31, 2004.


ATA AIRLINES: Settles Claim Dispute with BOA, Fleet & TransAmerica
------------------------------------------------------------------
In 2000, certain of ATA Airlines, Inc., and its debtor-affiliates
leased seven aircraft pursuant to a leveraged lease transaction.
Bank of America Commercial Finance Division, Fleet National Bank
and TransAmerica Commercial Finance Division Corp. I participated
in the 2000 EETC transaction as owner participants for the
aircraft bearing U.S. Registration Numbers:

    Owner Participant     Aircraft Registration Numbers
    -----------------     -----------------------------
    BOA                   N523AT and N524AT
    Fleet                 N527AT
    TransAmerica          N528AT

BOA, Fleet and TransAmerica entered into tax indemnity agreements
for each aircraft with certain of the Reorganizing Debtors.

Wilmington Trust Company, as Indenture Trustee, was a party with
certain of the Reorganizing Debtors under each 2000 EETC aircraft
lease agreement.

BOA, Fleet and TransAmerica each filed six claims against the
Debtors relating to the TIA and the Leases:

      Claimant          Claim No.
      --------          ---------
      BOA                  1166
                           1167
                           1168
                           1169
                           1170
                           1171

      Fleet                1174
                           1175
                           1176
                           1177
                           1178
                           1179

      TransAmerica         1157
                           1158
                           1159
                           1160
                           1161
                           1162

The Debtors objected to certain of the Fleet Claims and the
TransAmerica Claims as they pertained to the Leases on the grounds
that the claims assert improper amounts, do not include sufficient
documentation, and are improperly classified.

The Debtors further objected to the BOA Claims, Fleet Claims and
the TransAmerica Claims to the extent that they exceed the TIA
formula.

Following arm's-length negotiations between the Reorganized
Debtors and BOA, Fleet and TransAmerica, the parties agree that
each claimant will be allowed a single general unsecured claim for
$1,000,000 per aircraft for the tax indemnity agreement
corresponding with each of the 2000 EETC aircraft for which it is
an owner participant.

Specifically, the parties stipulate and agree that:

    (a) Claim No. 1166 will be allowed for $1,000,000 as BOA's
        only claim under the TIA for N523AT;

    (b) Claim No. 1167 will be allowed for $1,000,000 as BOA's
        only claim under the TIA for N524AT;

    (c) Claim No. 1174 will be allowed for $1,000,000 as Fleet's
        only claim under the TIA for N527AT;

    (d) Claim No. 1157 will be allowed for $1,000,000 as
        TransAmerica's only claim under the TIA for N528AT;

    (e) Claim Nos. 1166, 1167, 1174 and 1157 as allowed will each
        be entitled to treatment as a Class 7 (unsecured creditor
        convenience class) Allowed Claim under the Reorganized
        Debtors' plan of reorganization, as amended;

    (f) Claim Nos. 1158, 1159, 1160, 1161, 1162, 1168, 1169, 1170,
        1171, 1175, 1176, 1177, 1178 and 1179 will be withdrawn in
        its entirety; and

    (g) The Reorganized Debtors will withdraw their objections
        with respect to the BOA Claims, the Fleet Claims and the
        TransAmerica Claims.

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


AZTAR CORP: Colony Submits $41 per Share Purchase Offer
-------------------------------------------------------
Colony Capital LLC offered to buy all of Aztar Corp.'s outstanding
shares for $41 each, topping the $38 per share bid earlier
tendered by Pinnacle Entertainment Corp.

Bloomberg News reports that purchasing Aztar will allow Colony to
develop a 34-acre parcel of land that is said to be one of the
last undeveloped sites on the Las Vegas strip.

Ryan Nakashima at the Associated Press says that Colony's offer
values Aztar at approximately $2.2 billion.  In contrast,
Pinnacle's bid amounts to approximately $2.1 billion, which
includes the assumption of $723 million in debt.

Pinnacle spokeswoman Pauline Yoshihashi told AP that the merger
agreement with Aztar contains a break-up fee provision of $42
million and up to $13 million for reimbursement of expenses.

As reported in the Troubled Company Reporter on March 15, 2006,
Pinnacle and Aztar's Boards of Directors approved a definitive
merger agreement.  The $38 per share offer proposed under the
agreement represents a 24% premium over Aztar's closing stock
price on March 10, 2006.

Pinnacle's Chairman and Chief Executive Officer Daniel R.
Lee stated that the merger with Aztar would allow Pinnacle to
broaden and diversify its geographic presence.  The combined
company will have an expansive footprint with 12 major gaming
properties in the U.S., and more than 8,800 hotel rooms and
approximately 22,000 slot machines system-wide.

                       About Colony Capital

Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack Jr., Colony -- http://www.colonyinc.com/-- is a private,
international investment firm focusing primarily on real estate-
related assets and operating companies.  Colony has a staff of
more than 110 and is headquartered in Los Angeles, with offices in
Beirut, Boston, Hawaii, Hong Kong, London, Madrid, New York,
Paris, Rome, Seoul, Shanghai, Singapore, Taipei, and Tokyo.

                    About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                     About Aztar Corporation

Aztar Corp. -- http://www.aztarcorp.com/-- is a publicly traded
company that operates Tropicana Casino and Resort in Atlantic
City, New Jersey, Tropicana Resort and Casino in Las Vegas,
Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada,
Casino Aztar in Caruthersville, Missouri, and Casino Aztar in
Evansville, Indiana.

                         *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services reported that its BB rating on
Aztar Corp. remains on CreditWatch with negative implications,
where they were placed on Feb. 16, 2006.  The CreditWatch update
followed the announcement by Pinnacle that it has signed a
definitive merger agreement to acquire the outstanding shares of
Aztar.


BASIC ENERGY: S&P Puts B Rating on $200 Million Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Basic Energy Services Inc.'s $200 million in 10-year senior
unsecured notes.  In addition, the outlook on Basic was revised
to positive from stable.  The positive outlook reflects Basic's:

   * improved financial profile;

   * strengthened cash flow and credit metrics; and

   * a broadening product/service offering and growing domestic
     footprint,

which all could factor into a potential ratings upgrade in the
intermediate to long term.

The new senior notes will be used to refinance debt currently
outstanding under the company's credit facility and senior secured
term loan.  The one notch differential between the senior
unsecured notes and the corporate credit rating reflect the
ability for Basic to incur senior indebtedness under the revolving
credit facility.

Basic's senior secured credit rating remains 'B+', and a '2'
recovery score is maintained on the company's proposed amended and
restated senior secured $150 million revolving credit facility.
Ratings are dependent on the receipt of final lending documents.

"The positive outlook on Basic is predicated on the expectation
that the company will continue to fund growth initiatives in a
manner that does not significantly worsen its financial profile,"
said Standard & Poor's credit analyst Jeffrey B. Morrison.  "The
outlook also incorporates the near-term expectation that Basic
will continue to benefit from favorable industry conditions in the
domestic oilfield services sector," he continued.

A ratings upgrade could occur in the intermediate to long term, if
operating performance and credit measures continue to improve and
management continues to maintain prudent policies in financing
future growth.  Although Standard & Poor's expects Basic to
continue to remain an active domestic acquirer and fund organic
growth initiatives through cash flow, a negative outlook could
result if the company pursued more sizable acquisitions in a
manner that significantly weakened credit measures, and/or
constrained liquidity.


BIOMARIN PHARMA: Gets $295MM from Common Stock and Sr. Notes Sale
-----------------------------------------------------------------
BioMarin Pharmaceutical Inc. (Nasdaq: BMRN and SWX: BMRN) closed:

     * the sale of $172,500,000 aggregate principal amount of its
       2.50% Senior Subordinated Convertible Notes due 2013
       (including $22,500,000 aggregate principal amount of Notes
       purchased by the underwriter pursuant to its over-allotment
       option) and

     * the sale of 10,350,000 shares of its common stock
       (including 1,350,000 shares purchased by the underwriters
       pursuant to their over-allotment option).

The Notes will mature on March 29, 2013.  Holders of the Notes may
convert, at any time before maturity, any outstanding Notes into
shares of the Company's common stock at an initial conversion rate
of 60.3318 shares per $1,000 principal amount of the Notes, which
represents a conversion price of approximately $16.58 per share,
subject to adjustment under certain circumstances.

The Company has received:

     * approximately $167.1 million from the sale of the Notes;
       and

     * approximately $127.6 million from the sale of the common
       shares,

in each case after deducting the underwriting discount and
estimated offering expenses.

The Company will use the net proceeds of the offerings for:

     * the commercialization of its products;

     * additional clinical trials of Phenoptin(TM) (sapropterin
       dihydrochloride), Phenylase(TM) (phenylalanine ammonia
       lyase) and Vibrilase(TM) (vibriolysin);

     * preclinical studies and clinical trials for its other
       product candidates;

     * potential licenses and acquisitions of complementary
       technologies, products and companies;

     * general corporate purposes, including acquisition costs
       related to the purchase of its facility located at 46 Galli
       Drive for which it is currently under contract; and

     * working capital.

The Company may also use a portion of the proceeds of the
offerings to purchase some or all of its outstanding 3.50%
Convertible Subordinated Notes due 2008 pursuant to the redemption
provisions of the indenture governing such notes or in one or more
privately negotiated transactions from time to time.

Merrill Lynch & Co. acted as sole book-running manager of each of
the public offerings.  Cowen & Co., Leerink Swann, Pacific Growth
Equities, and Rodman & Renshaw acted as co-managers of the common
stock offering.

                         About BioMarin

Headquartered in Novato, California, BioMarin Pharmaceutical Inc.
-- http://www.biomarinpharm.com/-- develops and commercializes
innovative biopharmaceuticals for serious diseases and medical
conditions.  The company's product portfolio is comprised of two
approved products and multiple clinical and preclinical product
candidates.  Approved products include Naglazyme(TM) (galsulfase)
for mucopolysaccharidosis VI (MPS VI), a product wholly developed
and commercialized by BioMarin, and Aldurazyme(R) (laronidase) for
mucopolysaccharidosis I (MPS I), a product which BioMarin
developed through a 50/50 joint venture with Genzyme Corporation.
Additionally, BioMarin has rights to receive payments and
royalties related to Orapred(R) (prednisolone sodium phosphate
oral solution).  Investigational product candidates include
Phenoptin(TM) (sapropterin dihydrochloride), a Phase 3 product
candidate for the treatment of phenylketonuria (PKU).

At Sept. 30, 2005, BioMarin Pharmaceutical Inc.'s balance sheet
showed a stockholders' deficit of $65,379,000, compared to a
$67,987,000 deficit at Dec. 31, 2004.


BIRCH TELECOM: Court Okays Assumption of Contracts & Leases
-----------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Birch Telecom, Inc., and its
debtor-affiliates to assume certain executory contracts and
unexpired leases on the consummation date of their plan.

Judge Walsh also approved the Debtors' proposed cure amounts.  The
Debtors will retain the right to reject any of the contracts and
leases if there is a dispute regarding the cure amount.

The Debtors say that the cure amounts are zero or de minimis.

An 11-page list of Birch Telecom's assumed contracts and leases is
available at no charge at http://ResearchArchives.com/t/s?74b

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.


BLYTH INC: S&P Downgrades Corporate Credit & Debt Ratings to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit,
senior unsecured bank loan, and senior unsecured debt ratings on
Blyth Inc. to 'BB-' from 'BB'.

All ratings have been removed from CreditWatch with negative
implications, where they were placed Aug. 25, 2005.  The outlook
is negative.  The candle and decorative accessories manufacturer
had about $371.7 million of total debt outstanding at
Jan. 31, 2006.

The downgrade reflects the company's continued weak operating
performance for its fourth quarter and fiscal year ended
Jan. 31, 2006.

Net sales and operating income (adjusted for certain one-time
charges) were down about 3.6% and 29%, respectively, during the
fourth quarter, and about 1% and 36% for the full year ended
Jan. 31, 2006.  The continued decline in fourth quarter operating
performance was due largely to:

   * lower volume in the company's North American PartyLite direct
     selling business;

   * increased freight surcharges; and

   * substantial increases in commodity costs, such as paraffin
     wax.

The U.S. remains a difficult market for PartyLite, and direct
sellers face increasingly challenging conditions from recent
entrants into the direct selling market.  In addition, higher gas
prices and inflation have reduced the discretionary income of
Blyth's target consumer.  As a result of the continued weak
operating performance, credit protection measures have weakened
below our earlier expectations.

Standard & Poor's expects the company to maintain credit
protection measures at levels stronger than the medians for the
'BB' rating category to offset the company's weaker business risk
profile.

"We remain concerned about the company's ability to stem the
continued decline in profitability and credit protection
measures," said Standard & Poor's credit analyst David Kang.


BUCKEYE TECHNOLOGIES: Expects to Breakeven in 2006 First Quarter
----------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) expects its profitability for
the January to March quarter will be near breakeven.  This would
be significantly below the $4.1 million earned in January to March
2005.

The Company had previously indicated that it expected January to
March earnings to be slightly better than the $1.9MM earned in
October to December 2005.  The Company now believes it will fall
short of that level.  Manufacturing difficulties at its large wood
pulp mill in Florida related to the startup of new equipment and
transportation issues, which reduced revenue have negatively
impacted its business.

The financial shortfall versus the comparable period last year is
due to:

   -- the Company's recently upgraded cotton cellulose
      manufacturing facility in Americana, Brazil began to ship
      market pulp in February.  The plant is currently providing
      trial quantities for customer qualifications.  Although it
      will make some market sales this quarter, it will not
      produce significant revenue until later this year.  The
      combination of startup costs being incurred this year and
      the loss of the profitability from the tolling operations
      which the Company received in January to March 2005 will
      result in a negative impact of about $4.5 million pre-tax;

   -- the Company continued to experience high energy costs in
      January and February, but recent trends indicate that energy
      costs are returning to more normal levels.  The Company
      implemented price increases averaging 8% on specialty wood
      cellulose products in January.  Although these price
      increases were sufficient to maintain the Company's margins
      in the high end segments of its markets, pricing on fluff
      pulp has remained flat and is, in fact, slightly below the
      level it was achieving in January to March 2005.  This
      combination of low prices and higher costs will result in
      its operating profit on fluff pulp being about $5 million
      below the level achieved in the comparable period last year.

These negative factors will more than offset the improvement the
Company is achieving in its high-end specialty fibers and nonwoven
materials.

Buckeye Chairman, David B. Ferraro, stated, "While we are
disappointed in our financial results, we believe the
manufacturing difficulties that plagued us this quarter are behind
us.  We are pleased with the facility we have constructed in
Brazil and believe it will be a significant profit contributor to
the Company in the future.  We are also pleased with our ability
to maintain our margins in our high-end specialty fibers in the
face of the extraordinary energy driven cost increases we have
incurred."

Buckeye plans to disclose its January to March 2006 earnings on
April 25, 2006, and has scheduled a conference call at 10:30 EST,
Wednesday, April 26, 2006 to discuss its quarterly results.

Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc. --
http://www.bkitech.com/-- is a leading manufacturer and marketer
of specialty fibers and nonwoven materials.  The Company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                         *     *     *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the Memphis, Tennessee-based specialty
pulp producer.


CARMIKE CINEMAS: Filing Delay Cues S&P to Put B Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Columbus, Georgia-based movie exhibitor chain Carmike Cinemas
Inc., including the 'B' corporate credit rating, on CreditWatch
with negative implications after the company announced it will not
be filing its SEC Form 10-K within the 15-day extension period.

"Carmike's delayed filing heightens concerns about its accounting
and financial reporting systems, and the potential impact of these
issues on its financial results," said Standard & Poor's credit
analyst Tulip Lim.

The delayed filing requires the company to secure a waiver from
its lenders from the covenant in its credit agreement stipulating
that the company supply timely financial statements.  Standard &
Poor's is concerned that Carmike may also have to obtain consent
from bondholders in connection with the delayed filing.


CANWEST MEDIAWORKS: S&P Removes B- Sub. Debt Rating from Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'B+' corporate
credit and its 'B-' subordinated debt ratings on CanWest
MediaWorks Inc. from CreditWatch with developing implications,
where they were placed Sept. 9, 2005.  At the same time, Standard
& Poor's affirmed its ratings on the Winnipeg, Man.-based company.
The outlook is negative.

"The ratings affirmation follows Standard & Poor's review of
CanWest MediaWorks' financial performance and its new capital
structure following management's decision to spin off, through an
IPO, a significant portion of the company's Canadian newspaper
(excluding the National Post) and interactive media businesses
into an income fund," said Standard & Poor's credit analyst
Lori Harris.

The negative outlook is based on CanWest MediaWorks' soft
financial performance, which is below Standard & Poor's
expectations.  In particular, the company's Canadian television
broadcasting division has been very challenged, which has resulted
in a substantial drop in operating profit and weak credit
protection measures.  While debt balances reduced meaningfully at
the company following the IPO, the profit base has also declined
significantly due to the spin-off of key assets and weakness in
the company's domestic operations.

The ratings on CanWest MediaWorks reflect:

   * its weak credit measures;
   * high debt leverage;
   * weaker-than-expected operating performance; and
   * competitive operating environment.

These factors are partially offset by the company's leading
Canadian market position and business diversity afforded by its:

   * domestic television broadcasting,
   * newspaper publishing, and
   * international assets,

which help mitigate the effect of advertising revenue and
newsprint price cycles.

The company benefits from a favorable regulatory environment
in Canada that limits foreign competition and ownership.
Furthermore, CanWest MediaWorks' investment in Australia-based
Network Ten has generated meaningful cash flow for the company
given Network Ten's solid operating performance.  The
company's ownership interest in Network Ten means that it will
continue to benefit from regular semi-annual cash distributions,
which are included in our EBITDA calculation for CanWest
MediaWorks.

The negative outlook reflects the company's weak credit ratios and
challenges management faces in turning around the Canadian
television broadcasting division.  In addition, the newspaper
assets held in the income fund need to strengthen as well through:

   * higher readership,
   * circulation market shares, and
   * advertising revenues,

which should translate into higher overall revenues and
profitability for the fund.

The outlook could be revised to stable should the operations
strengthen and credit ratios show meaningful improvement.  The
ratings, however, could be lowered should there be any further
weakness in business operations or credit measures.


CENTERPOINT ENERGY: Earns $252 Million in 2005 Fiscal Year
----------------------------------------------------------
CenterPoint Energy, Inc., recently reported its financial results
for the fourth quarter and fiscal year ended Dec. 31, 2005.

CenterPoint Energy reported net income of $81 million, or $0.25
per diluted share, for the fourth quarter of 2005 compared to $100
million, or $0.29 per diluted share for the same period of 2004.
For the year 2005, the Company recorded net income of
$252 million, or $0.75 per diluted share, compared to a net loss
of $905 million, or $2.48 per diluted share, for 2004.

Net income for 2004 included a $977 million extraordinary loss
from the write-down of generation-related regulatory assets as a
result of actions taken by the Texas Public Utility Commission
(PUC), $83 million of this amount was recorded in the fourth
quarter.  Net income for 2004 also included a $133 million overall
loss from discontinued operations, although there was a
$21 million gain from discontinued operations recorded in the
fourth quarter of 2004.

Net income for 2005 included a $30 million positive adjustment to
the 2004 write-down of generation-related regulatory assets, and a
$3 million loss from discontinued operations.  Income from
continuing operations before extraordinary item for the fourth
quarter of 2005 was $81 million, or $0.25 per diluted share,
compared to $162 million, or $0.46 per diluted share, for the
fourth quarter of 2004.

Income from continuing operations before extraordinary item for
the year 2005 was $225 million, or $0.67 per diluted share,
compared to $205 million, or $0.61 per diluted share, for 2004.
As a result of actions taken by the PUC, in the fourth quarter of
2004 the company recorded pre-tax income of $226 million related
to interest on the company's authorized true-up balance.  Of this
amount, $131 million related to 2004 ($36 million related to the
fourth quarter of 2004) and $95 million related to periods prior
to 2004.

"I am very pleased with our overall progress and accomplishments
in 2005," said David M. McClanahan, president and chief executive
officer of CenterPoint Energy.  "2005 was a year of significant
milestones for our company, marking the end to our transition.  We
completed the sale of our power generation business and began to
recover our authorized true-up balance through the implementation
of a competition transition charge and the issuance of $1.85
billion of transition bonds.

"We repaid our high-cost $1.31 billion term loan, reduced other
debt and restructured our credit facilities to reduce interest
costs, extend maturities and improve terms.  Now that our
transition is behind us, we look forward to further improving our
operating performance while we explore opportunities to grow in a
disciplined manner."

                      Other Operations

The Company's other operations reported an operating loss of
$6 million for the fourth quarter of 2005 compared to a loss of
$15 million for the same period of 2004.  The operating loss for
the year 2005 was $18 million compared to a loss of $32 million
for 2004.

                      Other 2005 Events

Additional significant events for CenterPoint Energy during 2005
included:

     *  completion of the sale of the company's generation assets;
        proceeds of $2.231 billion and $700 million were received
        in 2004 and 2005, respectively;

     *  issuance of over $1.85 billion in transition bonds to
        recover a portion of the company's authorized true-up
        balance;

     *  implementation  of a CTC to begin recovering the remaining
        authorized true-up balance of $596 million over 14 years,
        plus interest;

     *  contribution of $75 million to the pension plan in 2005
        following a $476 million pension plan contribution in
        2004; and

     *  completion of an exchange offer for $572 million of the
        company's 3.75 percent convertible senior notes.

                       Dividend Declaration

On Jan. 26, 2006, CenterPoint Energy's board of directors declared
a regular quarterly cash dividend of $0.15 per share of common
stock payable on March 10, 2006, to shareholders of record as of
the close of business on Feb. 16, 2006.  In declaring this
dividend, the board of directors indicated its intent to return to
the company's traditional practice of paying consistent quarterly
dividends.  An annualized dividend based on a $0.15 per common
share quarterly dividend represents a 50 percent increase over the
$0.40 per common share in total dividends paid by the company in
2005.

A full-text copy of CenterPoint Energy's Annual Report is
available for free at http://ResearchArchives.com/t/s?74f

Headquartered in Houston, Texas, CenterPoint Energy, Inc. --
http://www.CenterPointEnergy.com/-- is a domestic energy delivery
company that includes electric transmission & distribution,
natural gas distribution and sales, and interstate pipeline and
gathering operations.  The company serves nearly five million
metered customers primarily in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma, and Texas.

Assets total approximately $16 billion.  With more than 9,000
employees, CenterPoint Energy and its predecessor companies have
been in business for more than 130 years.

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2005,
Moody's Investors Service upgraded the ratings of CenterPoint
Energy, Inc., including its senior unsecured debt to Ba1 from Ba2.
In addition, Moody's assigned a Not-Prime rating to CenterPoint's
$1.0 billion commercial paper program.  Moody's also upgraded the
ratings of CenterPoint Energy Resources Corp., including its
senior unsecured debt to Baa3 from Bal.  These rating actions
conclude the review for possible upgrade that was initiated on
March 24, 2005.

The ratings for CenterPoint Energy Houston Electric are affirmed.
Moody's said the rating outlook is stable for CenterPoint, CERC
and CEHE.


CKE RESTAURANTS: Board Declares $0.04 Dividend Per Common Share
---------------------------------------------------------------
CKE Restaurants, Inc.'s (NYSE: CKR) Board of Directors declared a
first quarter dividend of $0.04 per share of common stock to be
paid on June 12, 2006, to its stockholders of record at the close
of business on May 22, 2006.  The Company had 59,822,260 shares of
common stock issued and outstanding as of March 21, 2006.

As reported in the Troubled Company Reporter on Dec. 16, 2005, the
Company's net income for the third quarter of fiscal 2006
increased to $15.8 million compared to net income of $13.1 million
in the prior year quarter.

For the first three quarters of fiscal 2006, the Company's
net income was $40.3 million compared to a net income of
$10.9 million for the same period last year.  This year's results
include an $11 million charge to purchase stock options from the
Company's former Chairman of the Board of Directors who retired
earlier in the year.  Prior year results included $22.3 million of
charges primarily related to legal settlements and early debt
extinguishment.  Absent these charges, net income for the first
three quarters of fiscal 2006 would have been $51.3 million,
compared to net income of $33.2 million for the same period a year
ago.

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates some of the most popular U.S. regional brands
in quick-service and fast-casual dining, including the Carl's
Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and Green
Burrito(R) restaurant brands.  CKE is publicly traded on the New
York Stock Exchange under the symbol "CKR" and is headquartered in
Carpinteria, California.

                         *     *     *

As reported in the Troubled Company Reporter on July 13, 2005,
Standard & Poor's Ratings Services raised its ratings on quick-
service restaurant operator CKE Restaurants Inc.  The corporate
credit and senior secured debt ratings were raised to 'B+' from
'B', and the subordinated debt rating was elevated to 'B-' from
'CCC+'.  S&P said the outlook is stable.


CORNELL COMPANIES: Releases Financials for Year Ended December 31
-----------------------------------------------------------------
Cornell Companies, Inc. (NYSE:CRN) reported its financial results
for the fourth quarter and full year ended Dec. 31, 2005.

                      Fourth-Quarter Results

For the quarter ended Dec. 31, 2005, the Company reported net
income of $1.6 million compared with a net loss of $6.1 million in
the same period last year.

This year's fourth-quarter results included $300,000 of start-up
costs for new facilities, $200,000 of losses from discontinued
operations, and $600,000 of losses associated with New Morgan
Academy.

The 2004 fourth-quarter results included $1.1 million for start-up
costs (net of start-up revenues) for new facilities, $700,000 of
losses from discontinued operations, and $800,000 of non-
impairment losses associated with New Morgan Academy.

The 2004 fourth-quarter results also included a pre-tax non-cash
impairment charge of $9.3 million related to the New Morgan
Academy.

                         Full-Year Results

For the year ended Dec. 31, 2005, revenues increased 12.1% to
$310.8 million from $277.2 million reported in 2004, principally
due to contributions from facilities and programs, as well as the
Las Vegas Center and some alternative education programs, which
were initiated in late 2004.

Income from operations was $27.9 million for this year compared
with $14.5 million in the prior year.

Net income was $300,000 compared with a net loss of $7.4 million
in the previous year.  The 2005 period included charges totaling
$2.4 million to streamline management and close several
underperforming programs.  The 2004 period included a $2.4 million
charge from the early extinguishment of debt and a $9.3 million
impairment charge for the New Morgan Academy.

Pro forma 2005 revenues were $306 million compared with
$274 million in the prior year, and pro forma income from
operations was $33.7 million compared with $31.7 million.  Pro
forma net income was $5.0 million compared with $5.3 million for
the year ended Dec. 31, 2004.

"We are pleased to announce results that demonstrate the continued
progress that Cornell made in the fourth quarter," James E. Hyman,
Cornell's chairman and chief executive officer, said.

"Our full year 2005 results outperformed the guidance we
reaffirmed after the third quarter on both an as-reported and pro
forma basis. This performance positions us for success in 2006,
where we remain focused on increasing population at our
underutilized facilities and continuing to operate excellent
programs that deliver value to our customers."

                     Discontinued Operations

As previously announced, Cornell took actions to shut down
operations at several underperforming facilities/programs during
the first and second quarters of 2005. The increase in the net
loss from discontinued operations in 2005 over the 2004 period
reflects reduced revenues as the programs were shut down, asset
impairment charges, and other related closure costs.

                    Update on Moshannon Valley

Construction at the Moshannon Valley Correctional Center in
Phillipsburg, PA was completed in the first quarter of 2006
according to schedule. The 1,300-bed adult secure facility will
open at the end of this month, and we anticipate the arrival of
inmates shortly thereafter. This facility will be operated under a
take-or-pay contract with the Federal Bureau of Prisons.

Cornell Companies, Inc. -- http://www.cornellcompanies.com/-- is
a leading private provider of corrections, treatment and
educational services outsourced by federal, state and local
governmental agencies. Cornell provides a diversified portfolio of
services for adults and juveniles, including incarceration and
detention, transition from incarceration, drug and alcohol
treatment programs, behavioral rehabilitation and treatment, and
grades 3-12 alternative education in an environment of dignity and
respect, emphasizing community safety and rehabilitation in
support of public policy. The Company has 83 facilities in 18
states and the District of Columbia, which includes one facility
under construction.  Cornell has a total service capacity of
19,506, including capacity for 1,300 individuals that will be
available upon completion of the facility under construction.

                         *     *     *

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Ratings Services lowered its ratings on
corrections, treatment, and educational services provider
Cornell Companies Inc., including its corporate credit rating to
'B-' from 'B'.


DANA CORPORATION: Suspends Annual Shareholders Meeting
------------------------------------------------------
In a filing with the U.S. Securities and Exchange Commission,
Dana Corporation reports that it has suspended its quarterly
conference calls and annual shareholder meetings until further
notice.

For the past two years, Dana held its stockholders meeting at its
research facility in Ottawa Lake, Michigan.

"Our board of directors determined holding the meeting wasn't the
best use of our resources under the current circumstances," Dana
spokesman Chuck Hartlage told The Toledo Blade.

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


DAIWA SECURITIES: Fitch Affirms & Withdraws Individual C Rating
---------------------------------------------------------------
Fitch Ratings affirmed and simultaneously withdrew the ratings
of Daiwa Securities SMBC and Daiwa America Corporation.  Fitch
will no longer provide ratings or analytical coverage for either
issuer.

  Daiwa SMBC:

    -- Foreign and Local Currency Long-term Issuer Default
       Ratings 'A-'

    -- Foreign and Local Currency Short-term IDR 'F1'

    -- Individual 'C'

    -- Support '2'

  Daiwa America Corporation:

    -- Foreign and Local Currency Short-term IDR 'F2'
    -- Support '2'
    -- Commercial paper programme 'F2'

Nevertheless, Fitch continues to cover Daiwa America Corporation's
parent, Daiwa Securities Group Inc., (rated 'BBB+'/Stable/'F2')
which is also the 60% owner of Daiwa SMBC.  The agency also
continues to cover the 40% owner of Daiwa SMBC - Sumitomo Mitsui
Financial Group - via the rating of its primary subsidiary,
Sumitomo Mitsui Banking Corporation (rated 'A-'/Positive/F1).


DELPHI CORP: Outlines Transformation Plan to Regain Profitability
-----------------------------------------------------------------
Delphi Corp. (OTC:DPHIQ) outlined its strategy to prepare for a
return to stable, profitable business operations through a broad-
based global restructuring in order to complete the Chapter 11
cases for Delphi and 41 of its domestic U.S. subsidiaries in the
first half of 2007.

"We are clearly focused on Delphi's future," said Delphi Chairman
and CEO Robert S. "Steve" Miller.  "Emergence from the Chapter 11
process in the U.S. requires that we make difficult, yet
necessary, decisions.  To complete our restructuring process, we
must focus on five key areas:

     -- first, we must modify our labor agreements to create a
        competitive arena in which to conduct business going
        forward;

     -- second, we must conclude our negotiations with General
        Motors to finalize its financial support for the legacy
        and labor costs we currently carry and to ascertain its
        business commitment to Delphi going forward;

     -- third, we have to streamline our product portfolio to
        capitalize on our world-class technology and market
        strengths and make the necessary manufacturing alignment
        with our new focus.

     -- fourth, we must also transform our salaried workforce to
        ensure that our organizational and cost structure is
        competitive and aligned with our product portfolio and
        manufacturing footprint; and

     -- fifth, we must devise a workable solution to our current
        pension situation, whether it is to stretch out pension
        payments or develop an alternate solution.

"We are mindful of the impact the implementation of this plan will
have on some of our stakeholders, including our employees and
communities, yet ultimately, these actions will result in a
stronger company with future global growth opportunities."

                Sections 1113 and 1114 and Motions

While there has been recent progress in discussions with the
company's unions and GM, particularly on the U.S. Hourly Attrition
Programs, the parties have not yet reached comprehensive
agreements.  Consequently, Delphi is expected to file two motions
on Friday:

     -- its motions under Sections 1113 and 1114 of the U.S.
        Bankruptcy Code seeking authority to reject U.S. labor
        agreements after ten days' notice to the unions and to
        modify retiree benefits; and

     -- its initial motion to reject unprofitable supply contracts
        with GM.

The Section 1113 and 1114 filing is consistent with the scheduling
order signed by the Bankruptcy Court on February 17, 2006.  A
hearing on the Section 1113 and 1114 motion is scheduled for May 9
and May 10.

The Court has provided a five-week time period between the filing
of the motion and the Court hearing (rather than the 14 day period
called for in the Bankruptcy Code) so that Delphi and its unions
can continue working on consensual agreements before the hearing.
The Court also directed the parties to promptly "meet and confer"
to resolve the motion.

"We are greatly encouraged by the progress our negotiations have
made to date," said Mr. Miller.  "Our proposed U.S. Hourly
Attrition Programs and labor proposals are designed to mitigate
sudden financial impact on our hourly employees.  The Special
Attrition Program implements phased-in retirement opportunities,
some with financial incentives, and provides 5,000 UAW-represented
employees the opportunity to work at GM. In labor proposals, we
have offered, subject to implementation of our transformation plan
including GM support, buyout payments for employees who are not
eligible for retirement of $140,000 for employees with ten years
of service and $70,000 for less senior employees.  We have also
increased our wage proposal for current employees to $22 per hour
(from $12.50 in our proposals last fall) through September 3,
2007.  At that point, wages would be reduced to $16.50 per hour
for existing employees but they would receive a $50,000 "wage
buydown" payment.  While our Court filings are necessary
procedural steps to enable action that may become necessary at
some point in the future, we are singularly focused on reaching a
consensual resolution with all of our unions and GM before any
court hearing is necessary."

Commenting on Delphi's current unprofitable supply contracts with
GM, Mr. Miller said, "We need GM to cover a greater portion of the
costs of manufacturing products for GM at plants that bear the
burden of our legacy costs.  We simply cannot continue to sell
products at a loss."

The company said that the initial GM contract rejection motion
covers less than ten% of GM's contracts as listed in the
statements and schedules filed on January 20, 2006, and
approximately half of the North American annual purchase volume
revenue from GM.  Delphi expects this motion to be heard at the
May 12 omnibus hearing, which is scheduled with 42 days' notice
(rather than the 20 days notice provided for by the Court's case
management order) to facilitate continued negotiations between
Delphi and GM.

The company said that it also delivered a letter to GM Friday
initiating a process to reset the terms and conditions for more
than 400 commercial agreements that expired between Oct. 1, 2005,
and March 31, 2006.  The company said that the renewal of expired
and expiring commercial contracts on acceptable terms and
conditions to Delphi does not require Bankruptcy Court approval.
The company also assured GM that Delphi would not unilaterally
revise the terms and conditions on which Delphi was providing
interim supply of parts to GM in connection with the expired
contracts or file additional contract rejection motions prior to
May 12 so long as GM did not initiate re-sourcing or other hostile
commercial initiatives against Delphi.

Mr. Miller emphasized: "Our message to our hourly workforce and GM
is clear: Delphi remains committed to finding a consensual
resolution to our issues and intends to continue to discuss with
our unions and GM ways to become competitive in our U.S.
operations.  Even if it becomes necessary to complete the hearings
on the motions being filed today and the company obtains the
relief requested in these motions, Delphi will not immediately
impose all of the relief sought in the motions.  We intend to work
with our unions and GM but at the end of the day Delphi must be
competitive in the global marketplace."

"Our fiduciary duty as the management team and the Board of
Directors at Delphi is to protect the value of the estate.  We
need to take the steps necessary to halt losses that continue to
occur at an unsustainable rate and transform our business.
Although today's court filings are necessary to protect our
businesses, we have not left the negotiating table.  We have made
considerable progress in recent weeks, and we intend to stay at it
until we are finished," Mr. Miller said.  Consistent with its
prior practice, the company said it will not comment further
publicly about the status or substance of its discussions with GM
or its unions while the discussions are ongoing.

                  Growth and Technology Leadership

Delphi said in addition to improving operating efficiencies and
reducing its overall cost-structure, it plans to focus its product
portfolio on those core technologies for which Delphi has
significant competitive and technological advantages and expects
to provide the greatest opportunities for increased growth and
profitability.  The company does not expect the portfolio changes
to have a significant impact on Delphi's independent aftermarket
or consumer electronics businesses.  Delphi will continue to offer
advanced technology and OE quality parts and service.  Similarly,
it does not expect an impact on medical, commercial vehicles or
other adjacent-market businesses and product lines.

Rodney O'Neal, president and chief operating officer, said Delphi
will concentrate the organization around these core strategic
product lines:

    * Controls & Security
       (Body Security, Mechatronics, Power Products and Displays)

    * Electrical/Electronic Architecture
       (Electrical/Electronic Distribution Systems, Connection
        Systems and Electrical Centers)

    * Entertainment & Communications
       (Audio, Navigation and Telematics)

    * Powertrain
       (Diesel and Gas Engine Management Systems)

    * Safety (Occupant Protection and Safety Electronics)

    * Thermal (Climate Control & Powertrain Cooling)

Mr. O'Neal said that these core businesses are where Delphi's
technical strength can provide the greatest support and
differentiation to its customers in automotive, aftermarket,
consumer electronics, and adjacent markets such as commercial
vehicles, medical systems, computers and peripherals,
military/aerospace, telecommunications, commercial, residential,
and transportation products.

As part of the transformation plan, the company identified these
U.S. manufacturing sites as its core automotive facilities in the
United States:

     * Brookhaven, Mississippi
     * Clinton, Mississippi
     * Grand Rapids, Michigan
     * Kokomo, Indiana
     * Lockport, New York
     * Rochester, New York
     * Warren, Ohio
     * Vandalia, Ohio

To achieve profitability and become competitive, these locations
must implement productivity enhancements, product line
restructuring and workforce reductions.

Delphi will maintain its commitment to technology development, and
plans to continue investing more than 7% of annual revenue into
the development of future products in these and adjacent growth
markets.

Mr. O'Neal said that there must be significant changes at many of
the company's remaining operations, including reduction in non-
core support operations, implementation of more productive work
practices, subcontracting, and other initiatives intended to
achieve future success and profitability.

                 Non-Core Product Lines and Plants

Mr. O'Neal also identified non-core product lines that do not fit
into the company's future strategic framework and said that the
company will seek to sell or wind-down these product lines.  He
emphasized that any sale or wind-down process will be conducted in
consultation with the company's customers, unions and other
stakeholders to carefully manage the transition of affected
product lines.  He also said that the disposition of any U.S.
operations would be accomplished in accordance with the
requirements of the U.S. Bankruptcy Court.  The company also will
begin consultations with the European Works Councils in accordance
with applicable laws.

"Non-core product lines include Brake & Chassis Systems,
Catalysts, Cockpits and Instrument Panels, Door Modules and
Latches, Ride Dynamics, Steering and Wheel Bearings.  We believe
many of these product lines have the potential to compete
successfully under new ownership that has the resources and
capital to invest in them," Mr. O'Neal said.  In order to align
Delphi's manufacturing footprint with its core businesses and
competitive restructuring initiatives, the company said that it
intends to sell or wind-down approximately one-third of its global
manufacturing sites over time as part of the transformation plan.

Separately, O'Neal added that in the case of Delphi Steering, the
division has solid technology and a diverse customer base.  Delphi
recognizes that Steering is a strategic business, but will explore
the possibility of potential sale and alliance opportunities that
could make the division even stronger and better able to serve its
customers.  "These were difficult decisions, because Delphi has
been in some of these businesses for decades," Mr. O'Neal said.

"These product lines offer valuable technology with dedicated and
talented employees.  Exiting them will help us become a focused
company, and any sale proceeds would also maximize estate value -
another important element for resolving our restructuring process
in the U.S."

Mr. O'Neal said that the company continually evaluates its product
portfolio and could retain or exit certain businesses depending on
market forces or cost structure changes.  The company said it
intends to sell or wind-down non-core product lines and
manufacturing sites by January 1, 2008.  Delphi will also begin
discussions with certain governmental agencies whose policies
could help improve the competitiveness of plants and product lines
regardless of whether they are to be retained or offered for sale.

               Workforce Organizational Restructuring

Mr. O'Neal said that the company expects to reduce its global
salaried workforce by as many as 8,500 employees, or 25%, as a
result of portfolio and product rationalizations, and initiatives
adopted following a recent analysis of the company's selling,
general & administration cost saving opportunities.  The company
believes once the SG&A plan is fully implemented, Delphi should
realize savings of approximately $450 million per year in addition
to savings realized from competitive measures planned for its core
businesses and the disposition of non-core assets.

"We expect that the portfolio and plant changes will also require
reductions in the number of people required to support our
business, including fewer officers and executives.  Up to 40% of
current corporate officer positions will ultimately be
eliminated," Mr. O'Neal said.  "These changes will be implemented
in conjunction with footprint and portfolio changes as well as
other efforts to improve efficiency and reduce Delphi's overall
cost structure."  Mr. O'Neal emphasized that the transition
process will be orderly and that the company will evaluate
redeployment of salaried employees to available, although limited,
openings within the U.S. as operations are sold or wound down.
Mr. O'Neal said that the company intends to utilize existing
salaried separation pay programs as it reduces the salaried
workforce.

In addition to the new organizational plan, which will be rolled
out in the near future, and changes in its pension plans, the
company will also change its salaried benefits to bring them in
line with other more cost-competitive companies.  The company
stated that it will restructure the current health care plan to
implement increased employee cost sharing.  Adjustments to other
benefits to create a more competitive plan and meet employee needs
will continue to be evaluated.  These benefit changes will be
implemented through regular Human Resource channels, and more
information will be provided to all salaried employees in advance
of any changes.

          Retention of Defined Benefit Pension Plans
             for U.S. Hourly and Salaried Workforce

Delphi said that one of the goals of its transformation plan is
the retention of existing defined benefit U.S. pension plans for
both its hourly and salaried workforce.  In order to retain the
programs and related benefits accrued by its active employees and
retirees, the company said that it will be necessary to freeze the
current hourly U.S. pension plan as of Oct. 1, 2006, and to freeze
the current U.S. salaried pension plan as of January 1, 2007.

The company emphasized that freezing the plans will not result in
a loss of accrued benefits for any current employee or retiree
participating in the pension plans.  The hourly plan (for
employees who are more than seven years from retirement and not
covered by the GM benefit guarantee) and the salaried plan will be
replaced with defined contribution plans that include flexibility
for both direct company contributions and company matching of
employee contributions.

The company said it will also be necessary to obtain relief from
the Pension Benefit Guaranty Corporation, Internal Revenue
Service, Department of Labor and potential congressional action in
order to amortize funding contributions over a longer period in
its transformation plan than may have previously occurred.

          Timeline for Transformation Plan Implementation

As outlined by the company at the commencement of its Chapter 11
restructuring cases in October 2005, Delphi expects to complete
its U.S.-based restructuring and emerge from Chapter 11 business
reorganization during the first half of 2007.

While elements of its transformation plan are being implemented by
the company, such as the realignment of Delphi's global product
portfolio and manufacturing footprint to preserve its core
businesses and its salaried workforce reorganization and related
SG&A cost savings measures, other critical elements require
consensual agreements with Delphi's unions, GM and governmental
agencies.  Agreements with these parties will ultimately be
subject to the review of the company's stakeholders including, the
official unsecured creditors committee and official equity
committee, as well as the approval of the U.S. Bankruptcy Court.

Delphi also noted that the execution of its transformation plan
through the Chapter 11 process may give rise to the incurrence of
additional prepetition claims as collective bargaining agreements,
executory contracts, retiree health benefits and pension plans,
and the other liabilities of the company are addressed and
resolved to maximize stakeholder value going forward.

Delphi has previously reported in filings with the Securities and
Exchange Commission, the U.S. Bankruptcy Court and the Office of
the United States Trustee that it is highly unlikely that common
equity holders will receive any value in the Chapter 11 cases on
account of the equity securities of Delphi Corporation because of
claims against the parent holding company relating to legacy
liabilities and burdensome restrictions under current U.S. labor
agreements as well as the realignment of Delphi's global product
portfolio and manufacturing footprint that must be achieved to
preserve Delphi's core businesses.

Delphi noted that this result is in contrast to the value of
Delphi's non-U.S. subsidiaries, which are not Chapter 11 debtors,
are continuing their business operations in the ordinary course of
business without supervision from the Bankruptcy Court, and are
not subject to the Chapter 11 requirements of the U.S. Bankruptcy
Code.  Accordingly, the company continues to urge that appropriate
caution be exercised with respect to existing and future
investments in any of these securities as their value and
prospects are highly speculative.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.


DELPHI CORP: Union Voices Concerns Over Proposed CBA Rejection
--------------------------------------------------------------
UAW President Ron Gettelfinger and Vice President Richard
Shoemaker expressed their disapproval of Delphi's move to file
Section 1113 and Section 1114 motions with the U.S. Bankruptcy
Court for the Southern District of New York.

Section 1113 of the Bankruptcy Code allows a debtor-in-possession
or the chapter 11 trustee to assume or reject a collective
bargaining agreement.

Section 1114 governs the payment of insurance benefits to retired
employees maintained or established in whole or in part by the
Debtor prior to filing a bankruptcy petition.

Messrs. Gettelfinger and Shoemaker said:

"Delphi's misuse of the bankruptcy procedure to circumvent the
collective bargaining process and slash jobs and wages and
drastically reduce health care, retirement and other hard-won
benefits or eliminate them altogether is a travesty and a concern
for every American.

"Delphi's proposal goes far beyond cutting wages and benefits for
active and retired workers.  Delphi's outrageous proposal would
slash the company's UAW-represented hourly workforce by
approximately 75 percent, devastating Delphi workers, their
families and their communities.

"Delphi's filing Section 1113 and Section 1114 motions with the
U.S. bankruptcy court - like the quality of the proposals it has
made to the UAW - is another indication that Delphi has never been
serious about finding a solution to its current problems through
the collective bargaining process.

"The changes touted in Delphi's most recent proposal are entirely
contingent on GM's financial support, but GM has advised us and
stated publicly that it has not agreed to provide that funding.
In other words, Delphi's latest proposal is basically a
reiteration of its previous proposal.

"Last week, after many long, hard days and nights of negotiations,
the UAW, GM and Delphi reached agreement on a Special Attrition
Program that will reduce Delphi's costs.  That agreement, which
was reached without an arbitrary, self-imposed deadline, created
momentum that could have allowed the UAW, GM and Delphi to make
progress in discussions focusing on other areas.

"Unfortunately, Delphi's filing of its 1113/1114 motions kills
that momentum.  Indeed, today it appears there is no basis for
continuing discussions.

"In the event the court rejects the UAW-Delphi contract and Delphi
imposes the terms of its last proposal, it appears that it will be
impossible to avoid a long strike.

"The UAW has worked diligently in good faith to resolve the Delphi
situation through collective bargaining instead of through a
lawyer-driven court process or confrontation.  Regrettably, Delphi
has chosen another path."

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.


DIRECTVIEW INC: Closes $1.2MM Pvt. Placement of Convertible Debt
----------------------------------------------------------------
DirectView, Inc., completed the private placement of $1,212,329
principal amount of secured convertible debentures and warrants to
purchase 409,000,000 shares of common stock on March 23, 2006,
with Highgate House Funds, Ltd. , and Cornell Capital Partners,
LP.

Under the terms of the agreement, Highgate surrendered the
Company's secured convertible debenture issued on April 1, 2005,
in the principal amount of $500,000 and a second secured debenture
issued May 31, 2005, also in the principal amount of $500,000.

In exchange, DirectView issued to Highgate secured convertible
debentures in the principal amounts of $534,041 and $528,288,
giving effect to accrued interest on the previously issued
debentures.  Each of the new debentures mature on March 23, 2009,
while the previous debentures would have matured in 2006.

In addition, the Company issued a secured convertible debenture in
the principal amount of $150,000 to Cornell in exchange for gross
proceeds in that amount.

Each of the debentures accrues interest at 10% per annum and are
convertible at the lesser of $0.015 or 85% of the lowest closing
bid price of the Company's common stock during the 10 trading days
immediately preceding the conversion date.

The assets of the Company and the pledge of 250,000,000 shares of
the Company's common stock used to secure the previously issued
debentures are securing the three debentures in the current
financing.

Highgate also received warrants to purchase 358,394,915 shares of
the Company's common stock at exercise prices from $0.01 to $0.035
per share for a five-year term.  At the same time, Cornell
received warrants to purchase 50,605,085 shares of the Company's
common stock on the same terms.  Each of the warrants contains
cash and cashless exercise provision, and anti-dilution
provisions.

DirectView agreed to file a registration statement covering the
shares of common stock underlying the securities issued by April
25, 2006.  If the Company fails to meet the scheduled filing and
effectiveness dates, it will be required to pay liquidated damages
of 2% per 30-day period following the scheduled filing and
effective date for the registration statement.  Liquidated damages
fees are payable, at the option of the investors, either in cash
or common stock of the Company.

As reported in the Troubled Company Reporter on March 28, 2006,
DirectView withdrew its Registration Statement originally filed on
June 1, 2005, pursuant to Rule 477(a) under the Securities Act of
1933.

The Company withdrew its Registration Statement because it:

   -- was unable to qualify for certain exemptions necessary to
      execute its obligations to Cornell Capital; and

   -- wishes to restructure that transaction.

The original Registration Statement was filed for the resale of up
to 58,699,792 shares of common stock by selling security holders
and to comply with contractual requirements accorded certain
investors, including Cornell Capital.

                       About DirectView, Inc.

DirectView, Inc., is a full-service provider of teleconferencing
products and services to businesses and organizations.  Effective
Feb. 23, 2004, the Company completed its acquisition of all of
the issued and outstanding shares of Meeting Technologies, Inc.,
from its sole stockholder, Michael Perry.  Meeting Technologies,
Inc., was a privately held provider of video conferencing
equipment and related services.  The Company's results of
operations for the six months ended June 30, 2004, include the
results of Meeting Technologies, Inc., from the date of
acquisition of Feb. 23, 2004.

                         *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 1, 2005,
Sherb & Co., LLP, expressed substantial doubt about DirectView's
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2004.

The Company's limited financial resources have prevented the
Company from aggressively advertising its products and services to
achieve consumer recognition.


DOMINION RESOURCES: Weak Performance Cues Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the long-term debt ratings of
Dominion Resources, Inc., and its primary subsidiaries: Virginia
Electric and Power Company and Consolidated Natural Gas Company.
In addition, Moody's downgraded the short-term commercial paper
rating for VEPCO to Prime-2 from Prime-1.  The Prime-2 short-term
ratings for commercial paper for Dominion and CNG are affirmed.
These actions conclude the review for possible downgrade that was
initiated on Jan. 9, 2006.  The rating outlook is stable for
Dominion, VEPCO, and CNG.

The downgrade reflects weaker than expected consolidated financial
performance, with a decline in funds from operations, and higher
than expected leverage at year-end 2005.  The Baa2 rating for
Dominion's senior unsecured debt also incorporates a higher level
of business risk in comparison to most peer companies with
electric and gas utility operations, and the expectation that the
company would maintain stronger financial performance to balance
the higher risk profile that results from its substantial oil and
gas E&P operations and its merchant generation and commodity risk
management activities.

Dominion's Baa2 senior unsecured rating and stable outlook is
supported by the relatively stable earnings and cash flow
generated by the company's rate-regulated business activities, the
largest being VEPCO's electric utility operations.  Moody's
expects that Dominion's regulated businesses should be able to
produce approximately $1.5 billion of cash from operations
annually over the next few years.

Dominion's sizeable non-regulated activities, which include oil
and gas exploration and production, merchant generation and
commodity risk management activities, are growing as a proportion
of its total business.  With approximately 60% of the consolidated
company's earnings and cash flows being derived by these higher
risk activities, Dominion would be expected to maintain stronger
cash flow coverage metrics than lower risk utility companies in
the same rating category.  Expected consolidated ratios that are
incorporated in Dominion's Baa2 rating include a ratio of funds
from operations to adjusted total debt in the range of 15-17%, and
a ratio of FFO to interest of approximately 4x.

The downgrade of VEPCO reflects the downgrade of Dominion, which
relies substantially on VEPCO for upstream dividend payments.  The
downgrade also considers pressures on VEPCO's margins, which
reflect higher fuel costs and other expenses that the company can
not presently pass through in its frozen fuel and base rates.  The
company will have an opportunity to reset the fuel component of
its rates in mid-2007.  However, due to the magnitude of movements
in market prices for fuel, Moody's believes that VEPCO's fuel
reset hearings could potentially be more contentious than past
regulatory proceedings for the company.  From a credit
perspective, VEPCO's metrics are forecasted to modestly
deteriorate over the next few years, with the ratio of FFO to
adjusted total debt falling to approximately 20%.

The one-notch downgrade of CNG's long-term ratings reflects the
downgrade of Dominion's rating and the integration of CNG's
operations and cash management with Dominion.  The downgrade is
also due to lower than previously expected production volumes and
weaker than expected operating performance for CNG's E&P business.
The Baa1 senior unsecured rating also anticipates an upward shift
in CNG's business risk profile as the E&P business becomes
increasingly dominant.  Following the pending sale of two of its
gas distribution utilities, E&P is expected to represent about 70%
of CNG's assets.

CNG has had substantially negative free cash flow in recent years.
The company may be challenged to achieve and sustain a free cash
flow neutral position over the next few years, given the
substantial reinvestment requirements for its E&P business, a
major expansion proposed for its Cove Point LNG facility, and
expected ongoing dividend payments to Dominion.  While CNG's
revenues have risen with commodity prices, the positive impact on
its earnings and cash flows has been diminished by its highly
hedged position and the escalation in drilling and oilfield
services costs.

Moody's recognizes the commodity-price sensitivity of CNG's
results and anticipate a range of credit metrics through the price
cycle.  Pro forma for the sale of the gas distribution utilities,
Moody's assumes that CNG will achieve a ratio of retained cash
flow to adjusted total debt ranging from the high teens to the
mid-20% range and a ratio of adjusted debt to capital no higher
than the high 40% range.  The stable outlook assumes that CNG's
E&P performance will not deteriorate further from 2005 levels and
will remain comparable to a Baa E&P credit in accordance with
Moody's published rating methodology, including leveraged full-
cycle ratio of above 2x and 3-year drill-bit F&D costs in the $7-
$9/boe range.

Dominion is an integrated energy company that is headquartered in
Richmond, Virginia.

Downgrades:

   Issuer: Chesapeake (City of) VA, Ind. Dev. Auth.

   * Senior Unsecured Revenue Bonds, Downgraded to Baa1 from A3

   Issuer: Chesterfield County Industrial Dev. Auth., VA

   * Senior Unsecured Revenue Bonds, Downgraded to Baa1 from A3

   Issuer: Consolidated Natural Gas Company

   * Issuer Rating, Downgraded to Baa1 from A3
   * Junior Subordinated Regular Bond/Debenture, Downgraded to
        Baa2 from Baa1
   * Junior Subordinated Shelf, Downgraded to (P)Baa2 from
       (P)Baa1
   * Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2
   * Senior Unsecured Bank Credit Facility, Downgraded to Baa1
        from A3
   * Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
        from A3
   * Senior Unsecured Shelf, Downgraded to (P)Baa1 from (P)A3

   Issuer: Dominion CNG Capital Trust II

   * Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)Baa1

   Issuer: Dominion Oklahoma Texas Expl. & Prod., Inc.

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

   Issuer: Dominion Resources Capital Trust I

   * Preferred Stock, Downgraded to Baa3 from Baa2

   Issuer: Dominion Resources Capital Trust II

   * Preferred Stock, Downgraded to Baa3 from Baa2

   Issuer: Dominion Resources Capital Trust III

   * Preferred Stock, Downgraded to Baa3 from Baa2

   Issuer: Dominion Resources Capital Trust IV

   * Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

   Issuer: Dominion Resources Inc.

   * Junior Subordinated Shelf, Downgraded to (P)Baa3 from
        (P)Baa2

   * Preferred Stock Shelf, Downgraded to (P)Ba1 from (P)Baa3

   * Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
        Baa2 from Baa1

   * Senior Unsecured Medium-Term Note Program, Downgraded to
        Baa2 from Baa1

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
        from Baa1

   * Senior Unsecured Shelf, Downgraded to (P)Baa2 from (P)Baa1

   Issuer: Dominion-CNG Capital Trust I

   * Preferred Stock, Downgraded to Baa2 from Baa1

   * Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)Baa1

   Issuer: Grant (County of) WV, County Commission

   * Revenue Bonds, Downgraded to a range of VMIG 2 to Baa1 from
        a range of VMIG 1 to A3

   * Senior Unsecured Revenue Bonds, Downgraded to a range of
        VMIG 2 to Baa1 from a range of VMIG 1 to A3

   Issuer: Louisa (Town of) VA, I.D.A.

   * Revenue Bonds, Downgraded to a range of VMIG 2 to Baa1 from
        a range of VMIG 1 to A3

   * Senior Secured Revenue Bonds, Downgraded to A3 from A2

   * Senior Unsecured Revenue Bonds, Downgraded to a range of MIG
        2 to Baa1 from a range of MIG 1 to A3

   Issuer: Massachusetts Development Finance Agency

   * Senior Unsecured Revenue Bonds, Downgraded to Baa2 from Baa1

   Issuer: Mecklenburg (County of) VA, Ind. Dev. Auth.

   * Senior Unsecured Revenue Bonds, Downgraded to Baa1 from A3

   Issuer: Panda-Rosemary Funding Corporation

   * Senior Secured Regular Bond/Debenture, Downgraded to Baa1
     from A3

   Issuer: UAE Mecklenburg Cogeneration LP

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

   Issuer: Virginia Electric and Power Company

   * Commercial Paper, Downgraded to P-2 from P-1
   * Issuer Rating, Downgraded to Baa1 from A3
   * Junior Subordinated Shelf, Downgraded to (P)Baa2
        from (P)Baa1
   * Preferred Stock, Downgraded to Baa3 from Baa2
   * Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2
   * Senior Secured First Mortgage Bonds, Downgraded to A3
        from A2
   * Senior Secured Shelf, Downgraded to (P)A3 from (P)A2
   * Senior Unsecured Medium-Term Note Program, Downgraded to
        Baa1 from A3
   * Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
        from A3
   * Senior Unsecured Shelf, Downgraded to (P)Baa1 from (P)A3

   Issuer: Virginia Power Capital Trust II

   * Preferred Stock, Downgraded to Baa2 from Baa1
   * Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)Baa1

Outlook Actions:

   Issuer: Consolidated Natural Gas Company -- Outlook, Changed
      To Stable From Rating Under Review

   Issuer: Dominion CNG Capital Trust II -- Outlook, Changed To
      Stable From Rating Under Review

   Issuer: Dominion Oklahoma Texas Expl. & Prod., Inc.
      -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Dominion Resources Capital Trust I -- Outlook, Changed
      To Stable From Rating Under Review

   Issuer: Dominion Resources Capital Trust II -- Outlook,
      Changed To Stable From Rating Under Review

   Issuer: Dominion Resources Capital Trust III -- Outlook,
      Changed To Stable From Rating Under Review

   Issuer: Dominion Resources Capital Trust IV -- Outlook,
      Changed To Stable From Rating Under Review

   Issuer: Dominion Resources Inc. -- Outlook, Changed To Stable
      From Rating Under Review

   Issuer: Dominion-CNG Capital Trust I -- Outlook, Changed To
      Stable From Rating Under Review

   Issuer: Panda-Rosemary Funding Corporation -- Outlook, Changed
      To Stable From Rating Under Review

   Issuer: UAE Mecklenburg Cogeneration LP -- Outlook, Changed To
      Stable From Rating Under Review

   Issuer: Virginia Electric and Power Company -- Outlook,
      Changed To Stable From Rating Under Review

   Issuer: Virginia Power Capital Trust II -- Outlook, Changed To
      Stable From Rating Under Review


DUKE ENERGY: Moody's Reviewing Long-Term Ratings for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Duke
Energy Corporation and its principal subsidiary, Duke Capital LLC
under review for possible upgrade.  In addition, Duke's Prime-2
short-term rating for commercial paper has been placed under
review for possible upgrade.  Duke Capital's Prime-3 short-term
ratings have been affirmed.

Moody's also affirmed the ratings for Cinergy Corporation,
Cincinnati Gas and Electric, Union Light, Heat & Power Company and
PSI Energy, Inc.  The merger of Duke and Cinergy is now expected
to be closed in April.

The review for possible upgrade of Duke reflects the lower
business risk profile that will result from the reorganization
associated with the merger with Cinergy, and an expected reduction
in the company's leverage.  Commensurate with the merger's
closing, it is our understanding that Duke will distribute its
ownership interests in Duke Capital LLC to a new parent holding
company with Duke and Duke Capital becoming affiliate subsidiaries
of a new parent holding company.  The new parent holding company
will be named Duke Energy Corporation.
The remaining regulated utility business will be renamed Duke
Power LLC, and will be the obligor for the existing debt
obligations of the pre-merger Duke.  Duke Power LLC will have a
relatively low business risk profile as an integrated regulated
electric utility in a fairly supportive regulatory environment.
The review for possible upgrade also reflects Moody's expectation
that the new parent company will take additional actions to
achieve a projected capital structure for Duke Power LLC of
approximately 52% equity in 2007.

The pro-forma combined company, NEWCO Duke, is expected to
generate approximately 85% of its consolidated revenues and cash
flows from relatively stable regulated business activities, which
will include Duke Power's regulated utility business and Duke
Capital's natural gas transmission businesses, as well as the
utility businesses of Cinergy.  Moody's estimates that NEWCO Duke
will have post-merger consolidated funds from operations to
adjusted total debt over 20%, and FFO interest coverage of nearly
5x.

The review for possible upgrade of Duke Capital reflects recent
divestitures that have significantly reduced its business risk
profile.  The most significant improvements were achieved through
the sale of the Duke Energy North America merchant generation and
trading and marketing business and the reduction of Duke Capital's
ownership interest in Duke Energy Field Services, which resulted
in the deconsolidation of this large gas gathering, processing and
marketing business.  Duke Capital's recent improved financial
performance is expected to be sustained over the next several
years, with a ratio of FFO to adjusted total debt of in the mid-to
high teen's and FFO to interest coverage of approximately 3.5x.
Moody's acknowledges that senior management is evaluating
potential strategic alternatives for its natural gas businesses,
but Moody's does not incorporate any divestiture scenarios into
our credit analysis at the time.

Duke Energy is an electric and natural gas company headquartered
in Charlotte, North Carolina.

On Review for Possible Upgrade:

   Issuer: California Maritime Infrastructure Authority

   * Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Upgrade, currently Baa3

   Issuer: Connecticut Resource Recovery Authority

   * Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Upgrade, currently Ba2

   Issuer: Duke Capital Financing Trust III

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

   Issuer: Duke Capital Financing Trust IV

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

   Issuer: Duke Capital Financing Trust V

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

   Issuer: Duke Capital Financing Trust VI

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

   Issuer: Duke Capital, LLC

   * Junior Subordinated Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

   * Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Baa3

   * Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
     Review for Possible Upgrade, currently Baa3

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Baa3

   * Senior Unsecured Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa3

   Issuer: Duke Energy Capital Trust II

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa2

   Issuer: Duke Energy Capital Trust III

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa2

   Issuer: Duke Energy Capital Trust IV

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa2

   Issuer: Duke Energy Capital Trust V

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa2

   Issuer: Duke Energy Corporation

   * Commercial Paper, Placed on Review for Possible Upgrade,
     currently P-2

   * Issuer Rating, Placed on Review for Possible Upgrade,
     currently Baa1

   * Junior Subordinated Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa2

   * Preferred Stock, Placed on Review for Possible Upgrade,
     currently Baa3

   * Preferred Stock Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa3

   * Senior Secured First Mortgage Bonds, Placed on Review for
     Possible Upgrade, currently A3

   * Senior Secured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently A3

   * Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A3

   * Senior Secured Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

   * Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
     Review for Possible Upgrade, currently Baa1

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Baa1

   * Senior Unsecured Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa1

   Issuer: Edinburg TX, Ind. Dev. Corp.

   * Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Upgrade, currently Baa3

   Issuer: Gaston (Cnty of) NC, I.F. & P.C.F.A.

   * Revenue Bonds, Placed on Review for Possible Upgrade,
     currently A3

   * Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Upgrade, currently Baa1

   Issuer: Oconee (County of) SC

   * Revenue Bonds, Placed on Review for Possible Upgrade,
     currently A3

   * Senior Secured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently A3

   * Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Upgrade, currently Baa1

   Issuer: Texas Eastern Transmission L.P.

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Baa2

   * Senior Unsecured Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa2

   Issuer: York (County of) SC

   * Senior Secured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently VMIG 2

Outlook Actions:

   Issuer: Duke Capital Financing Trust III -- Outlook, Changed
      To Rating Under Review From Stable

   Issuer: Duke Capital Financing Trust IV -- Outlook, Changed To
      Rating Under Review From Stable

   Issuer: Duke Capital Financing Trust V -- Outlook, Changed To
      Rating Under Review From Stable

   Issuer: Duke Capital Financing Trust VI -- Outlook, Changed To
      Rating Under Review From Stable

   Issuer: Duke Capital, LLC -- Outlook, Changed To Rating Under
      Review From Developing

   Issuer: Duke Energy Capital Trust II -- Outlook, Changed To
      Rating Under Review From Developing

   Issuer: Duke Energy Capital Trust III -- Outlook, Changed To
      Rating Under Review From Developing

   Issuer: Duke Energy Capital Trust IV -- Outlook, Changed To
      Rating Under Review From Developing

   Issuer: Duke Energy Capital Trust V -- Outlook, Changed To
      Rating Under Review From Stable

   Issuer: Duke Energy Corporation -- Outlook, Changed To Rating
      Under Review From Developing

   Issuer: Texas Eastern Transmission L.P. -- Outlook, Changed To
      Rating Under Review From Developing

Confirmations:

   Issuer: Duke Energy Corporation -- Senior Unsecured Regular
      Bond/Debenture, Confirmed at Aaa


DYNEGY HOLDINGS: Moody's Puts B2 Rating on Proposed $750MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Dynegy Holdings
Inc.'s proposed issuance of $750 million of senior unsecured notes
due 2016.  In addition, Moody's has affirmed the existing long
term ratings on the $4.7 billon of outstanding recourse debt of
DHI and its parent, Dynegy Inc., and lowered the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-2.  The
rating outlook is stable.

Ratings affirmed include:

   Issuer: Dynegy Holdings Inc.

   * Corporate Family Rating, B1
   * Senior Secured Revolving Credit Facility, rated Ba3,
        $400 million
   * Second Priority Senior Secured Notes, rated B1,
        $1.75 billion outstanding
   * Senior Notes, rated B2, $1.37 billon outstanding
   * Shelf, rated (P)B2/(P)B3/(P)Caa1 respectively

   Issuer: NGC Corporation Capital Trust I

   * Trust Securities, rated B3, $200 million outstanding

   Issuer: Dynegy Roseton, L.L.C. and Dynegy Danskammer, L.L.C.

   * Pass-Through Certificates, rated B2, $800 million
        outstanding

   Issuer: Dynegy Inc.

   * Convertible Subordinated Debentures, rated B2, $225 million
     outstanding

   * Shelf, rated (P)Caa1/(P)Caa2/(P)Caa3

   Issuer: Dynegy Capital Trust II

   * Shelf rated (P)B3

   Issuer: Dynegy Capital Trust III

   * Shelf rated (P)Caa1

DHI's B1 corporate family rating is constrained by the company's
business concentration risk, its dependence on improving power
markets, a hedging strategy that leaves it exposed to volatility
in those markets, and leverage that remains high relative to
earnings despite the overall debt reduction expected to result
from its tender offer for all outstanding second priority notes.
The rating is supported by the company's diversified electrical
generation asset base that should benefit from an expected
recovery in the power market, management's demonstrated discipline
through several years of restructuring the company that has
considered the needs of debt holders, and the increased
flexibility offered by the company's expected debt structure with
no near term maturities.  The B2 rating on the senior unsecured
bonds reflects their effective subordination to two tranches of
secured debt offset by a strong likelihood of par recovery.

The lower SGL rating reflects adequate liquidity. While the
company's current debt restructuring and deleveraging provide the
company with a longer term benefit, in the short term its
financial flexibility will be limited by the corresponding
reduction in cash on hand.  Following completion of the current
restructuring, Dynegy should have cash on hand of approximately
$350 million, which is expected to drop to $200 million by year
end.  Additional liquidity is provided by the $400 million
revolving credit facility, which helps fulfill the company's $300
million to $350 million collateral requirements. Collateral
requirements are minimized by the company's strategy of remaining
unhedged.  Moody's notes that a further significant reduction of
liquidity could result in a downgrade of the company's long term
ratings.

Dynegy intends to use the proceeds of the notes together with up
to $1.2 billion of cash on hand, including the remaining proceeds
from its sale of Dynegy Midstream Services, its natural gas
liquids segment, to retire its $1.75 billion Second Priority Notes
pursuant to a recent tender offer.  Dynegy has also initiated an
offer to convert its $225 million of convertible subordinated
debentures to equity. In order to induce the note tender and the
conversion, Dynegy is offering a combined premium of approximately
$275 million.  If all the holders of the Second Priority Notes and
the Convertible Subordinated Debentures accept the tender offer,
nearly 90% of the company's total funded recourse obligations will
be senior unsecured.  The net impact of the restructuring will be
a $1.25 billion reduction in debt, which will lower total recourse
debt to $3.5 billion, including the Roseton and Danskammer leases
and the revolving credit facility, which is currently undrawn.
This figure excludes the $400 million of ChevronTexaco convertible
preferred stock and the $900 million non-recourse debt at Sithe
Energies.  Following this transaction, Dynegy will have reduced
recourse debt by $3.5 billion, or nearly 60%, over three years
while adjusted debt to capitalization will have declined from 77%
to a projected 62%.

The reduction in debt notwithstanding, Moody's estimates funds
from operations to debt to remain modest at approximately 3% and
FFO to interest to be 1.4 times on a pro-forma basis based on the
2005 financial performance of Dynegy's generation segment, which
will constitute the core of the business going forward.  While
these ratios are low for a B1 rated company with Dynegy's
fundamental risk profile, with the current restructuring the
company will have reduced its leverage significantly.  This will
leave it well positioned to capture upside potential when the
markets in which Dynegy operates improve, which Moody's expects is
reasonably likely in the medium term.

If the company is able to achieve its projected growth of
approximately $150 million in its power generation segment
earnings, pro-forma FFO to debt would improve to 9% and FFO to
interest to 2.2 times.  Although this represents nearly a 30%
increase in net earnings, Moody's notes that it could be achieved
with as little as 6.5% growth in revenues assuming the company's
cost structure remains constant.  Moody's notes that the ratings
are also supported by Dynegy's expected capital structure with
limited debt maturities until 2011, which should provide
additional time for power market recovery.

Following an extensive restructuring of its business, Dynegy is
now focused on merchant generation with a 12,769 MW portfolio of
assets that is diversified by dispatch type, fuel source and
geographic region.  The company's revenues were correspondingly
diversified in 2005, though its net earnings were much less so.
Nearly 90% of its GEN segment EBITDA was generated by its coal-
fired baseload generating units in Illinois, which represent just
one quarter of its generating capacity.  More than half of that
capacity is provided by the Baldwin facility, leaving the
company's revenues at risk in the event of an extended unscheduled
outage.

Although the gas-fired peaking units are largely located in
markets with substantial excess capacity and, as a result, do not
currently contribute much to the company's profitability, they
provide upside exposure to an expected market recovery.  The
company has chosen not to enter any new long-term power sales
agreements or hedges in order to maximize its potential upside and
to avoid collateral calls that would result if its contracts were
out of the money.  While Dynegy's baseload and intermediate plants
are expected to continue to provide a source of consistent cash
flow, Moody's notes that the company's strategy leaves it highly
exposed to an overbuilt power generation market and gas price
volatility, with its long term viability and recovery dependent on
stronger power demand, higher electricity prices and improved
spark spreads.  In a liquidation scenario, Moody's conservatively
estimates the value of the company's assets would comfortably
exceed the amount of its debt.

Dynegy's exposure to fluctuations in gas prices was demonstrated
by the recent $120 million downward revision of its earnings
forecasts for 2006.  Because gas prices largely determine the
marginal price of power, and therefore the spread Dynegy's
baseload coal units can achieve by selling into the market, the
company estimates that a $1/mmBtu change in gas prices results in
a $50 million shift in its bottom line.  Despite the downward
revision, the company's current forecast of 2006 EBITDA for its
power generation business of $480 to $585 million still represents
an increase of more than 60% from 2005 levels.

Excluding cash outflows related to the termination of the
uneconomic Sterlington Tollone of Dynegy's last remaining
uneconomic tolling agreements, the current debt restructuring, and
an inflow from the pending swap of its 50% share of West Coast
Power for NRG's interest in Rocky Road, Moody's estimates the
company could generate sufficient cash from operations to meet
ongoing capital spending requirements in 2006 if it is able to
achieve its EBITDA target.  While this would be a significant
improvement, Dynegy needs to demonstrate it can deliver this level
of operating and financial performance consistently. Moody's notes
that based on current market prices the company is also positioned
to command an additional $30 million to $40 million in revenues
once its below-market power sales agreement with Ameren expires at
the end of the year.

Moody's also notes that Dynegy reported a material weakness
relating to income taxes in both its 2005 and 2004 10-K. While
Moody's believes that such material weaknesses generally relate to
isolated problems, the fact that these control issues were not
remediated is considered a credit negative.  Moody's will continue
to monitor Dynegy's progress in remediating this material
weakness.

The stable rating outlook reflects Moody's expectation of Dynegy's
continued operating performance improvement as the power markets
recover.  Dynegy's ratings could improve through a combination of
improving operational performance, consistent positive free cash
flow, and cash flow coverage above 10%.  The ratings could drop as
a result of further deterioration in operating or financial
performance relative to plan, a leveraging acquisition, or further
reduction in liquidity.

Headquartered in Houston, Texas, Dynegy Inc., is the parent of
Dynegy Holdings Inc.  Dynegy's primary business is power
generation.


ECHOSTAR COMMS: TiVo Says Dish Had Access to Set-Top Technology
---------------------------------------------------------------
A former executive at TiVo Inc. told the Federal District Court
for the Eastern District of Texas that Dish Network used patented
TiVo technology to develop its own set-top boxes for recording
television programs, the Associated Press reports.

TiVo and Dish, a subsidiary of EchoStar Communications Corp., are
in the midst of a patent-infringement battle.  TiVo accuses
EchoStar of infringing on its patent rights over technology that
allows users to record, pause and rewind television programs.

EchoStar denies these allegations and claims that the technology
used in its set-top boxes is different from TiVo's.

According to the Associated Press, former TiVo Chief Executive
Michael Ramsey told the District Court during the first-day
hearing of the case that Dish had access to details of TiVo's
technology.  For several years, TiVo had unsuccessfully tried to
forge a deal with Dish that would require the satellite company to
pay TiVo for the use of its set-top boxes.

Joyzelle Davis, writing for the Rocky Mountain News, says that
TiVo wants to recover about $95.6 million from EchoStar for
alleged lost profits and royalties.

                       About EchoStar

EchoStar Communications Corporation -- http://www.echostar.com/--  
serves more than 11.71 million satellite TV customers through its
DISH Network(TM), and is a leading U.S. provider of advanced
digital television services.  DISH Network's services include
hundreds of video and audio channels, Interactive TV, HDTV, sports
and international programming, together with professional
installation and 24-hour customer service.  EchoStar has been a
leader for 25 years in satellite TV equipment sales and support
worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and
is a Fortune 500 company.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS Corporation
following the company's announcement of a proposed $1 billion
senior unsecured debt issuance (not rated by Moody's) at EDBS.

Moody's said the outlook remains stable.

Moody's took these actions:

  EchoStar Communications Corporation:

     * Corporate Family Rating -- Ba3 (affirmed)
     * Convertible Subordinated Notes -- B2 (affirmed)
     * Speculative Grade Liquidity Rating -- SGL-1 (affirmed)

  EchoStar DBS Corporation:

     * Senior Unsecured Notes due 2014 -- Ba3 (affirmed)

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Fitch Ratings affirmed Echostar Communications Corporation's 'BB-'
Issuer Default Rating, and affirmed the 'B' rating on the
convertible subordinated notes.  Fitch also affirms the 'BB-'
rating on the senior unsecured notes issued by Echostar's wholly
owned subsidiary Echostar DBS Corporation.

In addition, Fitch assigned a 'BB-' rating to the proposed
offering of $1 billion in senior notes in accordance with SEC rule
144A.  Approximately $5.9 billion of debt as of the end of the
third quarter is affected by Fitch's action.  Fitch said the
rating outlook is stable.


ENRON CORP: Settles Disputes Over Stonehill's Multi-Mil. Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement dated December 7, 2005, between
Enron Corp. and Enron North America Corp., and Stonehill
Institutional Partners, L.P., Stonehill Capital Management LLC,
and Vitro Corporativo, S.A. de C.V.

Before the Debtors filed for bankruptcy protection, ENA and Vitro
were parties to financially settled swap agreements pursuant to an
ISDA Master Agreement dated February 2001.  Enron issued a credit
support guaranty to Vitro with a limit of $10,000,000.
Subsequently, Enron issued a replacement credit support guaranty
to increase the limit to $25,000,000.

Vitro filed Claim No. 11291 for $16,350,168 against Enron
alleging obligations under the Guaranty.  Vitro also filed Claim
No. 11292 against ENA for the same amount asserting the Debtor's
obligations under the Agreements.

In August 2003, Enron, ENA and Vitro entered into a reduce-and-
allow letter where they agreed to allow both the Trading Claim
and the Guaranty Claim for $15,780,283, with the balance of each
Claim to be disallowed.

In October 2003, Vitro transferred its interest in the Guaranty
Claim and the Trading Claim to Stonehill Institutional.

To avoid the Guaranty Agreements, Enron filed an adversary
proceeding entitled Enron Corp. v. Stonehill Institutional
Partners, L.P. et al., Adversary Proceeding No. 03-93589 (AJG).

On September 20, 2004, Vitro sought payment of an administrative
claim against the Reorganized the Debtors in excess of $1,067,000
on account of the alleged breach of the Reduce and Allow Letter.
The Reorganized Debtors dispute the claim.

After negotiations, Enron, ENA, and the Stonehill Parties decided
to enter into the Settlement Agreement.

The Parties, among others, agree that the Guaranty Claim will be
allowed as a Class 185 general unsecured prepetition claim
against Enron for an agreed amount.  Furthermore, the Parties
agree to allow the Trading Claim as a Class 5 general prepetition
unsecured claim against Enron for an amount stipulated to by the
Parties.

Additionally, the Settlement provides that the Guaranty Avoidance
Action will be dismissed with prejudice and without costs to any
of the Parties.  The Administrative Claim Application will be
dismissed with prejudice.

The Settlement also resolves numerous disputed issues of fact and
law that have arisen in the course of discovery, and discussions
among the Parties.

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENVIRONMENTAL SYSTEMS: Moody's Holds B2 Rating on $5M Credit Pact
-----------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Environmental Systems Products Holdings Inc.'s and withdrew the
rating on the proposed senior secured first lien Term Loan C which
will not be funded.  The Term Loan C had initially been intended
to partially repay the second lien credit facility.

Moody's took these rating actions:

   * Withdrew the B2 rating on the proposed $75 million senior
     secured first lien Term Loan C due 2009;

   * Affirmed the B2 rating on the existing $5 million senior
     secured first lien revolving credit facility due 2008;

   * Affirmed the B2 rating on $71.6 million senior secured first
     lien Term Loan B due 2008;

   * Affirmed the B3 rating on $162 million guaranteed second
     lien senior secured term loan maturing in December 2010;

   * Affirmed the B2 Corporate Family Rating;

   * The ratings outlook is stable.

The affirmation is supported by the company's leadership position
in light-duty vehicle emissions testing in the US; expected
expansion in new business areas which leverage ESP's vehicle
inspection and testing competencies; a revenue base with
geographic and product diversity, with approximately 75% of
revenues coming from the higher margin centralized testing
services and approximately 25% of revenues coming from equipment
sales in decentralized states; the good historical renewal rates
on the centralized testing contracts; the company's leading market
shares in both centralized testing and equipment sales; and a
predictable cash flow stream from the centralized testing
operations.

The ratings are constrained by declining revenues in 2004 and
2005; declines in operating margins in 2005; significant pro-forma
financial leverage with debt to EBITDA at 3.7 times 2005 EBITDA; a
weak balance sheet with goodwill and intangibles comprising 50% of
the company's total assets, and negative tangible equity of
approximately $133.3 million, both at Dec. 31, 2005.  Further, the
ratings are constrained by the company's exposure to environmental
regulation and the relatively short maturity profile of the
company's portfolio of centralized testing contracts.  In
particular, even though ESP has a good record of contract
renewals, six out of ten major programs mature in the next two
years.  The ratings also incorporate the potential for certain
areas attaining EPA emissions standards as has happened in Dayton,
Ohio and Cincinnatti, OH and the possibility that the state could
eliminate relevant testing programs.

The stable rating outlook reflects Moody's expectation that ESP
will be successful in renewing its maturing contracts, which are
typically about five years in duration.  The company's 2005
adjusted free cash flow to debt ratio exceeded 10% and is expected
to remain positive but may come under pressure unless the company
succeeds with certain new business initiatives.

Successful execution on new, related, vehicle testing businesses,
ongoing renewal of the company's testing contracts and sustainable
adjusted cash flow to debt ratios of the order of 10% could lead
to an improvement in ratings outlook.  Increases in leverage or
material debt-financed acquisitions may have negative rating
implications.  Inability to renew maturing contracts, whether
through competitive pressures or states eliminating testing
programs, may also put negative pressure on ratings.

Environmental Systems Products Holdings Inc., with 2005 revenues
of approximately $241 million, is headquartered in East Granby,
Connecticut.  Through its Envirotest Systems Corp. operating
subsidiary, the company operates centralized vehicle emission
testing programs under multi-year contracts entered into with
state, provincial and municipal governments.  Through its
Environmental Systems Products, Inc. operating subsidiary, the
company designs, assembles and sells vehicle emission testing
equipment to decentralized facilities.  ESP is a privately held
company, of which approximately 68% is controlled by Credit
Suisse.


FEDERAL-MOGUL: Can Transfer Equity Interests in Chinese Units
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Federal-Mogul Corporation and its debtor-affiliates authority to
transfer equity interests in certain Chinese subsidiaries that are
currently held either directly by Federal-Mogul or indirectly
through its affiliates, to Federal-Mogul Holdings, Ltd., a wholly
owned non-debtor subsidiary of FMC that is a holding company
organized under the laws of Mauritius.

Federal-Mogul, with its growing business operations in China,
wants to establish a cost-effective and tax-sensitive method to:

   (i) move funds among the F-M Chinese Subsidiaries;

  (ii) take advantage of available tax rebates that relieve the
       Debtors' tax burden when dividends and other distributions
       are made from the F-M Chinese subsidiaries to their parent
       companies; and

(iii) protect itself from potential changes in Chinese tax laws.

Current Chinese law hinders the ability of the F-M Chinese
Subsidiaries to loan money to each other.  The proposed Transfers
will enable F-M Mauritius to serve as a conduit to move funds
among these F-M Chinese Subsidiaries:

     * Federal-Mogul Qingdao Automotive Company Limited,
     * Federal-Mogul (Shanghai) Automotive Co. Ltd.,
     * Guangzhou Champion Spark Plug Co., Ltd., and
     * Federal-Mogul Shanghai Bearings Co., Ltd.

FMC directly owns 100% of F-M Qingdao and F-M Shanghai.  Federal-
Mogul Global, Inc., and Federal-Mogul Pty Australia, both wholly
owned FMC subsidiaries, own equal portions of F-M Guangzhou.  F-M
Global also holds a 60% interest in F-M Bearings.

A distribution, whether as a dividend or a loan, maybe made from
a Chinese Subsidiary to F-M Mauritius.  If the distribution to
F-M Mauritius is made as a loan, F-M Mauritius may pay back the
interest without any withholding tax.  If the loan were made to
parent entities in the United States instead, the U.S. Government
would impose a withholding tax on interest paid back to the
F-M Chinese Subsidiaries.  F-M Mauritius may take the loan
distribution and invest it back into a different Chinese
Subsidiary, thereby enabling the funds to move among F-M Chinese
Subsidiaries without incurring the withholding tax that U.S.
ownership requires.

The Transfers also benefit the Debtors through a tax rebate.
Current Chinese law provides a 40% rebate of taxes paid to the
Chinese government by any F-M Chinese Subsidiary if the funds on
which the taxes were paid are distributed to a Mauritius entity
and then reinvested back into China.

In addition, while current Chinese law exempts dividends from
withholding tax, if that law changes, then the tax treaty between
China and Mauritius limits the Chinese withholding tax to 5%,
compared to 10% withholding on dividends if to a U.S.
shareholder.

                      Ownership Transferred

The proposed Transfers will move ownership of the Chinese
Subsidiaries from FMC and F-M Australia and F-M Global, into F-M
Mauritius.  As a result of the Transfers, FMC and F-M Global will
be the shareholders of F-M Mauritius and will hold interests in
F-M Mauritius proportionate to their current interests in the
Chinese Subsidiaries.

Subject to changes in the fair market values of the investments
at the time they are transferred to F-M Mauritius and any
investments other Federal-Mogul affiliates may make in F-M
Mauritius, FMC will own about 33% of F-M Mauritius, and F-M
Global, 67% of F-M Mauritius.

The Transfers will have an economically neutral impact on the
Debtors' ownership of the Chinese Subsidiaries, and will not
affect the Debtors' control of these entities.

The equity interests of the various Debtors in the Chinese
Subsidiaries are subject to first priority liens held by the
Debtors' lenders.  As part of the Revolving Credit and Guaranty
Agreement dated November 23, 2005, the postpetition lenders have
consented to the Transfers.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Nov. 30, 2005, Federal-Mogul's balance
sheet showed a US$1,450.4 billion stockholders' deficit, compared
to a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FERRO CORP: Inks Commitment Letter for $700 Mil. Credit Facility
----------------------------------------------------------------
Ferro Corporation (NYSE:FOE) executed a commitment letter for a
$700 million secured credit facility from National City Bank and
Credit Suisse.  The New Credit Facility provides for a five-year,
$300 million multi-currency senior revolving credit facility and a
six-year, $400 million term loan facility.

The revolving credit facility will have an interest rate equal to,
at the Company's option, either:

     (1) the London Interbank Borrowing Rate; or

     (2) an interest rate that is the higher of the prime rate and
         the federal funds effective rate plus 0.5%; plus, in each
         case, applicable margins based on the Company's debt
         ratings.

The new revolving credit facility will be used for working capital
and general corporate purposes and the term loans, if drawn, will
be used to refinance the Company's existing indebtedness.

The New Credit Facility will replace Ferro's existing revolving
credit facility which was due to expire in September 2006.  The
Company obtained a waiver from the lenders in its existing
revolving credit facility to extend reporting requirements for up
to 90 days for the 2004 period and to the expiration of the
facility for the periods 2005 and 2006.  The extension will give
the Company time to put the New Credit Facility in place.  In
addition, the Company indicated it expects to continue its current
asset securitization program.

"I'm pleased we were able to reach agreement on these new
financing commitments," said Thomas Gannon, Chief Financial
Officer.  "It assures the Company of adequate liquidity to meet
the anticipated needs of our operations and provides assurance of
financing in the event of any accelerated refunding of our
existing long-term debt."

The New Credit Facility is subject to:

   1) the negotiation, execution and delivery of definitive
      documentation with respect to the New Credit Facility; and

   2) closing conditions, including:

      a) due diligence;

      b) the nonoccurrence of events that have a material adverse
         effect on the Company's business (for such purposes, the
         restatement of the Company's financial statements or the
         NYSE's delisting of the Company's common shares will not
         be considered to have a material adverse effect); and

      c) compliance with certain financial measures at the closing
         date.

As of Feb. 28, 2006 Ferro had drawn $191 million on its existing
revolving credit agreement and had $69 million outstanding on its
asset securitization agreement.

                     About Ferro Corporation

Ferro Corp. -- http://www.ferro.com/-- is a major international
producer of performance materials for industry, including coatings
and performance chemicals.  The Company has operations in 20
countries and reported sales of approximately $1.8 billion in
2004.

     Contact:

     David Longfellow
     Telephone (216) 875-7155

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service downgraded the senior unsecured ratings
of Ferro Corporation to B1 from Ba1 due to continuing delays in
the issuance of audited financial statements.  In addition,
Moody's will withdraw Ferro's ratings.  Moody's could reassign
ratings to Ferro's notes and bonds once it has received audited
financials for 2004 and 2005.

Ratings downgraded and will be withdrawn:

   * Senior implied rating -- B1 from Ba1

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

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

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


FERRO CORP: S&P Downgrades Corporate Credit Rating to B+ from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ferro
Corp., including its corporate credit rating to 'B+' from 'BB'.
All ratings remain on CreditWatch with negative implications,
where they were placed Nov. 18, 2005.

The downgrades reflect:

   * ongoing delays in the filing of quarterly and audited annual
     financial statements due to an ongoing accounting
     investigation and required restatements;

   * the recent absence of transparency with regard to current
     results and near term prospects; and

   * a diminished business profile that has resulted in weak
     operating margins and earnings.

"However, commitments for a new revolving credit facility and term
loan, as well as expected proceeds from asset sales, temper
downside pressures on credit quality at this time," said Standard
& Poor's credit analyst Wesley E. Chinn.

"The revised ratings incorporate our expectation that liquidity
will remain adequate; and that any deficiencies in the company's
internal controls over financial reporting are being addressed in
a timely manner and will not lead to additional meaningful delays
in the filing of financial statements, or hamper Ferro's ability
to strengthen profitability and its financial condition," added
Mr. Chinn.

In addition, as detailed below, Ferro's debentures, senior notes,
and unrated bank credit facility are in the process of becoming
secured because of a springing lien that was recently triggered.
Standard & Poor's lowered the ratings on the debentures and senior
notes to a level below the corporate credit rating as a result of
this development.

The ratings on Ferro reflect the likelihood that the 2005
financial statements will not be filed soon.  Profitability is
also weak at this producer of:

   * ceramic glaze,
   * porcelain enamel coatings,
   * electronic materials,
   * inorganic pigments, and
   * colorants,

reflecting in part higher raw-material costs, and softness in the
appliance and automotive markets.

These negatives are somewhat offset by:

   * a planned new credit agreement;

   * the potential for a modest earnings rebound during 2006; and

   * the expectation that a meaningful portion of the company's
     diverse product portfolio (generating annual revenues of
     almost $2 billion) will be monetized soon to reduce debt and
     bolster still-adequate liquidity.

After successive delays, Ferro expects to file its 2004 financial
statements (10-K and 10-Qs).  The company will then have to file
its 10-K and 10-Qs for 2005 by Sept. 30, 2006, to remain in
compliance with requirements under its bank credit facility and to
avoid suspension from the New York Stock Exchange.  Untimely
filing will probably also hamper its ability to comment to any
meaningful extent on 2006 results, thereby increasing concerns
related to lack of transparency of operating results.  The filing
delays caused by the lengthy accounting investigation and
restatement process, as well as the absence of transparency on
business conditions and operating results, which have resulted
from this review work, are a significant credit quality negative.

Resolution of the CreditWatch depends in part on Ferro filing its
2005 and 2006 financial statements.  Although not currently
expected, Standard & Poor's could lower the ratings if liquidity
suffers for any reason including:

   * delays on the closing of the new credit agreement or
     difficulty accessing it;

   * financial covenant violations; or

   * a suspension in trading of the company's stock.

Moreover, material negative surprises arising from disclosures in
any of the financial statements or additional meaningful delays in
the filing of those statements could lead to a further downgrade.


FRESENIUS MEDICAL: Renal Merger Prompts S&P to Lower Rating to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Germany-based health-care companies Fresenius
Medical Care KGaA (FMC) and its parent Fresenius AG (Fresenius) to
'BB' from 'BB+', following U.S. antitrust clearance for FMC's
acquisition of U.S.-based health-care company Renal Care Group
Inc. (RCG; BB-/Positive/--).  The ratings were removed from
CreditWatch, where they were originally placed on May 4, 2005.
The outlook is negative.

At the same time, Standard & Poor's assigned its 'BB' senior
secured debt rating to FMC's $4.6 billion facilities, which were
put in place to finance the acquisition of RCG.

"The downgrade reflects FMC's and Fresenius' highly leveraged
capital structure after completion of the acquisition," said
Standard & Poor's credit analyst Michael Seewald.  "This is
despite some cash inflows from various transactions, which allowed
FMC to reduce the RCG acquisition financing to $4.6 billion from
$5.0 billion."

Standard & Poor's estimates that the combined group's lease,
pension, and litigation-adjusted net debt to EBITDA will be about
4.0x-4.3x, and funds from operations to net debt about 13%-14% at
financial year-end 2006.  This reflects a substantial
deterioration from the pre-acquisition values of 3.4x and 20% at
financial year-end 2005.

From a business risk perspective, Standard & Poor's considers the
acquisition to be mildly positive in the long run, reflecting:

   * the group's No. 1 market position in the North American
     dialysis services market;

   * vertical integration benefits;

   * geographic diversity;

   * attractive growth prospects; and

   * the stabilizing effects of a recurring revenue stream.

Despite the group's diversification through its expansion in the
German hospital management sector, Standard & Poor's continues to
view the group's business risk as tempered by its predominant
focus on a single-disease area.

"The negative outlook reflects both entities' below-par pro forma
debt-protection measures for the 'BB' ratings and the group's
shift in 2005 to a more aggressive financial posture, driven by
its external growth strategy," said Mr. Seewald.  "The 'BB'
ratings could be lowered in the next 12-18 months if FMC and
Fresenius fail to demonstrate the ability to achieve and sustain
adjusted net debt to EBITDA of about 3.5x-3.8x and FFO to net debt
of about 17%, by financial year-end 2007."


GARDENBURGER INC: Emerges From Chapter 11 Protection
----------------------------------------------------
Gardenburger, Inc., emerged from bankruptcy as Wholesome & Hearty
Foods Company, a privately held corporation owned by Annex Capital
Management LLC.  Annex Capital Management is a New York-based
investment firm with significant experience in consumer products.

Annex Managing Directors Alexander Coleman and Robert Fowler III
will serve on the new board of directors.  "We believe Wholesome &
Hearty Foods is now well positioned to take advantage of the
positive trends in many segments of the natural and organic foods
segments," said Robert Fowler III, who will chair the new board.

The company completed its Chapter 11 reorganization and has
introduced a new business strategy that focuses on returning to
its roots as a maker of great tasting vegetarian foods that
provide positive nutritional benefits.  This is a distinct shift
from its pre-bankruptcy strategy of adjusting its recipes and
product positioning to meet the needs of consumers on low carb
diets.

"We are pleased to have accomplished so much in five months," said
Scott C. Wallace, president and chief executive officer since
January 2001.  "Our management has built a foundation for strong
financial performance, enabling us to invest in product
development so that we can provide more great-tasting foods with
nutritional benefits particularly important to consumers on
vegetarian diets and beneficial to all consumers.  Additionally,
we changed the company name back to Wholesome & Hearty Foods to
communicate that we make much more than veggie burgers and how
much we value our rich heritage as the 'original' veggie foods
company."

Wholesome & Hearty Foods is encouraging people to "eat positive"
from their freshest menu yet. The company's foods were already
naturally healthful as a result of ample use of whole grains,
vegetables and beans.  By adding new ingredients such as flax
seed, the company was able to provide a natural source of heart-
healthy omega 3 oils, additional grains such as rolled oats now
provide more fiber and vegetables including tomatoes add healthy
anti-oxidants.  Also, Wholesome & Hearty Foods was able to remove
gluten and soy from some foods making them options for consumers
with special dietary needs.

The company also launched a new advertising campaign in
progressive media such as Utne Reader, Body & Soul and Vegetarian
Times to connect Gardenburger with its core consumer base.  The
campaign was created by Seattle-based egg, an agency that works
exclusively with socially responsible companies.

Gardenburger brand veggie foods can be purchased at natural foods
stores, grocery stores, club stores and casual dining restaurants
nationwide.  Also, while Gardenburger has been a staple on college
campuses for many years, it can now be found on the menu of
kindergarten through 12th grade menus.  Wholesome & Hearty Foods
feels strongly that childhood obesity is an infinitely solvable
problem that starts with offering healthy foods at all schools
across America and is proud to offer many products that meet
school's nutrition guidelines.

                            The Plan

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

               About Annex Capital Management LLC

Annex Capital is a private equity firm, which specializes in the
acquisition of private equity and debt securities in the secondary
market.  Transactions often include portfolios of securities and,
once acquired, Annex Capital maintains investment and operational
competencies, which allows it to invest in, as well as assist in
the management of, portfolio companies.  At present, Annex Capital
manages debt and equity investments in 20 portfolio companies in a
broad range of industries, including food, specialized
manufacturing, information services and telecommunications.  Annex
Capital is principally backed by Coller Capital, a specialist
investment manager dedicated to the purchase of secondary
interests in buyout, venture capital, and mezzanine investments,
as well as direct investments.  Coller Capital manages in excess
of $3.5 billion on behalf of some of the world's largest
institutional investors.

                       About Gardenburger

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.


GENERAL MOTORS: District Court Approves UAW Health Care Settlement
------------------------------------------------------------------
General Motors Corp. (NYSE: GM) reported Friday that the U.S.
District Court in Detroit approved the health-care settlement
agreement between GM, the United Auto Workers Union and the class
representatives.

Judge Robert Cleland's decision means that GM can immediately
begin to implement modifications to the health-care plan for GM's
U.S. hourly retirees.  The Company expects to complete full
implementation of the Plan by June 1, 2006.

"When we announced last October our tentative agreement on health
care with the UAW, we said that it would significantly reduce GM's
health care costs while allowing GM to maintain high-quality
health care benefits for our hourly retirees," GM Chairman and
Chief Executive Officer Rick Wagoner said.  "This approval allows
us to fulfill those important objectives as we continue to rapidly
implement all aspects of our North American turnaround plan."

The health-care agreement is expected to reduce GM's retiree
health-care liabilities by about $15 billion, or 25% of the
company's hourly health-care liability, and reduce GM's annual
employee health-care expense by about $3 billion on a pre-tax
basis.  Cash savings are estimated to be about $1 billion a year.

Approval of the health-care settlement is the latest in a series
of important milestones in GM's North American turnaround plan.
The plan features four focus areas:

    1) product excellence;
    2) sales and marketing revitalization;
    3) cost reduction coupled with quality improvement; and
    4) addressing the health-care cost disadvantage.

Other important actions include:

    -- on March 26, GM reached an agreement with the UAW and
       Delphi Corp. to reduce the number of U.S. hourly employees
       through an accelerated attrition program.  The agreement is
       subject to court approval in the Delphi Chapter 11
       bankruptcy proceeding.  This supports GM's decision to
       reduce excess production capacity by one million units
       annually and eliminate 30,000 manufacturing jobs by 2008.

    -- on March 7, GM disclosed changes to the U.S. salaried
       pension plan under which GM will freeze accrued benefits in
       the current plan at the end of 2006, and implement a new
       benefit structure for subsequent accruals.  This will
       include a reduced defined benefit plan for some salaried
       employees and a new defined contribution plan for the other
       salaried employees.  These actions are expected to reduce
       FAS 87 annual pre-tax pension expense by approximately $420
       million in 2007, and reduce GM's pension liability by
       approximately $1.6 billion at year-end 2006.

    -- on Feb. 7, GM stated that it would cap its contributions to
       salaried retiree health care, effective Jan. 1, 2007.  This
       action is expected to reduce OPEB liability by
       approximately $4.8 billion and reduce OPEB expense by about
       $900 million.

GM's initiatives, when fully implemented, are expected to
significantly reduce GM's structural costs.  In late 2005, GM set
a target to reduce costs in North America by $7 billion,
consisting of a reduction in its structural costs by $6 billion on
a running-rate basis, and a reduction in its material costs by $1
billion by the end of 2006.

Largely due to additional cost-reduction actions in the areas of
U.S. salaried retiree health care and U.S. salaried employee
pension benefits, GM now expects to reduce structural costs in
North America by about $7 billion on a running-rate basis by the
end of 2006.  Approximately $4 billion of the structural cost
reduction is expected to be realized during calendar year 2006
which will give GM a real boost in achieving its objective to
reduce global structural cost to 25 percent of revenue by 2010,
down from approximately 34% in 2005.

In addition, this $7 billion on a running-rate basis now takes
into account the unfavorable impact on structural costs of $1
billion contributions that GM has committed to make to a new
defined contribution VEBA Trust in each of 2006, 2007, and 2011 as
part of the health care settlement agreement.

"In addition to the progress we are making to reduce costs, we
also are firmly committed to the revenue-enhancement elements in
our huge cost reduction initiatives of our turnaround plan,
specifically product excellence and revitalizing our sales and
marketing strategy," Mr. Wagoner said.  He added that in support
of GM's aggressive product offensive, GM expects to increase its
capital spending again in 2006 to $8.7 billion.

On the sales and marketing strategy front, in January of this
year, GM significantly lowered manufacturer's suggested retail
prices on vehicles accounting for about 80 percent of its GMNA
automotive sales volume, further supporting its initiatives to
revive the focus on the value of GM's strong product line-up, and
reduce focus on incentives.

"Strong products are the cornerstone of our turnaround efforts,"
Mr. Wagoner said.  "We're especially pleased with the early sales
of our new full-sized sport utilities, the Chevrolet Tahoe, GMC
Yukon and Cadillac Escalade, and we expect to build on this
momentum with the introduction of the new Saturn vehicles later
this year." GM anticipates that recently launched vehicles will
account for 29 percent of its U.S. sales volume in 2006, up from
22 percent in 2005.

                       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 March 31, 2006,
Standard & Poor's Ratings Services placed all its ratings,
including its 'B' long-term and 'B-3' short-term corporate credit
ratings, on General Motors Corp. on CreditWatch with negative
implications.  This action stems from:

   * GM's disclosure in its 2005 10-K that the recent restatement
     of its previous financial statements raises potential issues
     regarding access to its $5.6 billion standby credit facility;
     and

   * the possibility that certain lease obligations of as much as
     $3 billion could be subject to possible claims of:

             -- acceleration,
             -- termination, or
             -- other remedies.

On March 29, 2006, Moody's Investors Service lowered the ratings
of General Motors Corporation: Corporate Family Rating and senior
unsecured to B3 from B2 and Speculative Grade Liquidity Rating to
SGL-3 from  SGL-2.  The outlook is negative.  GMAC and ResCap are
unaffected.

The GM rating actions come in response to the company's disclosure
that restatements of its 2002, 2003 and 2004 financial statements
could result in the acceleration of as much as $3 billion in
various lease obligations and in the company potentially not being
be able to borrow under its $5.6 billion unused revolving credit
facility.  Moody's said that although GM's $20.4 billion cash and
short-term VEBA position should afford the company adequate
liquidity to repay the affected lease obligations if necessary,
this reduction in liquidity increases the company's risk profile
at a time when it faces considerable ongoing operating and
competitive challenges.


GENERAL MOTORS: Glum Over Delphi's Bid to Reject Supply Contracts
-----------------------------------------------------------------
General Motors Corp. is disappointed with Delphi Corp.'s decision
to seek court authority to reject certain supply contracts with GM
but GM says it remains committed to working with Delphi and its
unions to reach a consensual agreement.

"We disagree with Delphi's approach but we anticipated that this
step might be taken," said Rick Wagoner, GM chairman and chief
executive officer.  "GM expects Delphi to honor its public
commitments to avoid any disruption to GM operations."

Delphi's motion for authority to reject certain GM supply
contracts, as well as the company's motion to reject its labor
contracts, is consistent with past practices of other suppliers in
Chapter 11.

"Motions to reject labor agreements are fairly common in
reorganization proceedings and we have seen this approach play out
to agreed resolutions in other cases," Mr. Wagoner said.  "GM will
continue to work with Delphi, its unions and the court to achieve
a consensual agreement that makes sense and is financially viable
for all of the parties.  We believe the special attrition program
we agreed to with the UAW and Delphi last week is indicative of
GM's commitment to reaching such an agreement."

GM's objective in the Delphi reorganization remains to ensure that
Delphi can continue as a viable important supplier to GM on terms
that make sense for both GM and its stockholders.

                      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 March 31, 2006,
Standard & Poor's Ratings Services placed all its ratings,
including its 'B' long-term and 'B-3' short-term corporate credit
ratings, on General Motors Corp. on CreditWatch with negative
implications.  This action stems from:

   * GM's disclosure in its 2005 10-K that the recent restatement
     of its previous financial statements raises potential issues
     regarding access to its $5.6 billion standby credit facility;
     and

   * the possibility that certain lease obligations of as much as
     $3 billion could be subject to possible claims of:

             -- acceleration,
             -- termination, or
             -- other remedies.

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 followed 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.


GENERAL MOTORS: Reduced Liquidity Prompts Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of General Motors
Corporation: Corporate Family Rating and senior unsecured to B3
from B2 and Speculative Grade Liquidity Rating to SGL-3 from
SGL-2.  The outlook is negative.  GMAC and ResCap are unaffected.

The GM rating actions come in response to the company's disclosure
that restatements of its 2002, 2003 and 2004 financial statements
could result in the acceleration of as much as $3 billion in
various lease obligations and in the company potentially not being
be able to borrow under its $5.6 billion unused revolving credit
facility.  Moody's said that although GM's $20.4 billion cash and
short-term VEBA position should afford the company adequate
liquidity to repay the affected lease obligations if necessary,
this reduction in liquidity increases the company's risk profile
at a time when it faces considerable ongoing operating and
competitive challenges.

The challenges include the need to achieve an acceptable
resolution to the Delphi reorganization, the continuing financial
pressure on its domestic supplier base, stemming the erosion in
its US market share position, effectively implementing its
domestic restructuring initiatives, establishing a business model
that will reverse its large negative automotive cash flow by the
end of 2007, and completing the sale of a majority interest in
GMAC.  The rating agency also expressed concern that the threat of
a possible acceleration of a large number of leases and the
potential unavailability of its credit facility could have
negative implications for the terms under which GM pays its trade
creditors, with suppliers seeking earlier payment.  The downgrade
of the Speculative Grade Liquidity rating to SGL-3 from SGL-2
recognizes that one important component of GM's liquidity profile
-- the unused $5.6 billion credit facility -- may be unavailable.

The negative outlook recognizes the significant near-term
operating challenges that GM continues to face, the most
significant of which is resolving the Delphi reorganization and
avoiding a protracted UAW strike at that supplier.  Moody's noted
that the UAW rejected Delphi's most recent salary and benefit
proposal, and that the deadline set by Delphi for reaching an
agreement with the union is March 30th.  Absent an agreement,
Delphi has stated its intention to request approval from the
bankruptcy court to reject the current UAW contract. Court
approval of such a request could take 45-plus days.  Moody's
believes that the risk of a UAW strike would increase as any
potential court approval of contract-rejection approaches.

One potential alternative available to GM for maintaining access
to a credit facility would be to grant collateral to its lenders.
Moody's notes that the limitation on liens provision of the
indenture covering the company's approximately $29 billion in
public debt, would permit the granting of security covering a
significant portion of the automotive assets.  The rating agency
cautioned, however, that the granting of such security could
contribute to a down-notching of the unsecured debt below the
Corporate Family Rating level.

The GM rating action concludes a review for possible downgrade
that was initiated on March 16th when GM announced that the filing
of its 2005 Form 10K with the SEC would be delayed.  At that time
Moody's noted that its review would focus on "the company's
ability to file its financial statements in the near term in order
to avert potential disruption to its financial flexibility" and on
"on the quality of GM's 2005 earnings including an assessment of
the impact of restatements and disclosures relating to unusual
charges as well as the extent and nature, if any, of material
weaknesses and control deficiencies." Although filing of the 10K
on March 28th was constructive, the rating agency believes that
the restatements have contributed to a potentially significant
disruption in GM's financial flexibility that warrants the one-
notch downgrade to B3.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.


GRANITE BROADCASTING: Reports 4th Qtr & Full Year Fin'l Results
---------------------------------------------------------------
Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK)
reported fourth quarter and full year 2005 results.  Reported
results exclude the results of the Company's San Francisco and
Detroit stations, which are classified as "held for sale" under
generally accepted accounting principles and are reported as
discontinued operations.

Net revenue increased 5.6% during the quarter and 7% for the full
year.  The 2005 results include the results of new stations in
Fort Wayne, Indiana and Duluth, Minnesota, consolidated as a
result of the shared services arrangements with Malara Broadcast
Group as of March 8, 2005.

Commenting on the results, W. Don Cornwell, Chairman and Chief
Executive Officer, said, "We are extremely pleased with our
results for both the fourth quarter and full year as our station
group achieved solid revenue growth that outperformed the
industry.  Our net revenue gain of 5.6 percent in the fourth
quarter is especially impressive in light of the absence of almost
$3.0 million in political advertising revenue, a reduction in
network compensation and a soft automotive market.  Revenue from
the new stations we operate in Fort Wayne and Duluth, the success
of numerous local initiatives, and strong non-political revenue
growth at the Buffalo and Fort Wayne ABC affiliates and the Peoria
and Duluth NBC affiliates all contributed to our performance."

John Deushane, Chief Operating Officer, said, "Our ability to
report solid growth in a non-political, non-Olympic quarter and
year is a direct result of the progress we have made with our
strategic initiatives, specifically the development of new local
revenue, and improved ratings.  We generated over $1.5 million in
new local direct business during the quarter, which is 75% higher
than that of last year's fourth quarter.  And we achieved ratings
growth in key dayparts and demographics at virtually all of our
stations."

Mr. Deushane added, "We continue to focus on delivering localized
content and have recently expanded our morning news and added
weekly local sports programs in three markets. We've also taken
advantage of our digital spectrum by adding the 24/7 Weather Plus
channel in all four of our NBC markets.  In September 2005, we
entered into a shared services arrangement with the UPN affiliate
in Peoria, giving us our third such arrangement in 2005.  These
efforts are strengthening our station brands with viewers and the
community as a whole, while creating new revenue opportunities.

"We are very proud of our operational results for 2005 and expect
to see additional revenue and margin improvement in 2006 as we
benefit from the Olympic and political advertising cycles,
additional operating leverage in Ft Wayne, Duluth and Peoria, and
productivity initiatives at all of our stations."

Mr. Cornwell concluded, "We are increasingly happy with the health
of our Company from an operating perspective.  We have made
substantial progress in positioning our stations to grow the top
line while implementing a series of initiatives to improve our
cost structure.  These accomplishments have improved the financial
performance of our station group, creating additional value for
the holders of our securities, for our employees, our advertisers
and the communities we serve.

"We entered 2006 with the expectation of continuing to make
substantial progress in achieving our strategic goals.  The
proceeds from the sales of our stations in San Francisco and
Detroit were to be reinvested in stations that fit our strategy,
and to provide necessary working capital.  To that end, we had
identified several attractive stations, including our previously
announced proposed purchase of the CBS affiliate serving
Binghamton, New York.

"However, the unexpected and damaging decision by The WB Network
to cease operations in September 2006 has made the sales of those
stations on an acceptable basis much less certain at the current
time.  While we continue to evaluate recent proposals for the
sales of these stations, the funds we need for our business and
for strategic acquisition of stations such as Binghamton may come
from other sources, if available.  Absent asset sales or changes
to our capital structure, we will not have enough cash to make our
interest payment on June 1, 2006.

"In that regard, we have engaged the services of Houlihan Lokey
Howard & Zukin as our financial advisor to assist the Company in
the evaluation of strategic options and to advise us on available
financing and capital restructuring alternatives.  We will provide
additional detail on this process as appropriate."

                     Fourth Quarter Results

Net revenue increased 5.6% to $24.5 million for the quarter.
Decreases in political advertising revenue were more than offset
by increases in local non-political revenue and the inclusion of a
full quarter of operations of the new affiliated stations in Fort
Wayne and Duluth, consolidated as a result of the strategic shared
services arrangement with Malara Broadcast Group.

Station operating expenses increased 7.8% to $15.6 million for the
quarter.  Decreases in operating expense due primarily to cost-
savings initiatives at the Buffalo ABC affiliate and Syracuse CBS
affiliate were more than offset by the inclusion of a full quarter
of operations of the new stations in Fort Wayne and Duluth.

                        Full Year Results

Net revenue increased 7% to $86.2 million for the full year.
Decreases in political advertising revenue and non-political
national advertising revenue were more than offset by increases in
local non-political revenue and the inclusion of operational
results of the new affiliated stations in Fort Wayne and Duluth,
consolidated as a result of the strategic shared services
arrangement with Malara Broadcast Group.

Station operating expenses increased 7.5% to $60.3 million for the
full year.  Decreases in operating expense due primarily to cost-
savings initiatives at the Buffalo ABC affiliate were more than
offset by the inclusion of operational results of the new stations
in Fort Wayne and Duluth.

           Sales of San Francisco and Detroit Stations

On September 8, 2005, the Company announced that it had entered
into separate definitive agreements to sell its two WB-affiliated
television stations, KBWB, Channel 20 in San Francisco, California
and WDWB, Channel 20 in Detroit, Michigan to wholly owned
subsidiaries of AM Media Holdings, LLC, an affiliate of ACON
Investments, LLC.  In consideration for the sales of the two
stations as well as for covenants not to compete in each of the
San Francisco and Detroit markets, the Company was to receive
$180 million in the aggregate, before closing adjustments,
consisting of $177.5 million in cash and $2.5 million of equity in
AM Media Holdings, LLC.

On February 14, 2006, and in light of the announcement by the WB
Network that it will cease operations in September 2006, the
Company amended each of its agreements with wholly owned
subsidiaries of AM Media relating to the sales of the television
stations in San Francisco and Detroit.  The amendments eliminate
the exclusivity, or "no-shop", clause in each agreement, thereby
freeing the Company to engage in dialogue with other parties
interested in acquiring the stations while AM Media re-evaluates
its interest in the transactions.  In addition, the amendments
allow either party to terminate the agreements at any time.

The Company has received inquiries from several parties expressing
interest in one or both of these stations and is in the process of
evaluating proposals.

            First Quarter and Full Year 2006 Guidance

Commenting on the outlook for the quarter ending March 31, 2006,
and for the year ended December 31, 2006, Larry Wills, Chief
Financial Officer, said, "Our results for the first quarter will
benefit from Olympic and political advertising, incremental new
business development and the inclusion of a full quarter of
operations of the two new stations consolidated as a result of the
Malara transaction.  We currently expect first quarter net revenue
to increase in the range of 13 to 15 percent and station operating
expenses to increase between 8.3 and 10.3 percent.  For the full
year, we anticipate high single-digit net revenue growth and low
single-digit expense growth."

Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) owns
and operates, or provides programming, sales and other services to
13 channels in the following 8 markets: San Francisco, California,
Detroit, Michigan, Buffalo, New York, Fresno, California,
Syracuse, New York, Fort Wayne, Indiana, Peoria, Illinois, and
Duluth, Minnesota-Superior, Wisconsin.  The Company's station
group includes affiliates of the NBC, CBS, ABC, WB and UPN
networks, and reaches approximately 6% of all U.S. television
households.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Standard & Poor's Ratings Services lowered its ratings on Granite
Broadcasting Corp., including its long-term corporate credit
rating, to 'CCC-' from 'CCC', acknowledging that the company
currently has insufficient funds to meet its upcoming interest
payment.  The outlook is negative.

Moody's Investors Service lowered Granite Broadcasting
Corporation's corporate family rating to Caa2 from Caa1 and
preferred stock rating to C from Ca following the company's
announcement that it intends to market its two WB affiliate
stations while AM Media Holdings LLC evaluates is interest in
purchasing these assets in light of the likely loss of the WB
affiliation when the network ceases operations in 2006.
Additionally, Moody's affirmed the B3 rating on the company's
senior secured notes.  Moody's said the outlook remains negative.


INTERSTATE BAKERIES: Wants Plan-Filing Period Stretched to Sept.
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
further extend their exclusive periods to:

   (a) file a plan of reorganization through September 22, 2006;
       and

   (b) file and solicit acceptances of that plan through
       November 21, 2006.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reports that as of March 23, 2006, the
Debtors have completed the reviews and effected the
consolidations in nine of their profit centers.  The Debtors have
begun the proposed consolidation activities in their 10th profit
center.

The Debtors have closed seven bakeries, 200 distribution centers,
and 200 thrift stores.  They have also remapped almost all of
their original 9,100 delivery routes.

As previously reported, the Debtors anticipated that there would
be a period of transition before the true impact of the projected
efficiencies could be realized.  The initial results have been
mixed and the analysis of the results has been complicated by
increase of costs of raw materials and energy over the last six
months, Mr. Ivester tells the Court.

As a consequence, the Debtors are examining the prospect of
passing the increased costs along through strategic pricing
actions.  Mr. Ivester explains that the Debtors will need to
monitor and analyze future sales results to ascertain the
implications of any price increases on customer demand.

As of March 23, 2006, the Debtors have reached long-term
extensions with 42 of their local collective bargaining units,
which is 21% of their unionized workforce.  The long-term
extensions modify and extend the existing CBAs until 2010.

Under the long-term extensions, the Debtors have reached
agreements with locals affiliated with each of the International
Brotherhood of Teamsters and the Bakery, Confectionery, Tobacco
Workers & Grain Millers International Union.  The Debtors hope to
use those agreements as the framework for negotiating similar
agreements with the remaining IBT and BCTGM collective bargaining
units.  However, substantial work remains to be done to reach
acceptable agreements with the remaining collective bargaining
units, Mr. Ivester notes.

The Debtors have also made significant progress in:

   -- completing audits;

   -- adopting financial controls to comply with Sarbanes-
      Oxley;

   -- responding to a pending SEC investigation; and

   -- addressing various tax issues, including net operating
      losses generated after their Chapter 11 cases were filed.

The Debtors have filed sixteen omnibus objections to claims,
resulting in more than 2,500 claims being modified or removed
from their claims registers.  The Debtors expect to continue
resolving more than 8,800 claims filed in their Chapter 11 cases
through negotiation and further omnibus claims objections.

As of March 23, 2006, the Debtors have filed 21 motions rejecting
355 real property leases, thereby reducing unnecessary drains on
their cash resources.  The Debtors have also sold real property
aggregating $84,000,000.

Mr. Ivester asserts that a credible long-term business plan is
essential to the assessment of a reasonable range of values for
the Debtors' reorganized businesses and the determination of how
much debt and equity those businesses will be able to support --
both of which assessments are prerequisites to the filing of a
plan of reorganization.

Once the Debtors have formulated a credible long-term business
plan, they anticipate engaging in discussions with all of their
constituents regarding a plan of reorganization, including
continuing discussions with the union employees' collective
bargaining units, as necessary, Mr. Ivester tells Judge Venters.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
Nos. 36 & 37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


J.G. WENTWORTH: Moody's Rates $200 Mil. Term Loan at B2
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
J.G. Wentworth LLC and a B2 rating to the company's $200 million
senior secured term loan offering.  The outlook for the ratings is
stable.

The corporate family rating reflects J.G. Wentworth's significant
position as a leader in the structured settlement market, Moody's
said.  JGW's principal business is to purchase structured
settlements from individuals that have settled a claim with an
insurance company, thereby offering an option for the individual
to receive all or a portion of the annuity-type payments up-front.
JGW then securitizes pools of these purchased settlements.  The
company's operating performance the last several years has been
solid, according to Moody's, with operating margins exceeding 30%
and significant cash flow generation.

Moody's also said that the rating is supported by the
characteristics of a structured settlement.  JGW's purchased
settlements have maintained an average yield in excess of 13%.
Credit quality has not been a significant issue because the
providers of the annuity payments are primarily highly rated
insurance companies.  In addition, since June of 2000, all of the
company's structured settlements have been approved by a judge
that assigns payment of the annuity to JGW from the claimant.

JGW's extensive marketing efforts have created a database of
customer leads that have provided opportunities to generate
business and to expand market share, Moody's said.  The database
not only provides leads to new structured settlements, but also
allows the company to maintain contact with existing customers who
may pursue an amendment to a previous settlement.  Amendments to
existing contracts provide for greater margin due to lower
marketing expenses relative to newly purchased contracts.

Moody's said that there are a number of risks that balance these
positive attributes.  First, JGW is adding substantial financial
leverage with this transaction.  The firm is adding a significant
amount of debt and paying a large dividend to its owners.  The
resulting leverage profile is a key risk factor.

Moody's also noted that, as a result of this transaction, JGW's
majority owner will effectively be cashed-out of its original
equity investment, which was only made in mid-2005.  Additionally,
the firm's other owners will receive a significant dividend
payout.  With a more limited risk position, governance could tilt
toward a more aggressive approach to the business or the firm's
financial profile.

The planned dividend will also leave the company with limited
financial flexibility.  The company will have no tangible common
equity, and will have limited cushion to withstand unexpected
events such as those that could arise through operational,
regulatory, or litigation risks.

Moody's said that the structured settlement market has
historically been impacted by substantial litigation.  In the late
1990's, JGW endured a series of class-action lawsuits, and even
had to suspend marketing efforts.  All class action lawsuits have
since been settled.  The industry is now regulated in 44 states
and the required approval of individual transactions by judges act
as potential mitigants to future litigation.  However, Moody's
believes that the industry may continue to attract attention --
and litigation, regulatory or legislative risks are present.

Although JGW is the leader in the structured settlement market,
increased competition has impacted the yield the company earns on
the purchase of structured settlements added Moody's.  The
substantial interest expense from the new debt issuance will
require the company to manage compressing margins actively in
order to maintain coverage levels.

With respect to the B2 rating on the notes, Moody's stated that
JGW's usage of the securitization market effectively subordinates
the claims of the senior secured note holders.  The company funds
settlement purchases by drawing on a warehouse facility that
resides within a bankruptcy-remote subsidiary, leaving the JGW
creditor with no claim on these assets.  The residual interests
from the securitizations are housed within a similar subsidiary,
also resulting in subordination for the JGW creditor.  The senior
secured debt is supported primarily by intangible assets and stock
in subsidiaries which limits its recovery prospects in a stress
scenario.

What Could Change the Rating Up -- Improvements in interest
coverage and leverage levels as a result of increasing cash flow
generation at the operating company and a continued demonstration
of operating without legal or regulatory challenges could put
upward pressure on the rating.

What Could Change the Rating Down -- Ratings could go down if JGW
has a decrease in net yield or a loss in market share as a result
of greater competition or an adverse legal ruling that impairs the
franchise.

These ratings were assigned:

   * Corporate Family Rating -- B2
   * Senior Secured Term Loan -- B2

Outlook Stable.

J.G. Wentworth is located in Bryn Mawr, PA and reported assets of
approximately $270 million at Dec. 31, 2005.


JAG MEDIA: Posts $737,461 Net Loss in Second Quarter Ended Jan. 31
------------------------------------------------------------------
JAG Media Holdings, Inc., delivered its financial statements for
the second quarter ended Jan. 31, 2006, to the Securities and
Exchange Commission on Mar. 22, 2006.

                            Financials

The company reported a $737,461 net loss on $45,075 of revenues
for the three months ended Jan. 31, 2006.

At Jan. 31, 2006, the company's balance sheet showed $236,684 in
total assets and $2,873,715 in total liabilities, resulting in a
$2,637,035 stockholders' deficit.

Full-text copies of JAG Media Holdings, Inc.'s financial
statements for the second quarter ended Jan. 31, 2006, are
available at no charge at http://ResearchArchives.com/t/s?741

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 2, 2005,
J.H. Cohn LLP expressed substantial doubt about JAG Media
Holdings, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended July 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses and cash flow deficiencies from
operating activities.

Headquartered in Boca Raton, Florida, JAG Media Holdings, Inc., is
a provider of Internet-based equities research and financial
information that offers its subscribers a variety of stock market
research, news, commentary and analysis, including "JAG Notes",
the Company's flagship early morning consolidated research
product.  Through the Company's wholly owned subsidiary TComm (UK)
Limited, the Company also provides various video streaming
software solutions for organizations and individuals.  The
Company's Web sites are located at http://www.jagnotes.com/and
http://www.tcomm.co.uk/and http://www.tcomm.tv/

At Jan. 31, 2006, JAG Media's stockholders' deficit widened to
$2,637,035 from a $1,914,593 deficit at Oct. 31, 2005.


KAISER ALUMINUM: Court OKs Summary Judgment on Clark Public Claims
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 21, 2005,
Kaiser Aluminum Corporation and its debtor-affiliates asked the
U.S. Bankruptcy Court for the District of Delaware for a summary
judgment regarding their motion to disallow and expunge the claims
of Clark Public Utilities.

Public Utility No. 1 of Clark County, doing business as Clark
Public Utilities, filed general unsecured claims against Kaiser
Aluminum & Chemical Corporation:

    a. Claim Nos. 3122 in an unliquidated amount for certain
       refund ordered by the Federal Energy Regulatory Commission
       in an action commenced by Puget Sound Energy, Inc., a
       utility company in the Pacific Northwest; and

    b. Claim No. 7245 for $63,716,317 for certain disgorgement
       ordered by the FERC for making a jurisdictional sale of
       power without prior FERC authorization in violation of the
       Federal Power Act.

             Clark Objected to Summary Judgment Motion

Frederick B. Rosner, Esq., at Jaspan, Schlesinger & Hoffman LLP,
in Wilmington, Delaware, told the Court that the Debtors' request
should be denied because there are disputed issues of material
fact regarding whether the claims of Public Utility District No. 1
of Clark County, should be allowed and, thus, the Debtors were not
entitled to summary judgment.  He asserted that the Debtors have
failed to show that there are no genuine issues of material fact
in the dispute.

Clark disputes the Debtors' assertions that:

   (1) it lost on the merits of the unreasonable rate claims
       before the Federal Energy Regulatory Commission;

   (2) there was a hearing on the merits on Clark's unauthorized
       sale claim in the Puget Sound Proceeding or that
       unauthorized sale claim could have been brought in
       the Puget Sound Proceeding in the first place; and

   (3) the Debtors did not sell electric power to Clark under the
       terms of their Purchase and Sale Agreement.

For reasons stated in open court, Judge Fitzgerald grants the
Reorganizing Debtors' request for summary judgment.  The Court
disallows Clark's Claim Nos. 3122 and 7245 in their entirety.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 92; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Hires Perkins as Ordinary Course Professional
--------------------------------------------------------------
Perkins Coie LLP assisted and advised Kaiser Aluminum Corporation
and its debtor-affiliates in managing potential environmental
liabilities associated with certain of their real property in
Spokane County, Washington.

Under the "Ordinary Course Professionals Order" dated July 8,
2005, Perkins Coie's fees should not exceed $50,000 per month
during any six-month period.

From August 2, 2005, through January 31, 2006, Perkins Coie's fees
marginally exceeded the $300,000 limit imposed by the Ordinary
Course Professionals Order.  Specifically, the Reorganizing
Debtors paid Perkins Coie $316,488 in fees for advice given
regarding potential environmental liabilities in Spokane County.

Notwithstanding, the Reorganizing Debtors and the U.S. Trustee
stipulate that Perkins Coie will continue to be employed as an
Ordinary Course Professional given the:

    (1) relatively immaterial amount of the overage;

    (2) nature of the firm's services; and

    (3) high probability that future payments to the firm will not
        exceed the OCP Order limit.

Judge Fitzgerald approves the stipulation.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 92; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Restatement Raises Operating Income by $13.1 Mil.
------------------------------------------------------------------
Kaiser Aluminum Corporation reported the restatement of its
operating results for the first nine months of 2005, resulting in
a $13.1 million increase in previously reported operating income.

The restatement relates to two items:

   (1) the company's accounting for payments to two voluntary
       employee benefit associations previously established for
       the benefit of retired hourly and salaried employees and

   (2) the company's accounting for derivative transactions.

Payments to the VEBAs were previously treated as current operating
expenses in the company's financial statements for the first three
quarters of 2005.  The company concluded that those payments
should have been treated as a reduction of pre-petition retiree
medical obligations (which are a part of the Liabilities subject
to compromise).  The effect of the change in accounting for the
VEBA payments is to improve operating results by $6.7 million,
$5.7 million and $5.7 million in the first, second and third
quarters of 2005.

The change in the company's accounting for derivative contracts
relates to the form of the company's documentation in respect of
derivatives contracts it enters into to reduce exposures to
changes in prices for primary aluminum and energy and in respect
of foreign exchange rates.  The company determined that its
hedging documentation did not meet the strict documentation
standards established by Statement of Financial Accounting
Standards No. 133.  As a result, under SFAS No. 133, the company
is required to "de-designate" open derivative transactions and
reflect fluctuations in the market value of those derivative
transactions in its results each period rather than deferring the
effects until the forecasted transactions occur.  The effect of
marking the derivatives to market each quarter rather than
deferring gains or losses was to increase Cost of products sold
and decrease Operating income by $2 million, $1.5 million and
$1 million in the first, second and third quarters of 2005.

Management has concluded that, had the company completed its
documentation in strict compliance with SFAS No. 133, the
derivative transactions would have qualified for "hedge"
treatment.  The rules provide that, once de-designation has
occurred, the company can modify its documentation and
re-designate the derivative transactions as "hedges" and, if
appropriately documented, re-qualify the transactions for
prospectively deferringg changes in market fluctuations after
those corrections are made.  The company is working to modify its
documentation and to re-qualify open and post 2005 hedging
transactions for treatment as hedges beginning in the second
quarter of 2006.  However, no assurances can be provided in this
regard.

"While the issue with respect to the derivative transactions will
create larger fluctuations in the Primary aluminum segment of our
business, since our goal is to maintain a balanced metal position,
such gains or losses should not be dramatic," said Jack Hockema,
President and CEO.  "More importantly, the impact of the revised
accounting for these transactions does not in any way invalidate
the way we are reducing the company's exposure to price and
foreign exchange risks and will not have any impacts on the
company's strong liquidity and sound financial position upon
emergence from Chapter 11."

                      About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.


KMART CORP: Settles Disability Access Suit for $13 Million
----------------------------------------------------------
Title III of the Americans with Disabilities Act prohibits
disability discrimination in places of public accommodation.
Title III is enforceable through a private right of action for
injunctive relief, but does not provide a damages remedy for
private plaintiffs.  Prevailing plaintiffs are, however, entitled
to attorneys' fees.

Under California law, plaintiffs may also seek injunctive relief
to require compliance with California's access standards, set
forth in Title 24 of the California Code of Regulations.

California, Colorado, Hawaii, Massachusetts, New York, Oregon and
Texas have statutes pursuant to which a prevailing plaintiff in a
disability discrimination action against a public accommodation
can be awarded damages in an amount specified by the statute
without proving actual damages.  The Statutory Minimum Damages
recoverable in each state are:

       State               Amount
       -----               ------
       California          $4,000
       Colorado                50
       Hawaii               1,000
       Massachusetts          300
       New York               100
       Oregon                 200
       Texas                  200

                        The ADA Lawsuit

In 1999, Carrie Ann Lucas, Debbie Lane, Julie Reiskin, Edward
Muegge, Robert Geyer, Stacy Berloff, Jean Ryan and Jan Campbell
filed a lawsuit against Kmart Corporation in the U.S. District
Court for the District of Colorado for alleged architectural and
policy barriers to accessibility for people with disabilities.

Between 2000 and 2002, the parties conducted extensive discovery,
including the production of over 100,000 pages of documents and
more than 50 depositions.

The Plaintiffs sought class certification in July 2001.

In January 2002, Kmart declared bankruptcy.  During the pendency
of Kmart's bankruptcy, the Plaintiffs attempted unsuccessfully to
seek relief from the automatic stay as it applied to the civil
action.

After Kmart emerged from bankruptcy on May 6, 2003, the
Plaintiffs and Kmart appeared before the Colorado District Court
to address whether the matter has been discharged in bankruptcy.
The Colorado Court ruled that the matter could proceed.

On July 13, 2005, the Colorado Court granted the Plaintiffs'
request for class certification, and certified a nationwide class
of individuals who use wheelchairs or scooters and who shop at
Kmart stores.

Pursuant to Rule 23(f) of the Federal Rules of Civil Procedure,
Kmart sought and obtained permission from the U.S. Court of
Appeals for the Tenth Circuit to take an appeal from the District
Court's decision.

However, briefing before the Tenth Circuit was not completed
because the parties reached a settlement agreement.

                    The Settlement Agreement

In August 2005, the Nationwide Class and Kmart initiated
settlement negotiations.  When the settlement was almost
finalized, the Class' counsel provided the draft settlement
agreement to prominent members of the disability rights community
across the country.  The parties incorporated into the settlement
agreement several suggestions received through that process.

In summary, the settlement agreement provides that:

   (a) Kmart will survey and, with few exceptions, bring all of
       its stores into compliance with the Department of Justice
       Standards for Accessible Design, and all of its stores in
       California into compliance with Title 24 of the California
       Code of Regulations within seven and a half years;

   (b) Kmart will ensure that all merchandise on "fixed displays"
       as well as large appliances, drive aisle displays and
       sidewalk displays will be on an accessible route of at
       least 36 inches;

   (c) Kmart will ensure that all accessible restrooms and
       fitting rooms will be on an accessible route and
       maintained free and clear of obstructions;

   (d) Kmart will ensure that one accessible check-out lane is
       open at all times the store is open;

   (e) Kmart will, in all but 10% of its stores, provide a path
       of at least 32 inches to at least one side of moveable
       apparel displays in 80% of floor space occupied by
       moveable displays as well as a distance of 32 inches
       between some types of moveable apparel displays when
       they are placed next to one another;

   (f) Kmart will implement a customer service system for access
       to moveable apparel displays and furniture displays under
       which customers with disabilities who use wheelchairs or
       scooters for mobility will have the option of requesting
       assistance or requesting that Kmart provide them with a
       two-way communications device so that they may summon
       assistance when they need it;

   (g) Kmart will amend its policy and training materials to
       implement the new policies;

   (h) Compliance will be monitored using "mystery shoppers," as
       well as customer feedback through the Internet, a toll-
       free phone line, and in-store forms;

   (i) The Nationwide Class will release claims for injunctive
       relief under Title III of the ADA, under state statutes
       that incorporate or are equivalent to Title III, and under
       California law through the end of the term of the
       settlement;

   (j) Kmart will establish a $13,000,000 fund -- consisting
       of $8,000,000 in cash and $5,000,000 in gift cards
       redeemable at face value -- from which members of a
       "Damages Sub-Class" -- that the Plaintiffs have requested
       the Colorado Court to preliminarily certify for settlement
       purposes concurrently with the requested preliminary
       approval of the settlement -- are eligible to recover;

   (k) The Damages Sub-Class Fund will be allocated among
       California, Colorado, Hawaii, Massachusetts, New York,
       Oregon and Texas -- the Sub-Class States -- based on a
       formula that reflects the number of Kmart Stores in each
       Sub-Class State, and the Statutory Minimum Damages
       recoverable in each State;

   (l) For each qualifying visit to a Kmart store, a member of
       the Sub-Class may recover up to the Statutory Minimum
       Damages recoverable in the Sub-Class State in which he or
       she shopped, and the maximum number of qualifying visits
       for which a Sub-Class member may recover is two;

   (m) Kmart will pay damages of $10,000 each to the three
       original named Plaintiffs, and $1,000 each to the six
       named Plaintiffs of the proposed Damages Sub-Class;

   (n) The majority of any funds remaining in the Damages Sub-
       Class Fund after the claims period will be given to
       specified non-profit entities that advocate for the rights
       of persons with disabilities;

   (o) Members of the Sub-Class have the right to opt out of the
       damages provisions of the Settlement Agreement, but
       members of the Nationwide Class and Sub-Class cannot opt
       out of the injunctive provisions;

   (p) In addition to releasing claims for injunctive relief
       under Title III, equivalent state statutes, and California
       law, Sub-Class members will release claims for Statutory
       Minimum Damages under the laws of the seven Sub-Class
       States through the end of the term of the Agreement, but
       will not release claims for any other damages;

   (q) No member of the Nationwide Class will release damages
       claims with respect to the laws of any state other than
       in the Sub-Class States;

   (r) Notice will be provided to the Nationwide Class;

   (s) Kmart will pay attorneys' fees up to the date of final
       approval of $3,250,000, subject to Court approval, and
       will pay class counsel additional reasonable fees in the
       future for work that they do during the term of the
       Agreement, implementing and assuring compliance; and

   (t) The Colorado Court would retain continuing jurisdiction
       throughout the term of the Agreement to interpret and
       enforce the Agreement.

                     District Court Ruling

At the Nationwide Class and Kmart's behest, Senior District Judge
John Kane, Jr., of the Colorado District Court, grants preliminary
approval of the Settlement Agreement.

Judge Kane holds that the Agreement was fairly and honestly
negotiated between both parties' experienced counsel after
significant discovery had occurred, and that:

   -- there are serious questions of law and fact that exist,
      which could significantly impact the case if it were
      litigated;

   -- the value of an immediate recovery outweighs the mere
      possibility of future relief after protracted and expensive
      litigation;

   -- the parties' counsel unanimously support the settlement;
      and

   -- the distribution plan contained in the settlement is fair,
      reasonable, and adequate.

Judge Kane likewise certifies the Damages Settlement Sub-Class for
settlement purposes.

                         Notice Program

The District Court finds that the proposed notice program for the
Settlement satisfies the requirement of Rule 23 and due process.

Judge Kane approves the three forms of notices proposed by the
parties -- a long notice, a summary form for publication, and a
summary form for posting in stores.

On or before May 8, 2006, individual notices will be supplemented
with an extensive notice program wherein:

   (1) the summary notice will be published in various nationwide
       publications, currently contemplated to be Parade, USA
       Weekend, People, Reader's Digest, People en Espanol, and
       Vista;

   (2) the summary notice will be published in several leading
       publications targeted at individuals who use wheelchairs
       or scooters;

   (3) the notice will be mailed to more than 500 organizations
       focused on people with disabilities, including
       organizations of paralyzed veterans, individuals with
       spinal cord injuries and individuals with cerebral palsy,
       and advocacy organizations for individuals with
       disabilities;

   (4) the notice will be mailed to all individuals who have
       contacted the Class Counsel about the issues raised in the
       litigation;

   (5) a one-page version of the summary notice will be posted at
       all Kmart stores; and

   (6) a link to the settlement notice will be provided on
       Kmart's Web site.

                    Opt-Outs and Objections

The District Court approves the procedures for opt-outs and filing
objections to the Settlement Agreement.

According to Judge Kane, potential members of either the
Nationwide Class or the Damages Sub-Class cannot opt out of the
injunctive relief in the proposed settlement. However, potential
members of the Damages Sub-Class will have the opportunity to opt-
out of the monetary portions of the Settlement by filing a written
opt-out statement with the Claims Administrator according to the
procedures set forth in the settlement notice.

The opt-out statement must be post-marked and mailed to the
Claims Administrator on or before July 7, 2006.

Similarly, objections to the proposed settlement may be filed on
or before July 7, 2006.  Only class members who have filed written
objections will have the right to present objections orally at a
Fairness Hearing, and only if they expressly state in their
written objection that they would like to do so.  Any members of
the Nationwide Class or the Damages Sub-Class who do not make
their objections to the settlement will be deemed to have waived
all objections and opposition to the fairness, reasonableness and
adequacy of the settlement and any other matters pertaining to the
lawsuit.

                Enjoinment From Asserting Claims

Judge Kane enjoins members of the Nationwide Class and the
Damages Sub-Class from asserting or pursuing any of the claims to
be released pursuant to the Settlement in either federal or state
court.

                        Fairness Hearing

The Colorado Court will hold a Fairness Hearing on the Settlement
at 10:00 a.m., on July 27, 2006, to determine whether:

   -- the proposed settlement is fair, reasonable and adequate
      and should be approved; and

   -- the agreed-upon payment of attorneys' fees, any other
      matters relevant to the Settlement or the lawsuit must be
      approved.

A full-text copy of the Colorado District Court's Order granting
preliminary approval of the Settlement is available for free at:

  http://bankrupt.com/misc/kmart_coloradodistrictcourtopinion.pdf

                            About Kmart

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 108; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Wants Procedures Established to Terminate Any Rights
----------------------------------------------------------------
As previously reported, Kmart Corporation and its debtor-
affiliates' confirmed Plan of Reorganization provides that
commencing on June 30, 2003, or the first Periodic Distribution
Date occurring after the later of:

   (a) the date a Class 5 claim becomes an Allowed Class 5 Claim;
       or

   (b) the date a Class 5 claim becomes payable pursuant to an
       agreement between the Debtors and a Claimholder,

the Claimholder will receive a pro-rata share of New Holding
Company Common Stock in full satisfaction of its Claim.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, recounts that on the Plan
Effective Date, Kmart Holding Corporation, as Disbursing Agent,
received 31,945,161 shares of the Stock for distribution to
Claimholders.

On June 30, 2003, Kmart filed a notice regarding the distribution,
which set forth the procedures under which Claimholders would
receive the Stock distributions on account of their allowed Class
5 Claims.  The notices were served, by first class mail, on each
of the Claimholders with Allowed Class 5 Claims.

Kmart also directed its stock transfer agent, EquiServe Trust
Company, N.A., now known as Computershare Ltd., to distribute
shares of the Stock to electronic direct registration accounts,
one established in the name of each Allowed Claim holder.

The Registration Accounts are not tantamount to a brokerage
account, but serve the sole purpose of temporarily holding the
Stock for each Claimholder.  To complete the transfer of the
Stock, a Claimholder must send notice of its Registration Account
to its personal brokerage.  The Stock would then be transferred
from the Claimholder's Registration Account to his or her personal
brokerage account.

As of March 22, 2006, Computershare holds 601 Registration
Accounts for Claimholders who have not sent brokerage information
to Computershare to have their allotted shares transferred to
their own personal account.

By this motion, Kmart asks the U.S. Bankruptcy Court for the
Southern District of New York to:

   -- establish procedures to terminate any rights of Unclaimed
      Distribution Claimholders; and

   -- provide for the Claimholders' unclaimed Stock to revert
      back to the Reorganized Debtors.

                 Rights Termination Procedures

Under the proposed Termination Procedures:

   (1) Kmart will undertake additional steps to ensure that the
       contact information for Unclaimed Distribution
       Claimholders is correct, through a combination of searches
       through internal records and Internet directories;

   (2) Kmart will send a follow-up notice informing the
       Unclaimed Distribution Claimholder of the steps it must
       take to claim the Stock transferred to the Registration
       Account.  If the Unclaimed Shares are not transferred from
       the registration Account to a personal account within 90
       days of the date the Claims Transfer Notification is
       mailed, then:

       -- the Unclaimed Shares distribution will revert back to
          the Reorganized Debtors on the next business day
          following the Unclaimed Shares Deadline, without
          further notice to the Claimholder or further relief
          from the Court or a court of comparable jurisdiction;
          and

       -- the Unclaimed Distribution Claimholder's Claim will be
          discharged and forever barred notwithstanding any
          federal or state escheat laws or prior order of the
          Court to the contrary; and

   (3) Unclaimed Distribution Claimholders who fail to claim the
       Unclaimed Shares within the Deadline will have no further
       recourse against Kmart, the Reorganized Debtors or their
       estates, and the claim of any Unclaimed Distribution
       Claimholder or their successors with respect to that
       property will be discharged and forever barred
       notwithstanding any federal or state escheat laws or prior
       Court order to the contrary.

Mr. Barrett maintains that Claimholders that are given reasonable
notice of the requirements for transferring their Stock, but do
not do so, fail to comply with the simple condition precedent to
their receipt of distributions on their claims.

This failure causes Kmart's estates to accrue additional
administrative fees as a result of maintaining account records
with Computershare, Mr. Barrett adds.

                            About Kmart

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 108; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LONDON FOG: Court Approves $40 Million DIP Financing by Wachovia
----------------------------------------------------------------
London Fog Group reported that its $40 million in debtor-in-
possession financing provided by Wachovia Bank, N.A. has been
approved by the U.S. Bankruptcy Court for the District of Nevada.
The proceeds of the DIP financing will be used to support London
Fog Group's working capital needs during its reorganization.

In an effort to secure sufficient working capital to properly fund
its core operations, on March 20, 2006, London Fog Group filed a
voluntary petition to reorganize under Chapter 11 of the United
States Bankruptcy Code.  The sale of Pacific Trail represents a
major step in the Company's plan to improve its financial
position.  London Fog Group continues to operate its businesses
under Chapter 11, as it implements its restructuring.

"The divestiture of our Pacific Trail business represents an major
step in our plan to financially restructure London Fog Group,"
David Greenstein, CEO of the London Fog Group, commented.  "We
were very pleased by the broad interest in and active bidding for
the Pacific Trail business.  We believe the transaction is in the
best interests of Pacific Trail and the talented team of
professionals that lead the business.  Columbia is the ideal
company to continue building on the success of the Pacific Trail
and related brands this season and going forward."

                  About the London Fog Group

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

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

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

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

London Fog Group, Inc., and its debtor-affiliates filed for
chapter 11 protection on March 20, 2006 (Bankr. D. Nev. Case No.
06-50146).  Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd., in Reno, Nevada, represents the Debtors.  Avalon Group,
Ltd., serves as the Debtors' financial advisor.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts between $50 million and $100 million.


LUCENT TECH: Inks Merger Deal with Alcatel
------------------------------------------
Alcatel (Paris: CGEP.PA, NYSE: ALA) and Lucent Technologies (NYSE:
LU) entered into a definitive merger agreement to create the first
truly global communications solutions provider with the broadest
wireless, wireline and services portfolio in the industry.

The primary driver of the combination is to generate significant
growth in revenues and earnings based on the market opportunities
for next-generation networks, services and applications, while
yielding significant synergies.  The combined company's increased
scale, scope and global capabilities will enhance its long-term
value for shareowners, customers and employees.

The transaction, which was approved by the boards of directors of
both companies, will build upon the complementary strengths of
each company to create a global leader in the transformation of
next-generation wireless, wireline and converged networks.

                          Strategic Fit

"This combination is about a strategic fit between two experienced
and well-respected global communications leaders who together will
become the global leader in convergence," said Serge Tchuruk,
chairman and CEO of Alcatel who will become non-executive chairman
of the combined company.  "A combined Alcatel and Lucent will be
global in scale, have clear leadership in the areas that will
define next-generation networks, boast one of the largest research
and development capabilities focused on communications, and employ
the largest and most experienced global services team in the
industry.  It will create enhanced value for shareholders of both
companies who will benefit from owning the most dynamic, global
player in the communications industry."

Patricia Russo, chairman and CEO of Lucent who will become CEO of
the combined company said, "The strategic logic driving this
transaction is compelling.  The communications industry is at the
beginning of a significant transformation of network technologies,
applications and services -- one that is projected to enable
converged services across service-provider networks, enterprise
networks and an array of personal devices.  This presents
extraordinary opportunities for our combined company to accelerate
its growth.  The combination creates a new industry competitor
with the most comprehensive portfolio that will be poised to
deliver significant benefits to customers, shareowners and
employees."

                         Merger Overview

The combined company, to be named at a later date, will have an
aggregate market capitalization of approximately Euro 30 billion
($36 billion), based upon the closing prices on Friday, March 31.
Based on calendar 2005 sales, the combined company will have
revenues of approximately Euro 21 billion ($25 billion), divided
almost evenly among North America, Europe and the rest of the
world.  As of Dec. 31, 2005, the combined companies had about
88,000 employees.

The combined company will have:

   -- a strong financial base and achieve annual pre-tax cost
      synergies of about Euro 1.4 billion ($1.7 billion) within
      three years, a substantial majority of which is expected to
      be achieved in the first two years;

   -- the largest and most experienced global services and support
      organization in the industry;

   -- a leading position in communications solutions, with the
      broadest wireless and wireline portfolio;

   -- deep and strong, long-term relationships with every major
      service provider around the world;

   -- a growing momentum in high-end enterprise technologies and
      markets, including mission critical safety and security
      applications;

   -- the industry's premier R&D capabilities, including Bell
      Labs, with 26,100 R&D engineers and scientists throughout
      the world;

   -- an experienced international management team with a common
      vision and proven track record; and

   -- an enhanced global foot print and diversified customer base
      with a presence in more than 130 countries.

The cost synergies are expected to be achieved within three years
of closing and will come from several areas, including
consolidating support functions, optimizing the supply chain and
procurement structure, leveraging R&D and services across a larger
base, and reducing the combined worldwide workforce by
approximately 10%.

The merger also will result in approximately Euro 1.4 billion
($1.7 billion) in new cash restructuring charges, with the charges
to be recorded primarily in the first year . A substantial
majority of the restructuring is expected to be completed within
24 months after closing.  The transaction is expected to be
accretive to earnings per share in the first year post closing
with synergies, excluding restructuring charges and amortization
of intangible assets.

Management of the combined company will be headed by Patricia
Russo, CEO, and will also consist of Mike Quigley, COO; Frank
D'Amelio, Senior EVP, who will oversee the integration and the
operations; Jean-Pascal Beaufret, CFO; Etienne Fouques, EVP, who
will supervise the emerging countries strategy; and Claire Pedini,
Senior VP, Human Resources.  Additional organization and
management team announcements will be made at a future date.
Between signing and closing, Serge Tchuruk and Patricia Russo will
supervise an integration team to be nominated shortly, which will
seek to ensure that synergies will start to be realized as soon as
closing takes place.

                       Transaction Overview

Under the terms of the agreement, Lucent shareowners will receive
0.1952 of an American Depositary Share representing ordinary
shares of Alcatel (as the combined company) for every common share
of Lucent that they currently hold.  Upon completion of the
merger, Alcatel shareholders will own approximately 60% of the
combined company and Lucent shareholders will own approximately
40% of the combined company.  The combined company's ordinary
shares will continue to be traded on the Euronext Paris and the
ADSs representing ordinary shares will continue to be traded on
the New York Stock Exchange.

The combined company created by this merger of equals is
incorporated in France, with executive offices located in Paris.
The North American operations will be based in New Jersey, U.S.A.,
where global Bell Labs will remain headquartered.  The board of
directors of the combined company will be composed of 14 members
and will have equal representation from each company, including
Tchuruk and Russo, five of Alcatel's current directors and five of
Lucent's current directors.  The board will also include two new
independent European directors to be mutually agreed upon.

The combined company intends to form a separate, independent U.S.
subsidiary holding certain contracts with U.S. government
agencies.  This subsidiary would be separately managed by a board,
to be composed of three independent U.S. citizens acceptable to
the U.S. government.

The combined company will remain the industrial partner of Thales
and a key shareholder alongside the French state.  Directors to
the Thales board who are nominated by the combined company would
be European Union citizens. Serge Tchuruk, or a French director or
a French corporate executive of the combined company would be the
principal liaison with Thales.  The board of Alcatel has also
approved the continuation of negotiations with Thales with a view
to reinforce the partnership through the contribution of certain
assets and an increased shareholding position in Thales.

The merger is subject to customary regulatory and governmental
reviews in the United States, Europe and elsewhere, as well as the
approval by shareholders of both companies and other customary
conditions.  The transaction is expected to be completed in six to
twelve months.  Until the merger is completed, both companies will
continue to operate their businesses independently.

          Commitments to Customers and Stakeholders

"Our customers will benefit from a partner with the scale and
scope to design, build and manage increasingly converged networks
that deliver the most advanced communications services to the
market.  That is what this combination will deliver with an
unparalleled focus on execution, innovation and service for our
customers," said Patricia Russo.  "Serge and I will work hard with
our leadership team to draw upon the key strengths and common
culture of technical excellence within each company to uniquely
position the combined company for success, growth and value
creation from next-generation networking and services."  "We are
committed to moving forward aggressively after closing and quickly
combining our operations and integrating our corporate cultures to
ensure that we capture the full benefits of this combination for
our customers, our shareowners and our employees," Serge Tchuruk
said.  "We share a vision of where networks are going; a
commitment to world-class customer service; and a highly skilled,
motivated and global workforce.  We are excited about the
tremendous opportunity to establish the course for this future
together."

                           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.

                            *   *   *

As reported in the Troubled Company Reporter on March 28, 2006,
Moody's Investors Service affirmed Lucent Technologies Inc.'s B1
Corporate Family Rating and changed the outlook to developing from
positive following the company's announcement that it is in merger
discussions with Alcatel.  The developing outlook reflected the
possibility that Lucent's credit profile would benefit from a
merger with Alcatel but that absent a merger Lucent would continue
to face challenges to improve recent soft operating performance.

These ratings were affirmed:

   * B1 Corporate Family rating
   * B1 Senior unsecured rating
   * B3 Subordinated rating
   * B3 Trust preferred rating


MASTEC INC: Incurs $14.6 Million Net Loss for Fiscal Year 2005
--------------------------------------------------------------
MasTec, Inc. (NYSE: MTZ) recently reported its financial results
for the fourth quarter and fiscal year ended December 31, 2005.

Including discontinued operations, the total net loss for 2005 was
$14.6 million, or $0.29 loss per share, compared with a loss of
$49.4 million, or $1.02 loss per share, in the prior year.

For the year ended December 31, 2005, income from continuing
operations was $18.6 million, or $0.37 earnings per share, on
revenue of $848 million.  This compares with a loss from
continuing operations of $17.7 million, or $0.37 loss per share,
on revenue of $807.2 million for the prior year.  Losses
from discontinued operations were $33.2 million in 2005 and $31.7
million in 2004.  These losses included a write-off of goodwill of
discontinued operations of $11.5 million in 2005 and $12.3 million
in 2004.

For the quarter ended December 31, 2005, income from continuing
operations was $8.1 million, or $0.16 earnings per share, on
revenue of $223.4 million.  This compares with a loss from
continuing operations of $4.4 million, or $0.09 loss per share, on
revenue of $220.3 million in the prior year quarter.

Losses from discontinued operations were $19.6 million in the
fourth quarter of 2005, which included an $11.5 million non-cash
write-off of goodwill on discontinued operations, compared with a
loss of $2.4 million for the comparable quarter of 2004.
Including these losses from discontinued operations, the total net
loss for the quarter ended December 31, 2005 was $11.5 million, or
$0.23 loss per share, compared with a $6.9 million loss, or
$0.14 loss per share, in the prior year quarter.

The Company currently has gross liquidity, defined as bank cash
plus credit line availability, of approximately $189 million.
MasTec currently has no draws on its $150 million bank credit
facility.

Austin J. Shanfelter, MasTec's President and Chief Executive
Officer, commented, "Demand for services in each of our markets is
strong.  With the best customer mix in years and completion of our
recent equity offering, MasTec can continue its focus on improving
margins and expanding profitable opportunities."

For 2006, MasTec's previous guidance forecast remains unchanged.
The Company expects revenue to be in the range of $950 to $975
million, a double- digit growth rate.  Earnings per share from
continuing operations for 2006 are expected to be between $0.70
and $0.80 per share.

                       About MasTec Inc.

Headquartered in Coral Gables, Florida, MasTec Inc. --
http://www.mastec.com/-- is a leading specialty contractor
operating throughout the United States and in Canada across a
range of industries.  The Company's core activities are the
building, installation, maintenance and upgrade of communication
and utility infrastructure systems.

Mastec Inc.'s 7-3/4% Senior Subordinated Notes due 2008 carry
Moody's Investors Service's B2 rating.


MAYTAG CORP: Whirlpool Completes $2.6 Billion Purchase
------------------------------------------------------
Whirlpool Corporation (NYSE: WHR) completed Friday its acquisition
of Maytag Corporation.  The combined enterprise will immediately
begin the integration process.

"The addition of the Maytag, Jenn-Air, Amana and other brands, and
the people who support those brands, will allow Whirlpool to more
fully deploy our innovation capability across a wide assortment of
high-quality products and services," said Jeff M. Fettig,
Whirlpool's chairman and CEO.  "The combined companies will create
substantial benefits for consumers, trade customers and
shareholders through continued development of innovative products,
improved quality and service, and cost efficiencies."

Under the terms of the agreement between the two companies, former
stockholders of Maytag Corporation are entitled to receive $10.50
in cash and 0.1193 of a share of Whirlpool common stock for each
share of Maytag common stock held or a total of approximately $848
million in cash and approximately 9.6 million shares of Whirlpool
common stock.  The aggregate transaction value, including
approximately $0.9 billion of Maytag debt, is $2.6 billion.

Moving forward, Whirlpool management will lead the combined
company, which is headquartered in Benton Harbor, Mich.  Whirlpool
plans to release its first quarter earnings on April 25.  The
company plans to provide more detailed information about its
Maytag plans in approximately 60 days.

                         About Whirlpool

Whirlpool Corporation -- http://www.whirlpoolcorp.com/--  
manufactures and markets major home appliances, with annual sales
of over $14 billion, 68,000 employees, and nearly 50 manufacturing
and technology research centers around the globe.  The company
markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other major brand names to consumers in more than 170 countries.

                          About Maytag

Headquartered in Newton, Iowa, Maytag Corporation --
http://www.maytag.com/-- manufactures and markets home and
commercial appliances.  Its products are sold to customers
throughout North America and in international markets.  The
corporation's principal brands include Maytag(R), Hoover(R),
Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Dec. 31, 2005, Maytag Corp.'s balance sheet showed a
stockholders' deficit of $187 million, compared to a $75 million
deficit at Jan. 1, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Standard & Poor's Ratings Services held its ratings on home
appliance manufacturer Maytag Corp. on CreditWatch with developing
implications, including its 'BB+' corporate credit rating.

These ratings were originally placed on CreditWatch with negative
implications on May 20, 2005, following an investor group led by
private equity firm Ripplewood Holdings LLC's May 19, 2005,
agreement to acquire Maytag for $14 per share, plus the assumption
of debt, which represented a transaction value of $2.1 billion.
The CreditWatch status was revised to developing on July 18, 2005,
following Whirlpool Corp.'s (BBB+/Watch Neg/A-2) higher competing
bid.

Newton, Iowa-based Maytag had about $970 million of debt
outstanding at Dec. 31, 2005.


MAYTAG CORP: S&P Raises Sr. Unsec. Debt Ratings to BBB from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on home appliance manufacturer
Whirlpool Corp. to 'BBB' from 'BBB+'.  The 'A-2' short-term
corporate credit and commercial paper ratings on the company were
affirmed.  The ratings were removed from CreditWatch, where they
were placed with negative implications July 18, 2005.  The rating
outlook is stable.

At the same time, the senior unsecured debt ratings on home
appliance manufacturer Maytag Corp. were raised to 'BBB' from
'BB+'.  The 'BB+' corporate credit rating on Maytag was withdrawn.
These ratings were also removed from CreditWatch, where they were
placed with developing implications July 18, 2005.

The rating actions follow Whirlpool's receipt of regulatory
approval for its acquisition of Maytag, which is expected close in
the very near term.  Pro forma for the transaction, the
Benton Harbor, Michigan-based company will have approximately $3.1
billion of debt outstanding.

"The ratings reflect Whirlpool's global leadership position in the
mature and concentrated appliance industry, as well as a degree of
financial discipline demonstrated by the company's plan to
partially fund the transaction with equity," said Standard &
Poor's credit analyst Jean Stout.  "These factors are offset by
the expected significant increase in debt levels and weaker pro
forma credit measures following the Maytag acquisition, as well as
our concerns surrounding integration and exposure to economic
fluctuations in key international markets and the U.S."

Whirlpool's overall financial profile will weaken, as the
transaction will add about $1.8 billion of incremental debt.
Standard & Poor's estimates that pro forma funds from operations
to lease-adjusted debt will be about 25%, and lease-adjusted total
debt to EBITDA will be about 2.5x.  Credit measures weaken even
further when the combined company's unfunded pension and OPEB
obligations are considered.  However, Standard & Poor's expects
Whirlpool to significantly reduce debt levels and strengthen
credit measures in the intermediate term, as well as refrain from
repurchasing its stock until its financial profile strengthens.


MERISTAR HOSPITALITY: Launches Cash Tender Offers of Senior Notes
-----------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX) reported that its
subsidiary MeriStar Hospitality Operating Partnership, L.P.
commenced cash tender offers for any and all of the Operating
Partnership's outstanding 9% Senior Notes due 2008 (CUSIP No.
58984YAD5) and 9-1/8% Senior Notes due 2011 (CUSIP No. 58984SAA4),
as well as related consent solicitations to amend such Notes and
the indentures pursuant to which they were issued.  The tender
offers and consent solicitations are being conducted in connection
with the previously reported agreement of MeriStar and the
Operating Partnership to merge with affiliates of The Blackstone
Group.

The consent solicitations will expire at 5:00 p.m., New York City
time, on Wednesday, April 12, 2006, unless extended or earlier
terminated by the Operating Partnership.  Tendered Notes may not
be withdrawn and consents may not be revoked after the Consent
Expiration Date.  The tender offers will expire at 8:00 a.m., New
York City time, on Tuesday, May 2, 2006, unless extended or
earlier terminated by the Operating Partnership.

Holders tendering their Notes will be required to consent to
proposed amendments to the Notes and to the indentures governing
the Notes, that will:

   1) eliminate substantially all of the restrictive covenants
      contained in the indentures and the Notes (except for
      certain covenants related to asset sales and change of
      control offers),

   2) eliminate certain events of default and modify covenants
      regarding mergers, including to permit mergers with
      entities other than corporations, and

   3) modify provisions regarding defeasance and/or satisfaction
      and discharge to eliminate certain conditions, and modify
      or eliminate certain other provisions contained in the
      indentures and the Notes.

Holders may not tender their Notes without also delivering
consents or deliver consents without also tendering their Notes.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn pursuant to the tender offers
is the price equal to:

   1) the sum of

      (a) the present value, determined in accordance with
          standard market practice, on the payment date for Notes
          purchased in the tender offers of $1,000 payable on the
          applicable maturity date for the Notes plus

      (b) the present value of the interest that accrues and is
          payable from the last interest payment date prior to
          the payment date until the applicable maturity date for
          the Notes, in each case determined on the basis of a
          yield to such maturity date equal to the sum of:

          * the yield to maturity on the applicable U.S. Treasury
            Security, as calculated by Bear, Stearns & Co. Inc.
            in accordance with standard market practice, based on
            the bid-side price of such Reference Security as of
            2:00 p.m., New York City time, on the eleventh
            business day immediately preceding the Offer
            Expiration Date, as displayed on the applicable page
            of the Bloomberg Government Pricing Monitor or any
            recognized quotation source selected by Bear, Stearns
            & Co. Inc. in its sole discretion if the Bloomberg
            Government Pricing Monitor is not available or is
            manifestly erroneous, plus

          * 50 basis points, minus

   2) accrued and unpaid interest to, but not including, the
      payment date.

The Total Consideration includes a consent payment of $30.00 per
$1,000 principal amount of Notes payable in respect of Notes
validly tendered and not withdrawn and as to which consents to the
proposed amendments are delivered on or prior to the Consent
Expiration Date.  Holders of the Notes must validly tender and not
withdraw Notes on or prior to the Consent Expiration Date in order
to be eligible to receive the Total Consideration for such Notes
purchased in the tender offers.  Holders who validly tender their
Notes after the Consent Expiration Date and on or prior to the
Offer Expiration Date will be eligible to receive an amount, paid
in cash, equal to the Total Consideration less the Consent
Payment.  In each case, Holders whose Notes are accepted for
payment in the Offers shall receive accrued and unpaid interest in
respect of such purchased Notes from the last interest payment
date to, but not including, the payment date for Notes purchased
in the tender offers.

The tender offers and consent solicitations are made upon the
terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement, dated March 29, 2006 and the
related Consent and Letter of Transmittal.  The tender offers are
subject to the satisfaction of certain conditions, including
receipt of consents sufficient to approve the proposed amendments
and the mergers having occurred, or will be occurring,
substantially concurrent with the Offer Expiration Date.

The Operating Partnership's Dealer Managers for the tender offers
and Solicitation Agents for the consent solicitations can be
contacted at:

     Bear, Stearns & Co. Inc.
     Telephone (877) 696-BEAR

                and

     Lehman Brothers Inc.
     Telephone (800) 438-3242

The documents relating to the tender offers and consent
solicitations are expected to be distributed to holders beginning
March 29, 2006.

Requests for documentation may be directed to the Information
Agent, which can be contacted at:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550 (for banks and brokers only)
     Toll-Free (888) 644-5854

Headquartered in Bethesda, Maryland, MeriStar Hospitality Corp.
-- http://www.meristar.com/-- owns 48 principally upper-upscale,
full-service hotels in major markets and resort locations with
14,559 rooms in 19 states and the District of Columbia.  The
company owns hotels under such internationally known brands as
Hilton, Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and
Radisson.

                       *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service placed the B2 senior unsecured debt
and Caa1 convertible debt ratings of MeriStar under review for
possible downgrade.  That rating action followed the announcement
on Feb. 21, 2006, that MeriStar is being acquired by an affiliate
of The Blackstone Group in a transaction valued at $2.6 billion.

An affiliate of The Blackstone Group has obtained a commitment
from its parent for $800 million in equity financing, while about
$1.9 billion in secured debt commitments has been provided by
three bank lenders.  The acquisition is expected to close in the
second quarter of 2006.

These ratings were placed under review for possible downgrade:

   Issuer: MeriStar Hospitality Operating Partnership, L.P.

     * Senior unsecured debt at B2; senior unsecured shelf at
       (P)B2;

     * subordinate debt shelf at (P)Caa1.

   Issuer: MeriStar Hospitality Corporation

     * Senior unsecured shelf at (P)B3;

     * senior subordinate debt at Caa1;

     * subordinate debt shelf at (P)Caa1.

   Issuer: MeriStar Hospitality Finance Corporation III

     * Senior unsecured debt shelf at (P)B3;

     * subordinated debt shelf at (P)Caa1.

In its last rating action, Moody's affirmed MeriStar's B2 senior
unsecured debt rating on Nov. 5, 2004.


NATIONAL MENTOR: S&P Puts B+ Corp. Credit Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Boston, Massachusetts-based special-needs services provider
National Mentor Inc., including the 'B+' corporate credit rating,
on CreditWatch with negative implications (indicating that the
ratings could be lowered or affirmed upon further review).  The
CreditWatch placement follows National Mentor's announcement that
management, in partnership with Vestar Capital Partners, will
acquire the company.

"While the purchase price and financing for the transaction were
not disclosed, we believe that the acquisition is likely to weaken
the company's financial profile and place some downward pressure
on the rating," noted Standard & Poor's credit analyst Jesse
Juliano.

Standard & Poor's intends to meet with management in the near
future to discuss the details of this transaction and incorporate
them into its ratings and outlook on the company.


NOBEX CORPORATION: Charles Dimmler Approved as Chairman and CEO
---------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware gave Nobex Corporation permission to
employ Charles L. Dimmler, III, as its Chairman of the Board of
Directors and Chief Executive Officer, nunc pro tunc to Jan. 1,
2006.

In March 2004, the company hired Mr. Dimmler as Chairman of the
Board and as its special advisor.  Mr. Dimmler was hired as an
independent contractor and paid $10,000 per month without
employment benefits.

Mr. Dimmler will:

   (a) continue, on an interim basis, as Chairman of the Board and
       special advisor,

   (b) on an interim basis, serve as CEO of the company, and

   (c) be paid $25,000 per month without any additional employment
       benefits.

The Debtor said hiring Mr. Dimmler to serve as CEO is the most
effective way to deal with the departure of Christopher Price, its
previous CEO.

The Debtor said the increase in Mr. Dimmler's compensation is
reasonable because he is providing knowledge and experience in his
services.

The Debtor may defer the payment of Mr. Dimmler's postpetition
compensation of up to $15,000 per month until the closing of any
sale of its assets in order to prevent any adjustments to the
Debtor's previous postpetition operating budgets and projections.

Mr. Dimmler:

   -- is a managing principal of Newcastle Harbor, LLC, a private
      asset management firm specializing in healthcare related
      investments,

   -- has been an entrepreneur and private equity investor
      specializing in healthcare since 1982,

   -- serves on the Board of Directors of several companies, and

   -- serves as an investment advisor to the healthcare funds of
      Danske Bank, Copenhagen.

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The Company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Ben Hawfield, Esq., at
Moore & Van Allen PLLC, represents Nobex.  J. Scott Victor at SSG
Capital Advisors, L.P., is providing Nobex with investment banking
services.  Michael B. Schaedle, Esq., and David W. Carickhoff,
Esq., at Blank Rome LLP, represent the Official Committee of
Unsecured Creditors in Nobex's chapter 11 case, and John Bambach,
Jr., and Ted Gavin at NachmanHaysBrownstein, Inc., provide the
Committee with financial advisory services.  When the Debtor filed
for protection from its creditors, it estimated between $1 million
to $10 million in assets and $10 million to $50 million in
liabilities.


NORD RESOURCES: Holding Annual Stockholders' Meeting on May 15
--------------------------------------------------------------
Nord Resources Corporation will hold its annual stockholders'
meeting at 10:00 a.m. on May 15, 2005, at 1 West Wetmore Road,
Suite 107, in Tucson, Arizona.

Only stockholders of record of the Company's common stock at the
close of business on March 28, 2006, are entitled to notice and
vote at the meeting.

During the meeting, stockholders will be asked to:

     a) elect Ronald A. Hirsch, Nicholas Tintor, Stephen D.
        Seymour, Wade D. Nesmith, Douglas P. Hamilton and John F.
        Cook to the Company's Board of Directors;

     b) authorize the Company's Board of Directors to amend the
        Company's Amended Certificate of Incorporation to effect a
        reverse stock split of the Company's issued and
        outstanding shares of common stock at a ratio within the
        range from one-for-two to one-for-six, at any time prior
        to the Company's next annual meeting of stockholders;

     c) approve an amendment to the Company's Amended Certificate
        of Incorporation to increase the number of authorized
        shares of common stock from 50,000,000 to 100,000,000;

     d) approve the Company's 2006 Stock Incentive Plan; and

     e) ratify the selection of Mayer Hoffman McCann P.C. as the
        Company's independent registered public accounting firm
        for the fiscal year ending Dec. 31, 2006.

A full-text copy of the Preliminary Proxy Statement for the 2006
annual stockholders' meeting is available for free at

                http://researcharchives.com/t/s?742

                       About Nord Resources

Headquartered in Dragoon, Arizona, Nord Resources Corporation --
http://www.nordresources.com/-- is a natural resource company
focused on near-term copper production from its Johnson Camp Mine
and the exploration for copper, gold and silver at its properties
in Arizona and New Mexico.  The Company also owns approximately
4.4 million shares of Allied Gold Limited, an Australian company.
In addition, the Company maintains a small net profits interest in
Sierra Rutile Limited, a Sierra Leone, West African company that
controls the world's highest-grade natural rutile deposit.

                         *     *     *

Mayer Hoffman McCann PC expressed substantial doubt about Nord's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's significant
operating losses.  Nord incurred a $3,084,166 net loss for the
year ended Dec. 31, 2005, in contrast to a $864,357 net loss in
the prior year.


OMEGA HEALTHCARE: Sets May 3 Deadline for Sr. Notes Exchange Offer
------------------------------------------------------------------
Holders of Omega Healthcare Investors, Inc.'s 7% Senior Notes due
2014 have only until May 3, 2006, to exchange the notes for new
notes with materially identical terms that have been registered
under the Securities Act of 1933, and are generally freely
tradable.

As reported in the Troubled Company Reporter on Mar. 2, 2006, the
Company is offering to exchange up to $50 million aggregate
principal amount of its outstanding 7% Senior Notes issued on
December 2, 2005, for new notes.

U.S. Bank National Association, can receive tenders of Old Notes
for new ones on or before the deadline.  Noteholders can also
withdraw their tenders before the deadline.

                       Terms of the Notes

The Notes mature on April 1, 2014.  The exchange notes bear
interest at the rate of 7% per year.  The Company will pay
interest on the exchange notes on April 1 and October 1 of each
year.  The first interest payment will be made on April 1, 2006.
Interest will accrue from October 1, 2005.

The notes will represent the Company's unsecured senior
obligations and will rank equally with existing and future senior
unsecured debt and senior to all of the Company's existing and
future subordinated debt.  The guarantees by the Company's
subsidiaries will rank equally with existing and future senior
unsecured debt of those subsidiaries and senior to existing and
future subordinated debt of those subsidiaries.  The notes and the
related guarantees will be effectively subordinated to all of the
Company's secured indebtedness and that of the guarantors.

Depository Trust Company participants will be able to execute
tenders through the DTC Automated Tender Offer Program.

A full-text copy of the Prospectus is available at no cost at
http://ResearchArchives.com/t/s?747

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. -- http://www.omegahealthcare.com/-- is a real estate
investment trust investing in and providing financing to the
long-term care industry.  At September 30, 2005, the Company owned
or held mortgages on 216 skilled nursing and assisted living
facilities with approximately 22,407 beds located in 28 states and
operated by 38 third-party healthcare operating companies.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Omega Healthcare Investors Inc. to 'BB' from 'BB-'.

In addition, ratings are raised on the company's senior unsecured
debt and preferred stock, impacting $603.5 million in securities.
S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service raised the ratings of Omega Healthcare
Investors, Inc. (senior unsecured debt to Ba3, from B1).  Moody's
said the rating outlook is stable.


PARMALAT SPA: Bank of America To File Claims for More Than $1 Bil.
------------------------------------------------------------------
Federal District Court Judge Lewis A. Kaplan in the Southern
District of New York issued a ruling, on March 30, 2006, that
allows Bank of America to go forward in asserting its
counterclaims for damages in excess of $1 billion against Parmalat
SpA, the bankrupt Italian dairy company.

The 123-page counterclaims in the lawsuit brought by Enrico Bondi,
the Extraordinary Administrator of Parmalat in October 2004,
charge that Parmalat and its management committed fraud,
misrepresentation, conspiracy and other illegal acts, and Bank of
America seeks damages as compensation for financial losses and
other damage it suffered as a result.

At a hearing in New York on March 29, 2006, Judge Kaplan ruled
that Bank of America may pursue these claims against Bondi and
Parmalat, and he rejected arguments by Bondi that Bank of America
should not be allowed to pursue its claims.  Following the
hearing, the judge issued an order to that effect.

In a statement, Bank of America said:

"Parmalat and its management repeatedly lied to Bank of America,
other banks, auditors, rating agencies, investors and the market
in general about its financial condition.  Bank of America was led
to believe that Parmalat was a strong, honest and profitable
company, and Bank of America's actions in providing loans and
other financing were consistent with this belief.  Our company was
seriously injured by this fraud."

At the time of Parmalat's bankruptcy in December 2003, Bank of
America had $647 million of exposure to Parmalat, $462 million of
which was unsecured.  Under the Federal RICO law, Bank of America
can seek damages up to three times the amount of its losses.

In its counterclaims, Bank of America says that Dr. Bondi's
lawsuit is nothing more than an effort to "shift the blame for
Parmalat's demise from the true culprit -- Parmalat itself -- to
victims of the fraud, such as Bank of America."

The Bank's counterclaims set out the facts about Parmalat's
decade-long, massive fraud, which have come to light through the
admissions of Dr. Bondi and the testimony of Parmalat insiders
themselves.  Beginning in the early 1990s, Parmalat, led by its
senior officers, including CEO Calisto Tanzi and CFO Fausto Tonna,
formed dummy companies to hide Parmalat's true financial condition
and cover up losses suffered by Parmalat's subsidiaries.  Parmalat
managers engaged in fraudulent schemes, such as creating fake
documents and devising phony transactions that gave rise to phony
income.  The various schemes resulted in overstated levels of cash
and earnings and understated levels of debt.  Recent testimony in
Milan by former Parmalat officials has confirmed these facts.

Parmalat's real financial condition and its fraudulent activities
were not reflected in its audited financial statements or in the
representations made by Parmalat and its senior officers.  Bank of
America reasonably relied upon these representations in lending
the company hundreds of millions of dollars and raising capital
for Parmalat from institutional investors in the U.S.

Bank of America's counterclaims include these specific claims:

   1) Securities Fraud for false and misleading statements by
      Parmalat in connection with Parmalat securities offerings;

   2) Racketeer Influenced and Corrupt Organizations Act
      violations under 18 U.S.C. A 1962(c) for engaging in
      racketeering through a criminal enterprise (e.g., providing
      false information about Parmalat's financial conditions in
      violation of mail fraud and wire fraud statutes) in
      violation of the RICO Act.  Damages awarded for RICO
      violations by Parmalat may be trebled.

   3) Fraud for knowingly, and with the intent to defraud, making
      false and misleading statements to Bank of America about
      Parmalat's financial condition.

   4) Negligent Misrepresentation for making negligent statements
      to Bank of America about Parmalat's financial condition.

   5) Civil Conspiracy: for participating in a conspiracy by
      Parmalat senior managers and others in an effort to hide
      Parmalat's true financial condition.

   6) Violations of the North Carolina Unfair and Deceptive Trade
      Practices Act (N.C. Gen. Stat. AA 75-1.1 et seq.): for
      engaging in unfair and deceptive conduct that had a
      substantial effect on Bank of America's North Carolina
      business operations.

Bank of America noted that the fraudulent activity detailed in
its counterclaims has already been admitted in legal filings by
Dr. Bondi and in sworn testimony by Parmalat insiders, which
will assist Bank of America in proving that it was damaged.  As
a victim of Parmalat's fraud who reasonably relied on the
truthfulness of its financial statements and representations, Bank
of America looks forward to putting these facts before a jury at
trial and obtaining justice for itself and its shareholders.

                      About Bank of America

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small and middle
market businesses and large corporations with a full range of
banking, investing, asset management and other financial and risk-
management products and services.  The company provides unmatched
convenience in the United States, serving more than 38 million
consumer and small business relationships with more than 5,800
retail banking offices, more than 16,700 ATMs and award-winning
online banking with more than 14 million active users.  Bank of
America is the No. 1 overall Small Business Administration lender
in the United States and the No. 1 SBA lender to minority-owned
small businesses.  The company serves clients in 150 countries and
has relationships with 97 percent of the U.S. Fortune 500
companies and 79 percent of the Global Fortune 500.  Bank of
America Corporation stock (NYSE: BAC) is listed on the New York
Stock Exchange.

                      About Parmalat S.p.A.

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line
includes yogurt, cheese, butter, cakes and cookies, breads, pizza,
snack foods and vegetable sauces, soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.


PAYLESS SHOESOURCE: Earns $66.4 Million in Fiscal Year 2005
-----------------------------------------------------------
Payless ShoeSource, Inc., recently reported its financial results
for the fourth quarter and fiscal year ended Jan. 28, 2006.

                     Fourth Quarter and
                  Fiscal Year 2005 Results

Payless ShoeSource incurred a net loss of $5.6 million for the
fourth quarter ended January 28, 2006, including the cumulative
effect of a change in accounting principle.  The 2005 fourth
quarter net loss before cumulative effect of change in accounting
principle was $1.5 million.  This compares to a net loss of $26.5
million for the fourth quarter of 2004.

Fourth quarter 2005 results include pre-tax restructuring charges
of approximately $1.9 million relating to continuing operations.
In addition, the effective income tax rate for the fourth quarter
included a discrete event for the impact of repatriating foreign
earnings pursuant to the American Jobs Creation Act of 2004.  The
impact of these repatriated foreign earnings was to increase
income taxes by $1.4 million.  Fourth quarter 2004 results include
pre-tax restructuring charges of $7.3 million relating to
continuing operations.

Also, the impact of repatriated foreign earnings during the fourth
quarter 2004 was to increase income taxes by $2.3 million.  Net
earnings were $66.4 million, compared to a net loss of $2 million.
Net earnings from continuing operations were $74.2 million for
fiscal 2005 compared to net earnings from continuing operations of
$35.1 million in fiscal 2004.

                        Balance Sheet

The company ended the fourth quarter 2005 with cash, cash
equivalents and short-term investments of $438 million, an
increase of $33 million during the fourth quarter.  Total
inventories at the end of the fourth quarter 2005 were
$333 million compared to $345 million at the end of fourth quarter
2004, a decrease of 2.8% on a per-store basis.

Headquartered in Topeka, Kansas, Payless ShoeSource, Inc., is the
largest specialty family footwear retailer in the Western
Hemisphere.  As of the end of fiscal year 2005, the Company
operated a total of 4,605 stores offering quality family footwear
and accessories at affordable prices.  In addition, customers can
buy shoes over the Internet through Payless.com(R), at
http://www.payless.com/

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Moody's Investors Service affirmed the ratings of Payless
ShoeSource, Inc. (corporate family rating of Ba3) and changed the
outlook to stable from negative.  The change in outlook was
prompted by the company's success in executing the restructuring
plan announced in August 2004, which has resulted in improved
operating performance and credit metrics.


PENN TRAFFIC: Lenders Extend Deadline for Financials Until June 30
------------------------------------------------------------------
Penn Traffic Company would be further delaying the finalization
and release of its audited financial statements for its 2003, 2004
and 2005 fiscal years following governmental investigations
reported in the Troubled Company Reporter on Feb. 7, 2006,
relating to the Company's promotional and allowance practices and
policies.

At Penn Traffic's request, the lenders under Penn Traffic's
$164 million revolving credit facilities have agreed to extend the
March 31, 2006, deadline for delivery of its audited financial
statements to June 30, 2006, enabling Penn Traffic to continue to
access fully its working capital facility.  At March 24, 2006,
Penn Traffic had undrawn availability of approximately $52 million
and a 30-day average undrawn availability of approximately
$52 million under this revolving credit facility.

"We regret that the audit of our financial statements will not be
completed prior to the March deadline," said Robert Chapman, Penn
Traffic's President and Chief Executive Officer, "but we continue
to be extremely gratified that our lenders have been understanding
in working with us.  We look forward to getting past this
disruption so that we can achieve the goals we established for our
reorganized Company and its more than 8,500 employees."

                       About Penn Traffic

Headquartered in Rye, New York, The Penn Traffic Company operates
109 supermarkets in Pennsylvania, upstate New York, Vermont and
New Hampshire under the BiLo, P&C and Quality trade names.  Penn
Traffic also operates a wholesale food distribution business
serving 80 licensed franchises and 39 independent operators.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represents the Debtors in
their restructuring efforts.  When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.  The Plan
took effect on Apr. 13, 2005.


PROSOFT LEARNING: January 31 Balance Sheet Upside-Down by $4.1MM
----------------------------------------------------------------
Prosoft Learning Corporation delivered its financial results for
the quarter ended Jan. 31, 2006, to the Securities and Exchange
Commission on March 22, 2006.

For the three months ended Jan. 31, 2006, Prosoft Learning
incurred a $7,161,000 net loss on $1,564,000 of total revenues.
For the three months ended Jan. 31, 2005, the Company incurred a
$1,179,000 net loss on $1,755,000 of total revenues.

At Jan. 31, 2006, Prosoft Learning's balance sheet showed
$1,227,000 in total assets and $5,333,000 in total liabilities.
The Company's balance sheet shows a $110,954,000 accumulated
deficit at Jan. 31, 2006.

                    Delisting from Nasdaq
                     and Event of Default

By Oct. 31, 2006, principal and accrued interest to date on a
Subordinated Secured Convertible Note of $3,770,000 and principal
remaining on the Secured 8% Convertible Notes of $562,500 will be
due and payable.  Because of the significant cash requirements to
meet that debt repayment schedule, the Company must seek
additional capital to refinance those notes if they are not
converted into common stock prior to that time, which is unlikely.

Because of Prosoft Learning's inability to maintain a $1 per share
minimum bid price for its common stock, its securities were
delisted from the Nasdaq SmallCap Market on Nov. 14, 2005, which
is an event of default under the terms of those Notes.  A default
provides the holders of the Notes with the ability to require
immediate repayment of the principal and interest currently owed
under the Notes.

The Company has had discussions with the holders of the Notes to
dissuade each holder from exercising its rights and remedies,
including acceleration of the Notes, resulting from the currently
existing event of default.  However, the Notes can be accelerated
by the holders at any time, and if the Notes are accelerated
without any additional financing, the Company will be unable to
repay the principal and interest owed and may be forced to seek
bankruptcy protection.

A full-text copy of Prosoft Learning's latest quarterly report is
available for free at http://ResearchArchives.com/t/s?73f

                       Going Concern Doubt

In a Form 10-KSB/A report filed by Prosoft Learning with the SEC
on Nov. 28, 2005, Hein & Associates LLP expressed substantial
doubt about Prosoft Learning's ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2005.

The auditing firm says that the Company is party to certain note
agreements that provide creditors with the ability to demand
accelerated repayment of amounts owed if the Company is unable to
comply with the terms of the note agreements.  Hein & Associates
notes that the Company's ability to comply with the terms of those
note agreements in uncertain.  The auditing firm also says that
the Company has experienced losses from operations in each of the
last three years.

                    About Prosoft Learning

Headquartered inPhoenix, Arizona, Prosoft Learning Corporation --
http://www.ProsoftLearning.com/-- offers content and
certifications to enable individuals to develop and validate
critical Information and Communications Technology workforce
skills.  Prosoft is a leader in the workforce development arena,
working with state and local governments and school districts to
provide ICT education solutions for high school and community
college students.  Prosoft has created and distributes a complete
library of classroom and e-learning courses.  Prosoft distributes
its content through its ComputerPREP division to individuals,
schools, colleges, commercial training centers and corporations
worldwide.  Prosoft owns the CIW job-role certification program
for Internet technologies and the Certified in Convergent Network
Technologies certification, and manages the Convergence
Technologies Professional vendor-neutral certification for
telecommunications.

As of Jan. 31, 2006, Prosoft Learning's balance sheet shows a
$4,106,000 stockholders' deficit, compared to $3,491,000 of
positive equity at July 31, 2005.


REFCO INC: Responds to FXCM Decision to Pull Out From RefcoFX Deal
------------------------------------------------------------------
Refco, Inc. (OTC: RFXCQ) issued a statement to its customers in
response to the decision by Forex Capital Markets LLC to pull out
of its agreement to acquire the more than 17,000 client accounts
of Refco FX Associates LLC and the 35% share of FXCM owned by
Refco:

"Due to objections made by the Official Committee of Unsecured
Creditors and the Agent for the bank lending group, Forex Capital
Markets, LLC has stated its intent to walk away from its deal with
our Refco F/X Associates, LLC unit to acquire more than 17,000
customer accounts and our 35% stake in FXCM.  We are disappointed
by this development, but we remain committed to the proposed sale
to FXCM and were prepared to seek bankruptcy court approval of the
transaction at a hearing scheduled for April 11.  All parties have
agreed to postpone the April 11 hearing to allow additional time
for more discussions.  No new hearing date has been scheduled at
this time.  We continue to believe that the negotiated agreement
is in the best interest of Refco F/X Associates' customers and
Refco's creditors.

"We can understand how difficult Refco's bankruptcy and the
resulting losses and dislocation have been for its many customers,
especially individual customers.  From the very beginning of the
Refco Chapter 11 case, we have worked diligently to protect the
Refco FX clients and the value in their accounts.  We very quickly
reached an agreement with FXCM that not only provided for the sale
of the Refco FX client accounts but also allowed clients to
continue trading in their accounts with only limited disruption
pending the sale and transfer of the accounts.   We still hope
that a transaction can be restored and that we will be able to
conclude this phase of Refco's bankruptcy to the benefit of all
parties.

"However, there are many other constituencies and considerations
in a complex chapter 11 case such as this one.  The Official
Committee of Unsecured Creditors and the Agent for the bank
lending group have objected to the approval of the agreement.  It
appears such objections and the litigation it has generated have
caused FXCM to publicly announce that it has terminated the
purchase agreement and refused to proceed with the transaction.
Although negotiations among the various groups continue, the
court's approval of the transaction is currently on hold, and we
do not know whether or when the transaction will move forward and
if so, on what terms."

                        About Refco, Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.


REMOTE DYNAMICS: Board Panel Hires KBA to Audit 2006 Financials
---------------------------------------------------------------
The Audit Committee of the Board of Directors of Remote Dynamics,
Inc., fka Minorplanet Systems USA, Inc., approved the engagement
of KBA GROUP LLC on March 10, 2006.

KBA will serve as the Company's principal independent registered
public accounting firm to audit the Company's financial statements
for the fiscal year ending Aug. 31, 2006.

Based in Richardson, Texas, Minorplanet Systems USA, Inc., nka
Remote Dynamics, Inc. -- http://www.minorplanetusa.com/--  
develops and implements mobile communications solutions for
service vehicle fleets, long-haul truck fleets and other
mobile-asset fleets, including integrated voice, data and position
location services.  Minorplanet, along with two affiliates, filed
for chapter 11 protection (Bankr. N.D. Texas, Case No. 04-31200)
on February 2, 2004.  Omar J. Alaniz, Esq., and Patrick J.
Neligan, Jr., Esq., at Neligan Tarpley Andrews and Foley LLP,
represent the Debtors in their restructuring efforts.  When
Minorplanet filed for bankruptcy, it estimated assets and debts at
$10 million to $50 million.  The Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization on June 17, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 29, 2005, BDO
Seidman LLP issued an audit report for the fiscal year ended
Aug. 31, 2005, which expressed an unqualified opinion but included
an explanatory paragraph concerning Remote Dynamics, Inc.'s
ability to continue as a going concern.  The auditing firm cited
the company's history of recurring losses from operations and
negative cash flows from operating activities.


SCIENTIFIC GAMES: Earns $75.3 Million in Fiscal Year 2005
---------------------------------------------------------
Scientific Games Corporation reported its financial results for
the fourth quarter and fiscal year ended Dec. 31, 2005.

Scientific Games reported that fourth quarter 2005 revenues were
$202.9 million, up 11 percent from $182.6 million in the fourth
quarter of 2004.  Net income was $10.4 million or $0.11 per
diluted share, after reductions for $19.4 million of unusual
charges, compared to net income of $4.4 million or $0.05 per
diluted share in the fourth quarter of 2004.

Excluding the unusual charges, non-GAAP adjusted fourth quarter
net income would have been $25.1 million or $0.27 per diluted
share, compared to previously reported non-GAAP adjusted net
income of $22.5 million or $0.25 per diluted share for the fourth
quarter of 2004.

EBITDA for the fourth quarter of 2005 (earnings before interest,
taxes, depreciation and amortization - see the following EBITDA
reconciliation) was $39.4 million compared to $51.2 million in the
fourth quarter of 2004.  Excluding the unusual charges, adjusted
EBITDA for the fourth quarter of 2005 would have been $58.8
million, compared to adjusted EBITDA for the fourth quarter of
2004 of $54.3 million.

Full year 2005 revenues increased 8 percent to $781.7 million from
the $725.5 million reported in 2004. Net income rose 15 percent to
$75.3 million, or $0.81 per diluted share, after reductions for
$26.8 million of unusual charges in the third and fourth quarters,
compared to net income before preferred stock dividend of $65.7
million or $0.72 per diluted share in 2004.

Excluding the unusual charges, 2005 non-GAAP adjusted net income
would have been $95.3 million or $1.03 per diluted share.  EBITDA
was $197.8 million in 2005, compared to $209 million in 2004.
Excluding the unusual charges, adjusted EBITDA for the full year
of 2005 would have been $224.6 million, compared to adjusted
EBITDA for 2004 of $212.1 million.

               2005 Financial Results Comments

Lorne Weil, Chairman and CEO, made the following comments.
"Revenue performance in the fourth quarter was quite strong.
Overall revenue increased 11%, and if Florida online revenues are
eliminated from the 2004 numbers then the overall revenue growth
was nearly 17%.  More importantly, core lottery revenues increased
by nearly 22%, from $125.6 million in 2004 to $153.1 million in
2005; here again, if the Florida online revenue is eliminated from
the 2004 figure, then lottery revenue growth was 31%.

Under normal operating circumstances the magnitude and composition
of revenue in the fourth quarter would have been sufficient to
generate net income of at least $0.27 per diluted share, but this
was not a normal quarter from several points of view. During the
quarter we recorded:

    -- a non-cash charge of $12.4 million to discontinue our SERP
       program, an action that will result in an earnings benefit
       of at least $2 million annually in 2006 and beyond;

    -- a non tax-deductible charge of $1.7 million in connection
       with the earn-out on the Honsel acquisition (future earn-
       out payments will be treated as additional purchase price
       rather than a charge to earnings);

    -- unanticipated legal and related consulting and severance
       expenses of $3 million in connection with non-recurring
       matters in North Carolina, Chile, New Jersey and elsewhere;

    -- Start-up expenses of approximately $1 million in connection
       with the opening of our new instant ticket production
       facility in the UK; losses of about $1 million due to the
       start up of new lottery contracts in Catalonia;

    -- write-offs of about $1 million in our pari-mutuel systems
       business, primarily to withdraw from the market in Poland.

                    About Scientific Games

Scientific Games Corporation -- http://www.scientificgames.com--  
is the leading integrated supplier of instant tickets, systems and
services to lotteries, and the leading supplier of wagering
systems and services to pari-mutuel operators.  The Company is
also a licensed pari-mutuel gaming operator in Connecticut and the
Netherlands and is a leading supplier of prepaid phone cards to
telephone companies.  Scientific Games' customers are in the
United States and more than 60 other countries.

                       *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and its '2' recovery rating to Scientific Games Corp.'s:

   *  proposed $50 million senior secured revolver add-on
      due 2009; and

   *  proposed $100 million senior secured term loan add-on
      due 2009,

reflecting the expectation lenders would likely achieve
substantial (80%-100%) recovery of principal in a simulated
payment default scenario.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Moody's Investors Service affirmed Scientific Games Corporate
Family, senior and subordinated ratings at Ba2, Ba2 and B1,
respectively, following recent announcements that the company
reached agreement to acquire the online lottery assets of EssNet
AB for $60 million and signed a non-binding letter of intent to
acquire The Global Draw, Ltd. and related companies for about $183
million, plus an earn-out that will paid depending on future
financial performance.


SCIENTIFIC GAMES: Moody's Rates Amended Credit Facilities at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Scientific
Games Corporation's amended credit facilities and affirmed the
company's Corporate Family, senior and subordinated ratings at
Ba2, Ba2 and B1, respectively.  The rating outlook is stable.

The amended bank facilities will encompass a $50 million increase
to the existing $250 million senior secured guaranteed multi-
currency revolving credit facility and a new $100 million senior
secured guaranteed term loan, each due Dec. 23, 2009.  The
increased facilities will be used to provide financing for the
recent acquisition of EssNet AB and the potential acquisition of
The Global Draw, Ltd.

The rating affirmation reflects Moody's expectation that leverage
will rise slightly from year end levels to about 3.5x on a pro-
forma basis assuming all acquisitions close, but fall to around
3.0x by year end 2006, due to anticipated earnings growth driven
by recent lottery contract renewals and new contracts.  Although
temporary increases in leverage may occur in the future as a
result of modest sized acquisitions, Moody's expects the company
will manage debt/EBITDA back down to pre-acquisition levels within
a reasonably short time period.  The stable rating outlook is
based on the expectation of continued modest sales and earnings
growth from existing lottery contracts, contract extensions and
rebids, as well as incremental sales from net new contracts and
reflects the company's free cash flow generating ability, and good
liquidity profile.

EssNet specializes in on-line lottery systems and will enhance the
company's position in Europe, and in particular Germany. Global
Draw is a supplier of fixed-odds betting terminals and system in
the UK and is expected to provide Scientific Games with a platform
to expand its presence in sports betting and video lottery.

Moody's previous rating action on Jan. 24, 2006 was an affirmation
of the company's existing ratings after the company agreed to
acquire EssNet AB for $60 million, and had signed a letter of
intent to acquire The Global Draw, Ltd., for about $183 million,
plus an earn-out that will paid depending on future financial
performance.

Scientific Games Corp. is a provider of services, systems and
products to both the instant ticket lottery industry and pari-
mutuel wagering industry.  The company operates in four business
segments: Lottery Group, Pari-mutuel Group, Venue Management Group
and Telecommunications Products Group. Revenues for the fiscal
year ended Dec. 31, 2005 were $782 million.


SPORTS AUTHORITY: S&P Rates Proposed $225 Million Term Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to sporting goods retailer The Sports Authority Inc.
(TSA).  The outlook is negative.

At the same time, it assigned a 'B' rating and '3' recovery rating
to a proposed $225 million senior secured term loan B due 2013
that will be issued by TSA Stores Inc.  The ratings indicate
expectation for meaningful (50%-80%) recovery of principal in the
event of a payment default.

"The rating reflects TSA's highly leveraged capital structure,
thin cash flow protection measures, as well as its participation
in the competitive and relatively mature sporting goods retailing
industry," said Standard & Poor's credit analyst Ana Lai.

Englewood, Colorado-based The Sports Authority is a big-box, full-
line sporting goods retailer of:

   * brand-name sporting goods equipment,
   * apparel, and
   * footwear.

As of Jan. 28, 2006, TSA operated 398 stores and had annual sales
of $2.5 billion.

Proceeds of the term loan, together with about:

   * $320 million in borrowings under the revolver,
   * $350 million in mezzanine debt, and
   * $438 million in equity contribution,

will be used to fund the buyout of TSA.

TSA entered into a definitive agreement on Jan. 22, 2006, to be
acquired by an investor group led by an affiliate of Leonard Green
& Partners L.P. and members of TSA's senior management team.  The
total transaction value, including assumed debt, is about $1.3
billion.


STANDARD PACIFIC: Fitch Rates Proposed $300 Million Loans at BB
---------------------------------------------------------------
Fitch Ratings assigned a 'BB' rating to Standard Pacific Corp.'s
(NYSE: SPF) proposed:

   * five-year $100 million senior unsecured term loan A; and
   * seven-year $200 million senior secured term loan B.

The Rating Outlook is Positive.  The debt will be ranked on a pari
passu basis with all other senior unsecured debt.  Proceeds from
the proposed term loans will be used to repay outstanding
indebtedness under the company's revolving credit facility and for
other general corporate purposes.

Ratings for Standard Pacific are based on the company's successful
execution of its business model, relatively conservative land
policies and geographic and product line diversity.  Standard
Pacific has been an active consolidator in the homebuilding
industry which has contributed to the above average growth during
the past four years, but has kept debt levels a bit higher than
its peers in recent years.  Management has also exhibited an
ability to quickly and successfully integrate its acquisitions.
In any case, now that Standard Pacific has reached current scale
there may be somewhat less use of acquisitions going forward and
acquisitions may be smaller relative to Standard Pacific's current
size.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest Standard Pacific's aggressive, yet controlled growth
strategy and Standard Pacific's capitalization, size and still
heavy (although diminished) exposure to California markets.

Standard Pacific's EBITDA, EBIT and FFO to interest ratios tend to
be somewhat below the average public homebuilder, as does
inventory turnover.  Standard Pacific's leverage is somewhat
higher and debt to EBITDA ratio is slightly above the averages of
its peers.  However, Standard Pacific's margins are substantially
above the average of other public builders.  Although Standard
Pacific has certainly benefited from the generally strong housing
market of recent years, a degree of profit enhancement is also
attributed to purchasing design and engineering, access to capital
and other scale economies that have been captured by the large
national and regional public homebuilders in relation to non-
public builders.  These economies, Standard Pacific's presale
operating strategy and a return on equity and assets orientation
provide the framework to soften the margin impact of declining
market conditions in comparison to previous cycles.  Standard
Pacific's ratio of sales value of backlog to debt during the past
few years has ranged between 1.6x to 2.1x and is currently 1.6x -
a comfortable cushion.

Standard Pacific employs conservative land and construction
strategies, typically optioning or purchasing land only after
necessary entitlements have been obtained so that development or
construction may begin as market conditions dictate.  Standard
Pacific extensively uses a combination of lot options and JVs.
The use of non-specific performance rolling options gives Standard
Pacific the ability to renegotiate price/terms or void the option
which limits down side risk in market downturns and provides the
opportunity to hold land with minimal investment.  At present,
11.8% of its lots are controlled through options and 15.3% are
controlled in JVs.  A high percentage of its homes are pre-sold,
especially in California.

Fitch views Standard Pacific's partnerships and joint ventures to
be strategically and financially material to the company's
operations.  However, the manageable leverage levels and the
supply of land in attractive markets held in the partnerships
mitigate this risk to some extent.  The company's unconsolidated
homebuilding and land development joint ventures leverage was 44%
at the end of the 2005 fourth quarter.  Standard Pacific's
homebuilding leverage was 46.8%.  Adjusting for off-balance sheet
commitments, Standard Pacific's adjusted homebuilding debt to
adjusted capital was 53.1%.

Standard Pacific has pursued growth opportunities within and
adjacent to existing markets.  The company has also diversified
geographically during the past few years by expanding into some of
the largest homebuilding markets in the United States.  Since
1998, they have expanded through acquisition into:

   * Arizona,
   * Colorado,
   * Florida, and
   * the Carolinas.

Each of the acquisitions included substantial strategic lot
inventories as well as experienced management teams.  As a result
of these acquisitions, Standard Pacific's non-California divisions
represented over 60% of homes delivered in 2005, compared to just
over 20% of deliveries in 1997.

Standard Pacific renewed its revolving line of credit on
Aug. 31, 2005.  The term was extended four years to Aug. 31, 2009;
the facility increased from $600 million to $925 million.  The
facility included an accordion feature allowing the company to
increase the commitment to $1.1 billion.  On March 29, 2006,
Standard Pacific announced that it had increased the revolving
credit facility capacity from $925 million to $1.1 billion through
the exercise of the facility's accordion feature.

As of March 17, 2006, Standard Pacific had $686.6 million in debt
outstanding on its revolving credit facility and $81.8 million in
issued but undrawn letters of credit outstanding.

Standard Pacific has purchased modest to moderate amounts of stock
in the past and has repurchased $52.1 million of common stock in
2005.  On Feb. 6, 2006, Standard Pacific's board authorized a new
$100 million repurchase plan.

Through Feb. 17, 2006, approximately $9 million in stock was
repurchased under the new plan.


STAR GAS: Inks Second Amendment to Kestrel Unit Purchase Agreement
------------------------------------------------------------------
Star Gas Partners, L.P. (NYSE: SGU, SGH) entered into Amendment
No. 2 to the Kestrel Unit Purchase Agreement with Kestrel Energy
Partners, LLC and its affiliates.  The board of directors of Star
Gas LLC, the Partnership's general partner, determined that the
New Soros Group proposal to recapitalize the Partnership is not a
"Superior Proposal" under the terms of the Amended Kestrel Unit
Purchase Agreement.

           The Amended Kestrel Unit Purchase Agreement

The Amended Kestrel Unit Purchase Agreement continues to provide
for an equity investment by Kestrel of $16.875 million.  However
Kestrel's investment under the amended agreement will be for
6,750,000 common units at a price of $2.50 per common unit
(compared to 7,500,000 common units as a price of $2.25 under the
previous Kestrel transaction).  The Amended Kestrel Unit Purchase
Agreement also continues to provide for a rights offering of
$39.375 million to Star's common unitholders.  Under the amended
agreement the rights offering will be for 19,687,500 common units
at a price of $2.00 per common unit (compared to a rights offering
of 17,500,000 common units at a price of $2.25 under the previous
Kestrel transaction).  Under the Amended Kestrel Unit Purchase
Agreement, Star Gas common unitholders of record at the close of
business on April 6, 2006 will now be afforded the rights to
purchase approximately 0.61 units for each common unit held,
compared to approximately 0.54 units under the previous Kestrel
transaction.

Kestrel has agreed to backstop the rights offering at a price of
$2.25 for any rights not exercised by Star's common unitholders,
resulting in an increase in the amount raised in the rights
offering to the extent that Kestrel is required to purchase units
pursuant to such backstop arrangement.  The Amended Kestrel Unit
Purchase Agreement will result in the aggregate issuance of
26,437,500 new common units (exclusive of new common units to be
issued for notes in the noteholder tender and exchange and new
common units to be issued to existing holders of Star's senior
subordinated and junior subordinated units).  Assuming full
subscription in the rights offering, the Amended Kestrel Unit
Purchase Agreement will continue to provide the Partnership with
$56.250 million of cash, but with less dilution to Star's common
unitholders when compared to the prior Kestrel transaction. All
other terms of the previously amended Kestrel Unit Purchase
Agreement, including the conversion of subordinated units to
common units, remain the same under the Amended Kestrel Unit
Purchase Agreement.

The Partnership has received consents to the Amended Kestrel Unit
Purchase Agreement from holders of more than 2/3 of Star's senior
notes.

                  The New Soros Group Proposal

The Partnership received a new proposal from a group consisting of
Soros Fund Management, LLC, Atticus Capital LP and Almeida Oil
Co., Inc.

The New Soros Group proposal:

   (a) includes a proposed tender offer by the Soros Group for up
       to 15 million common units at a price of $3.00 per unit;

   (b) contemplates a $67.5 million rights offering to Star's
       common unitholders at a price of $2.25 per common unit,
       with the common units purchased by the Soros Group through
       the tender offer being eligible to participate in the
       rights offering and the Soros Group providing a standby
       commitment to backstop the entire rights offering;

   (c) would result in the aggregate issuance of 30 million new
       common units and cash to the Partnership of $67.5 million,
       which represents an increase, after considering certain
       termination fee, expense reimbursement, incremental
       transaction expenses and interest costs, which are
       estimated to aggregate approximately $9.5 million, of
       approximately $1.75 million in additional cash compared to
       the Amended Kestrel Unit Purchase Agreement.

   (d) contemplates no conversion of Star's senior subordinated
       and junior subordinated units into common units, although
       the Soros Group has advised Star that they would adjust
       their proposal to provide for such conversion if the Board
       thought it was necessary or desirable.

Pursuant to the New Soros Group proposal, Star Gas LLC, Star's
current general partner, would remain the general partner of the
Partnership, and the Soros Group would have the right to appoint
all of the directors of the general partner.  The New Soros Group
proposal contemplates that Star Gas LLC would, in consideration of
the Soros Group's standby commitment in the rights offering,

   (a) agree to relinquish its right to receive distributions from
       Star pursuant to Star's partnership agreement (other than
       with respect to capital actually invested in Star) and,

   (b) cause Star to issue to the Soros Group newly created units
       which would provide economic benefits substantially
       equivalent to the new general partner's rights to receive
       distributions under the Amended Kestrel Unit Purchase
       Agreement.

The New Soros Group proposal contains a number of additional
conditions not contained in any prior proposal.

The proposal is conditioned:

   (a) on the Board approving the transactions, including the
       tender offer, contemplated by the New Soros Group proposal
       and revoking all anti-takeover protections currently
       contained in the formation and governance documents of Star
       and its general partner solely with respect to the New
       Soros Group proposal.

   (b) upon the transfer, for nominal consideration, of a minority
       equity interest in Star Gas LLC to the Soros Group and the
       agreement by all of the equity holders of Star Gas LLC to:

       * grant the Soros Group the right to appoint all of the
         members of the board of directors of Star Gas LLC and

       * not sell their equity interests in Star Gas, LLC
         without the prior written consent of the Soros Group.

   (c) on the Soros Group being granted the option to acquire all
       of the equity interests in Star Gas LLC for a price equal
       to the value of Star Gas LLC's invested capital in Star at
       the time of exercise of such option.

A full-text copy of the objections to the New Soros Group Proposal
is available at no charge at

           http://bankrupt.com/misc/SorosProposal.pdf

                    Tender and Exchange Offer

The Partnership also announced that earlier last week Star
commenced the tender and exchange offer and consent solicitation
for senior notes contemplated by the Kestrel transaction, which is
set to expire at 12:00 midnight on April 25, 2006.  The tender and
exchange offer is conditioned upon the continued effectiveness and
closing of the Kestrel transaction.

Full-text copies of the agreements on the Kestrel transaction are
available at no charge at http://ResearchArchives.com/t/s?751

Full-text copies of the proxy materials on the Kestrel transaction
are available at no charge at:

     * Jan. 24, 2006
               http://ResearchArchives.com/t/s?752

     * March 1, 2006
               http://ResearchArchives.com/t/s?753

     * March 13, 2006
               http://ResearchArchives.com/t/s?754

     * March 17, 2006
               http://ResearchArchives.com/t/s?755

     * March 27, 2006
               http://ResearchArchives.com/t/s?756

                       About Star Gas

Headquartered in Stamford, Connecticut, Star Gas Partners, L.P. --
http://www.star-gas.com/-- is a home energy distributor and
services provider specializing in heating oil.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 24, 2006,
KPMG LLP expressed substantial doubt about Star Gas Partners,
L.P.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended September 30,
2005 and 2004.  The auditing firm pointed to Star Gas' problems in
obtaining funding for its working capital requirements.


STARWOOD HOTELS: Moody's Confirms Ba1 Ratings on $1.8 Bil. Bonds
----------------------------------------------------------------
Moody's Investors Service confirmed Starwood Hotels & Resorts
Worldwide Inc.'s Ba1 Corporate Family Rating, affirmed its SGL-2
rating and revised the rating outlook to Positive.  Moody's also
confirmed the ratings of Sheraton Holdings Corp. at Ba1.  This
completes the review of Starwood's and SHC's ratings that
commenced on Nov. 14, 2005.

The change in outlook reflects improved credit metrics in 2005 as
a result of higher earnings and lower debt levels, a more
consistent financial policy, and the positive impact on the
company's credit profile from the pending sale of up to 35 hotels
to Host Marriott.  Specifically, as a result of the Host
transaction, Starwood is expected to reduce debt levels
commensurate with the reduction in net EBITDA from sold assets,
lower earnings concentration in certain markets, a significantly
reduced level of secured debt, a less complicated corporate
structure, and lower exposure to more cyclical owned hotel
earnings.  Pursuant to Moody's Lodging Rating Methodology, the
factors that most influence Starwood's rating are brand strength,
geographic diversification, cash flow leverage and coverage and
financial policy.

The ratings could be considered for an upgrade within six to
twelve months if the company reduces year-end debt levels with a
portion of the proceeds from the Host transaction, continues to
pursue a financial policy consistent with a higher rating in light
of, in Moody's opinion, a significant level of industry event risk
related to consolidation of assets and brands, and the company's
remaining share repurchase authorization, and if the company
appears likely to maintain debt to EBITDA around 3.5x.

The bonds issued by SHC will be assumed directly by Starwood upon
closing of the Host transaction, rather than by Host as initially
contemplated and Starwood will receive $600 million more in cash
from Host.  The transaction with Host contemplates the sale of up
to 35 hotels, Starwood's REIT, and the stock of its wholly owned
subsidiary, Sheraton Holding Corporation, for approximately $4.3
billion dollars based upon Host Marriott's recent stock price.

The affirmation of the company's SGL-2 rating reflects its cash
flow generating ability over the next 12 months from internal
operating sources together with scheduled sale of hotel assets to
Host Marriott that is expected to fund the majority of its planned
capital spending, debt amortizations, dividends and share
repurchases.  Additionally, the SGL-2 ratings reflects presence of
a $1.5 billion multi-year, committed bank facility, adequate
covenant cushion, and good alternate liquidity from a large base
of unencumbered hotel assets.

Ratings confirmed:

   Issuer: Starwood Hotels & Resorts Worldwide Inc.

   * Corporate Family Rating at Ba1
   * Senior unsecured bonds $800 million due 2012 at Ba1
   * Senior unsecured bonds $700 million due 2007 at Ba1
   * Senior unsecured bonds $360 million due 2023 at Ba1
   * Senior, subordinate and preferred shelf at (P) Ba2, (P) Ba3,
    (P) B1, respectively

Ratings confirmed and will be assumed by Starwood Hotels & Resorts
Worldwide Inc.

   Issuer: Sheraton Holdings Corporation

   * $450 million bonds due 2015 at Ba1
   * $150 million bonds due 2025 at Ba1
   * $450 million bonds due 2005 at Ba1

Ratings confirmed and will be withdrawn:

   Issuer: Starwood Hotels & Resorts

   * Senior, subordinate and preferred shelf at (P) Ba2, (P) Ba3,
     (P) B1, respectively

Starwood Hotels & Resorts Worldwide Inc., headquartered in White
Plains, New York, is a leading hotel company with about 850
properties in more than 95 countries.  The company generated
revenues, net of cost reimbursements of approximately $4.907
billion.


STELCO INC: Emerges from CCAA Supervised Restructuring
------------------------------------------------------
Stelco Inc. emerged from its Court-supervised restructuring at
midnight of Friday, March 31, 2006.

On Friday, the Company satisfied the conditions to implementation
of its restructuring plan under the Companies' Creditors
Arrangement Act and the reorganization of its corporate structure
under the Canada Business Corporations Act.

The new Stelco is positioned to establish itself as a viable and
competitive steel producer for the long term:

     -- It has a new $600 million asset backed loan facility;

     -- a $375 million secured revolving term loan;

     -- a low interest loan of $150 million from the Province of
        Ontario;

     -- a plan in place to pay its pension plan deficiency; and

     -- $143,000,000 in new equity through the issuance of New
        Common Shares to Tricap Management Limited, Sunrise
        Partners Limited Partnership, Appaloosa Management L.P.,
        Mr. Rodney Mott (the Company's new president and chief
        executive officer), and other former creditors that
        elected to receive additional common share equity in lieu
        of a portion of the cash distributions which they
        otherwise would have received.

A new board of directors assumed office.  Its members are Messrs.
Courtney Pratt -- Chairman, Dennis Belcher, Laurie Bennett, Steve
Cohn, Pierre Dupuis, Peter Gordon, John Lacey, Cyrus Madon and
Tony Molluso.

Upon the Company's emergence from the CCAA process and the
assumption of office by the new board of directors, the resolution
appointing Rodney Mott as Stelco's president and chief executive
officer as of April 1, 2006 took immediate effect.

The board of directors authorized a personal investment in the
Company by Mr. Mott, who will purchase 1 million New Common Shares
of the Company at a purchase price of $5.50 per share, for total
proceeds of $5.5 million. The transaction is expected to be
completed on Monday, April 3, 2006.

The board has also adopted an employee Stock Option Plan subject
to necessary approvals.  Like similar plans in other companies, it
is designed to assist in the retention and motivation of key
employees. The Plan is also intended to assist in the Company's
pursuit of improved shareholder value and long-term financial
performance.

Approximately 2.61 million New Common Shares are reserved for
issuance under the Stock Option Plan.  The board has now allotted
1.94 million of those shares, including an allotment to Mr. Mott
of stock options for the purchase of 1.04 million of those 1.94
million shares, at an exercise price of $5.50 per New Common
Share.  The options will vest over a four-year period in equal
installments on a semi-annual basis beginning in September 2006.

A number of new securities issued in connection with Stelco's
restructuring plan will be listed and commence trading on the
Toronto Stock Exchange today. The New Common Shares, carrying one
vote per share, will trade under the stock symbol STE.  The New
Secured Floating Rate Notes, to be quoted and traded in U.S.
funds, will trade under the stock symbol STE.NT.U.  The New
Warrants, each of which entitles the holder to purchase one New
Common Share at a price of $11.00 on or after June 28, 2006 until
March 31, 2013, will trade under the stock symbol STE.WT.

The securities and cash being distributed to Affected Creditors
under the Restructuring Plan will also be distributed today.
However, no securities or cash are being distributed to Affected
Creditors who held the 9.5% convertible subordinated debentures
due 2007 which the Court supervising Stelco's restructuring has
ordered be held by the Monitor, in trust, pending resolution of
the litigation over the entitlement to these distributions.

Also, with respect to Affected Creditors who held Stelco's 8%
debentures due 2006 or 10.4% debentures due 2009, $2,200,000 and
$1,800,000 respectively of the cash payable to those Affected
Creditors has been paid to the respective trustees of those
debentures, in trust, in respect of the litigation over the
entitlement to the distributions as between the Corporation's
previous debentureholders.

After taking into account the issuance of securities under the
Restructuring Plan and to Mr. Mott and other employees, Stelco
will then have outstanding:

        -- 27,100,000 New Common Shares;
        -- 2,269,600 New Warrants; and
        -- US$235,070,000 of New Secured Floating Rate Notes,

plus options to purchase 1.94 million of the Company's New Common
Shares.

Interest on the New Secured Floating Rate Notes will be payable in
semi-annual installments on March 31 and September 30 of each year
and will float with the London Interbank Offering Rate.  The
interest rate applicable from March 31, 2006 to Sept. 30, 2006 is
10.61%.

Copies of indentures in respect of the New Secured Floating Rate
Notes and the New Warrants will be posted at http://www.sedar.com/
early in the coming week.

                            About Stelco

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 court-supervised
restructuring 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 emerged 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.


STEWART ENT: S&P Downgrades Senior Unsecured Notes' Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Jefferson, Louisiana-based funeral home and cemetery operator
Stewart Enterprises Inc. to negative from stable.

"The outlook revision considers that Stewart's financial risk
profile, even when reconciling for recent accounting changes and
for the impact of Hurricane Katrina, is not in line with our
expectations," said Standard & Poor's credit analyst David Peknay.

The 'BB' corporate credit rating on the company was affirmed.

In addition, Standard & Poor's lowered the rating on Stewart's
senior unsecured notes to 'B+' from 'BB-'.  The rating on the
unsecured notes is now two notches below the 'BB' corporate credit
rating -- in line with Standard & Poor's criteria.  Although the
notes are considered senior, the company has a sizable amount of
priority debt (secured bank debt, capitalized operating leases,
and various mortgage debt).  Because of the magnitude of the
priority debt (now totaling more than 30% of total eligible assets
since the recent reduction in total assets), the unsecured notes
are considered materially disadvantaged.

The speculative-grade rating on Stewart reflects the company's
operating concentration in a competitive and fragmented industry
with small, though predictable, long-term growth prospects and a
rising consumer preference for lower cost services.

The company's:

   * relatively efficient operations,
   * large contracted revenue backlog, and
   * good cash flow

partially offset these factors.

Standard & Poor's expects funeral volumes to increase only
slightly, similar to current patterns.  Operating margins in 2006
will likely average in the low- to mid-20% range, EBITDA interest
coverage about 3.5x, and free cash flow about $40 million before
operating expenses.  Total debt to EBITDA is 3.9x.  This measure
is weaker than earlier expectations, even when adjusting for the
change in accounting changes for pre-need selling costs.  In
addition, funds from operations to lease-adjusted debt of about
12% is weaker than our expectations for the rating category.


TEAM FINANCE: Reports Fourth Quarter and Fiscal Year 2005 Results
-----------------------------------------------------------------
Team Finance LLC reported its results for its fiscal year and
fourth quarter ended Dec. 31, 2005.  On Nov. 23, 2005, affiliates
of the Blackstone Group acquired a majority interest in Team
Health Holdings, LLC, the parent of the company, in a merger that
was accounted for as a recapitalization.  Team Health, Inc., is a
wholly owned subsidiary of Team Finance.  The historical financial
results of the company and Team Health have been restated for the
effect of the Transaction.

Net revenue less provision for uncollectibles for the fiscal year
ended Dec. 31, 2005, increased to $1.01 billion from $1.0 billion
in the prior year.  Military staffing revenue declined $55.6
million year over year as a result of the military re-contracting
its healthcare staffing contracts in 2004.  Same contract revenue
less provision for the year increased by 9.2% to $749.8 million
from $686.5 million in 2004.  Contributing to the 9.2% increase in
same contract revenue was an increase in estimated collections per
patient of approximately 4.4% and increases in volume between
periods due to an increase in overall fee for service volume of
3.6%.  Net earnings for 2005 were $1.7 million compared to a net
loss of $57.9 million in 2004.  Primarily due to the Transaction
occurring in the fourth quarter of 2005, transaction costs of
$18.2 million and a loss on extinguishment of debt of $25.3
million were realized in 2005.  Additionally, general and
administrative expenses in 2005 reflect approximately $4.1 million
of costs associated with the Transaction, primarily related to the
termination of the prior stock option program. The net loss of
$57.9 million in 2004 includes a previously reported goodwill
impairment loss of $73.2 million and $14.7 million of refinancing
related costs.

Net revenue less provision in the fourth quarter of 2005 increased
3.7% to $249.0 million from $240.2 million in the corresponding
period of 2004.  Same contract revenue less provision for the
quarter increased by 3.8% to $206.9 million from $199.4 million in
the same period a year ago.  The lower rate of growth in same
contract revenue in the fourth quarter of 2005 compared to the
full fiscal year rate of same contract revenue growth is due to
overall growth in fee for service patient volume of 0.8% as well
as reduced growth in estimated collections per patient between
periods as compared to the full fiscal year results.  Net losses
were $30.2 million in the fourth quarter of 2005, compared to net
earnings of $1.5 million in the fourth quarter of 2004.  The loss
in the fourth quarter of 2005 was primarily due to costs incurred
in conjunction with the Transaction.

As of Dec. 31, 2005, the company had cash and cash equivalents of
approximately $10.6 million and a revolving credit facility
borrowing availability of $119.7 million (without giving effect to
$12.6 million of undrawn letters of credit).  The company's total
outstanding debt as of Dec. 31, 2005, was $645.3 million.  Cash
flow provided by operations (after interest, taxes and changes in
working capital) for 2005 was $56.8 million compared to $64.6
million in 2004.  The decline in operating cash flow is
principally due to costs associated with the bond tender offer and
an increase in accounts receivable and tax payments.

Lynn Massingale, M.D., Chief Executive Officer of Team Health,
said, "The past fiscal year resulted in significant changes for
the company in order to further strengthen the operations of the
company.  As previously announced, in November 2005 an affiliate
of the Blackstone Group purchased a majority interest in the
company from our existing equity sponsors in a recapitalization
transaction.  Members of management also retained or purchased
additional equity in the company as part of this transaction.  The
purchase of the company by Blackstone is a testament to the high
quality affiliated physicians, clinicians, and administrative
employees of the company and the services that they provide to our
hospital customers and their patients.  As active and
knowledgeable investors in the healthcare industry, we look
forward to working with Blackstone as we develop solutions to
better serve the needs of our customers and patients.

"Despite the challenges of managing through the acquisition and
recapitalization during 2005, the company reported solid financial
results driven primarily by strong performance in our core
emergency staffing business.  The ED staffing business reported
year over year growth in net revenue of 8.0% driven by a
combination of increases in both patient volume as well as an
improvement in estimated collections per patient.  During 2004,
the company retained the services of experienced healthcare
billing consultants to evaluate our existing billing and
collection processes and make recommendations for improvements in
this critical area.  We believe that a portion of the improvement
in our estimated collections per patient visit is due to
enhancements in our billing and collection process.

"Over the past several years, the company made a significant
commitment to improving our internal risk and claims management
processes in key functions such as the recruitment of physicians
and provider communication in regard to identified risk areas and
activities. These investments, combined with recent tort reform
efforts in several key states and a conscious decision to
terminate high risk contracts have contributed to very favorable
claim and loss trends over the past several years. Due in part to
such favorable trends and the resulting improvement in actuarial
loss estimates, the company experienced an overall reduction in
professional liability costs of $19.5 million between years.

"Our military staffing business was able to successfully rebuild
its operations following the military's re-bidding of
substantially all healthcare staffing relationships which was
completed in late 2004.  As a result of the re-bidding process, we
experienced a decline in our military staffing revenues of
approximately $55.6 million during 2005 as well as a decline in
operating margin.  Despite the year over year declines in revenue
and profitability, we feel our military operations have now
stabilized.  We truly appreciate the effort put forth by our
management and employees of the military healthcare staffing
division during this very challenging time and look forward to
refocusing on growth opportunities in this market.  We continue to
believe that our military staffing business is the premier
provider of healthcare staffing services to the military.

"During the last several years, the company added several
experienced healthcare executives in order to further develop our
management team.  We have also been focusing intensely on making
incremental improvements in the execution of our day-to-day
operations.  The results of these efforts are being realized
today, as company has been able to deliver sound financial
performance during a challenging environment.  In addition, these
investments have allowed us continue to meet the needs of our
hospital customers, affiliated physicians and clinical providers.
With our new partners at Blackstone, we look forward to continuing
to grow the company and capitalizing on future opportunities in
the healthcare staffing market during 2006."

                         About Team Health

Headquartered in Knoxville, Tennessee, Team Health, Inc. --
http://www.teamhealth.com/-- is affiliated with over 5,600
healthcare professionals who provide emergency medicine,
radiology, anesthesia, hospitalist, urgent care and pediatric
staffing and management services to over 500 civilian and military
hospitals, surgical centers, imaging centers and clinics in 43
states.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
Moody's Investors Service assigned a (P)B2 rating to the proposed
credit facilities and a (P)Caa1 rating to the proposed
subordinated notes of Team Finance LLC (an intermediate holding
company) offered in conjunction with the leveraged buyout of Team
Health, Inc. (the operating company).  Moody's also assigned a
corporate family rating of (P)B2 to Team Finance and a speculative
grade liquidity rating of SGL-2.  Moody's said the outlook for
these ratings is stable.


TRM CORP: Units Have Until June 15 to Comply with Loan Covenants
----------------------------------------------------------------
TRM Corporation's subsidiaries, TRM Inventory Funding Trust and
TRM ATM Corporation, entered into a Forbearance Agreement with:

   * Autobahn Funding Company LLC, lender;

   * DZ Bank AG, as Administrative Agent and Liquidity Agent;

   * Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as
     Administrative Agent and Liquidity Agent; and

   * U.S. Bank National Association, as Collateral Agent.

Under the Forbearance Agreement, DZ Bank AG, and Autobahn Funding
have agreed to forbear, until June 15, 2006, exercising their
remedies resulting from a claimed event of default under a Loan
and Servicing Agreement, dated as of March 17, 2000, as amended.

The default under its Loan and Servicing Agreement results from
defaults under the Credit Agreement, dated as of Nov. 19, 2004, as
amended, inked among TRM Corporation, TRM (ATM) Limited, and
certain guarantors, certain lenders and Bank of America, N.A.  As
reported in the Troubled Company Reporter on Mar 30, 2006, TRM
expects, based upon preliminary and unaudited information, that it
will not be in compliance with the leverage and fixed charge ratio
covenants in its Credit Agreement, primarily because of fourth
quarter charges, including those related to costs incurred in the
Travelex ATM Network acquisition and also including additional
charges related to the ATM business the Company acquired from
eFunds Corporation.  The lenders have agreed to grant relief from
compliance with these covenants for a period of 90 days, during
which time TRM expects to refinance the credit facility.

As of March 28, 2006, the aggregate outstanding principal amount
of the loans was $79,000,000.

                     Forbearance Agreement

The TRM Entities have to file a status report of their efforts,
and those of their advisors including Allen & Company, to
consummate the ATM Business Sale, and, refinance their
obligations, on or before:

      * April 15, 2006,
      * May 15, 2006, and
      * June 1, 2006.

The TRM Entities have to deliver, on or before May 3, 2006, a
draft of TRM proposed quarterly report on Form 10Q for the quarter
ended March 31, 2006.

A full-text copy of the Forbearance Agreement is available for
free at http://ResearchArchives.com/t/s?74a

Headquartered in Portland, Oregon, TRM Corporation --
http://www.trm.com/-- is a consumer services company that
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portland, Oregon-based TRM Corporation to 'CCC' from
'B+' and revised its CreditWatch placement to developing from
negative.  The downgrade reflected the weakened status of the
company's loan agreement.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Moody's Investors Service downgraded the corporate family rating
of TRM Corporation to Caa1 from B2 and assigned a negative
outlook.


US AIRWAYS: S&P Assigns B Rating to $1.1 Billion Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and
'1' recovery rating to US Airways Group Inc.'s $1.1 billion
secured term credit facility, indicating the expectation of full
(100%) recovery of principal in the event of a payment default.
The facility matures in 2011.

"The ratings on US Airways Group [B-/Negative/--] reflect the
inherent high risk profile of the U.S. airline industry, a still-
substantial debt burden, and limited financial flexibility," said
Standard & Poor's credit analyst Betsy Snyder.  "Ratings also
incorporate the company's relatively low cost structure, and
significantly improved liquidity," the analyst continued.

On Sept. 27, 2005, America West Holdings Corp., parent of America
West Airlines Inc., completed a reverse merger of US Airways Group
Inc., parent of US Airways Inc., the same day US Airways emerged
from Chapter 11 bankruptcy protection.  As a result, both America
West Holdings and America West Airlines are both subsidiaries of
US Airways Group.

US Airways' unrestricted cash position ($1.6 billion at
Dec. 31, 2005) has benefited from:

   * $867 million of equity invested by six new investors;

   * proceeds from public equity and rights offerings; and

   * $830 million of cash from loans provided by business
     partners.

However, the company still has a substantial debt and operating
lease burden, with debt to capital of over 90% at Dec. 31, 2005.
The airline industry continues to operate under stressful
conditions, which include:

   * overcapacity;

   * a low fare structure that is driven by low-cost carriers
     (although fares have increased several times beginning
     in 2005, and revenue performance has improved significantly);
     and

   * high fuel prices.

These have resulted in the bankruptcy filings of four legacy
airlines (including US Airways), representing approximately half
of the U.S. industry's capacity.

US Airways Group's two airlines will be operated separately over
the next two years or so, primarily to allow for the resolution of
labor issues.  In the meantime, the company should benefit from
expected synergies from combining certain of its overhead and back
office functions, which will reduce its operating costs.

However, the company will still be negatively affected by high
fuel prices and potential problems integrating its labor forces.
A significant portion of the companies' labor forces are members
of the same national unions (e.g., pilots and flight attendants),
which could aid integration.  In addition, under bankruptcy,
US Airways has reduced its labor expenses to levels comparable to
those of America West, historically among the lowest in the U.S.
airline industry.  Still, labor issues, which have plagued other
airline combinations, could include problems associated with
combining seniority lists (which determine employees' wages,
promotions, and benefits), a process that has tended to increase
labor costs in previous combinations.


USG CORP: Tort Claimants Say Disclosure Statement is Inadequate
---------------------------------------------------------------
Before USG Corporation and its debtor-affiliates filed for
bankruptcy, Juan Jose Palomo and Ian A. Palomo initiated a lawsuit
styled "Juan Jose Palomo, individually and as the Next Friend of
Ian A. Palomo and Bryan J. Palomo, Minors, vs. United States
Gypsum Company and Bilbo Transports Inc.," in the 32nd District
Court in and for Nolan County, Texas.

Brian A. Sullivan, Esq., at Werb & Sullivan, in Wilmington,
Delaware, relates that the Palomo Lawsuit arose from a
March 23, 2000 accident, wherein a USG employee drove a forklift
over Mr. Palomo's foot, causing severe injuries, scarring and
disfigurement and a loss of earning capacity, all of which
continued well into the future.

In addition, Debra Clennon and Joseph A. Clennon filed two
separate lawsuits in the District Court for the State of
Minnesota, County of Dakota, styled "Debra Clennon v. Richard
Eugene Rauschnot and M & S Drywall Supply," and "Joseph A.
Clennon v. Richard Eugene Rauschnot and M & S Drywall Supply".

The Clennon Lawsuits arose from an accident on August 27, 1998,
wherein an employee of L&W Supply Corporation driving a Flatbed
truck collided with the Clennons' vehicle while it was stopped in
traffic.  As a result of the accident, the Clennons sustained
severe and permanent injuries and incurred medical expenses and
loss of wages.

Furthermore, Brenda R. Abercrombie and Kenneth A. Abercrombie
initiated a prepetition lawsuit in the state of Kentucky, Boone
Circuit Court, captioned as "Brenda R. Abercrombie and Kenneth A.
Abercrombie v. USG Corporation, Inc. and Home Depot U.S.A., Inc."

The Abercrombie Lawsuit arose when the Abercrombies became
severely ill after ceiling panels known as USG Fleet Street
Acoustical Ceiling Panels were installed in their home, directly
resulting to illnesses and related medical expenses.

The Personal Injury Claimants timely filed proofs of claim in the
Debtors' Chapter 11 cases.

Under the Debtors' Disclosure Statement, any unliquidated or
disputed Litigation Claim has a specific treatment.

The PI Claimants dispute that provision on the basis that the
Disclosure Statement does not contain adequate information as
required by Section 1125(a) of the Bankruptcy Code and it affords
the Debtors greater rights than they are entitled to under the
Bankruptcy Code.

Mr. Sullivan points out that the Debtors do not define the type
of "notice" they will be giving to litigation claimants, nor when
they will provide that notice.  In addition, the Debtors fail to
identify on what basis they will be making the determination as
to which claims will remain in the Bankruptcy Court and whether
the Debtors will specifically permit personal injury state court
jury proceedings to proceed in the state court actions.

The PI Claimants insist that the Debtors should not be permitted,
in their sole discretion, to determine whether or not the PI
claims be resolved in the Bankruptcy Court, because it does not
have jurisdiction to liquidate PI tort claims which are specified
as non-core proceedings by 28 U.S.C. Section 157(b)(5).

Accordingly, the PI Claimants ask Judge Fitzgerald to amend the
Disclosure Statement by providing that their state court actions
may proceed in their corresponding state court forums.

In the alternative, the PI Claimants ask Judge Fitzgerald to deny
approval of the Disclosure Statement.

                         About USG Corp

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Wants to Hire Howrey as Intellectual Property Counsel
---------------------------------------------------------------
On September 10, 2001, the U.S. Bankruptcy Court for the District
of Delaware authorized USG Corporation and its debtor-affiliates
to employ certain professionals in the ordinary course of the
business.  The Order was modified in September 2002 to increase to
$50,000 the average monthly payment cap for certain ordinary
course professionals.

Subsequently, the Bankruptcy Court restated the Modified OCP
Order, which established a procedure for increasing the amount
the Debtors are authorized to pay an OCP.

On May 31, 2005, the Bankruptcy Court, at the Debtors' request,
increased Howrey LLP's OCP Fee Limit to $50,000 per month.
Consequently, the Debtors sought permission to further increase
Howrey's OCP Fee Limit to $100,000 per month.  After discussion
with the United States Trustee, Howrey's OCP Fee Limit was raised
to $100,000 per month through December 31, 2005.

As a result of an increase in activity in the matters regarding
which Howrey is representing the Debtors, Howrey's incurred
monthly fees and expenses have approached, and in some cases,
exceeded the OCP Fee Limit.

Nonetheless, the Debtors have paid Howrey only the amounts
authorized by the OCP Order.

The Debtors anticipate that Howrey's monthly fees and expenses
will likely to continue to exceed the OCP Fee Limit in the coming
months.

Therefore, to enable the Debtors to pay Howrey the full amount of
its services on a timely basis, the Debtors seek the Bankruptcy
Court's authority, under Section 327(e) of the Bankruptcy Code,
to employ Howrey as their special intellectual property counsel,
nunc pro tunc to February 1, 2006.

Howrey represents the Debtors in various intellectual property
and litigation matters in connection with "United States Gypsum
Company vs. Pacific Award Metals, Inc.," Case No. C04-0494 in the
United States District Court for the Northern District of
California, in San Francisco Division.

The Debtors believe that Howrey's Intellectual Property practice
is one of the largest and most renowned IP practices in the
world.  Howrey is consistently regarded as one of the top firms
to handle IP matters in the U.S. and around the globe.

With more than 200 IP professionals, including attorneys, patent
agents and scientific advisors, the Debtors assure Judge
Fitzgerald that Howrey has the depth and breadth of legal and
technical expertise to provide IP services of the highest
quality.

Howrey will be paid on hourly basis in accordance with its
ordinary and customary hourly rates.  Howrey will also seek
reimbursement of actual and necessary out-of-pocket expenses.

Howrey's rates weren't disclosed.

Michael P. Padden, Esq., a partner at Howrey, attests that the
firm does not represent or hold any interest adverse to the
Debtors or their estates.

                         About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Wants Until September 1 to Make Lease-Related Decisions
-----------------------------------------------------------------
USG Corporation and its debtor-affiliates filed a plan of
reorganization and an accompanying disclosure statement on
February 17, 2006.  A hearing to consider adequacy of the
Disclosure Statement is scheduled for today, April 3, 2006.  The
Bankruptcy Court is also scheduled to consider Plan confirmation
at a hearing beginning on June 15, 2006.

Based on an agreement with Dean Trafelet, representative for
future asbestos claimants, and the Official Committee of Asbestos
Personal Injury Claimants, the Debtors anticipate that the Plan
will become effective no later than August 1, 2006.

However, there is no guarantee that the Bankruptcy Court will
confirm the Plan consistent with that timeline.  Thus, the
Debtors ask the U.S. Bankruptcy Court for the District of Delaware
to further extend their deadline to assume or reject non-
residential real property leases through and including the earlier
of September 1, 2006, or the Plan effective date, without
prejudice to their right to seek further extensions.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells Judge Fitzgerald that the Debtors
have approximately 146 real property leases.  Given the
importance of those leases to their ongoing operations and the
number of leases at issue, the Debtors need more time to decide
on how to treat their leases pursuant to Section 365(d)(4) of the
Bankruptcy Code.

A schedule of the Debtors' Real Property Leases is available for
free at http://bankrupt.com/misc/usgrealpropertyleases.pdf

Pending their decision, the Debtors assure Judge Fitzgerald that
they will perform all of their obligations pertaining to the
leases arising from and after the Petition Date in a timely
fashion, including payment of postpetition rent due.  Therefore,
there should be little or no prejudice to the landlords under the
real property leases as a result of the requested extension.
According to the Debtors, the aggregate amount of prepetition
arrearages under the leases is relatively small, as rent under
many of the leases was paid in advance.

The Bankruptcy Court will convene a hearing on April 17, 2006, to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' Lease Decision Deadline is automatically
extended through the conclusion of that hearing.

                         About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USI HOLDINGS: Board Adopts New Stock Repurchase Plan
----------------------------------------------------
USI Holdings Corporation's (NASDAQ: USIH) Board of Directors has
adopted a plan that authorizes the Company to repurchase shares of
its common stock up to the limits set forth within its recently
reported new credit facility dated March 24, 2006.

Under this new credit facility, the Company may purchase up to $20
million worth of its common stock during 2006.  The amount and
timing of specific repurchases will be at the discretion of USI
management and subject to market conditions and other factors.
Repurchases may be effectuated through open market and/or
privately negotiated transactions.

                 About USI Holdings Corporation

Founded in 1994, USI -- http://www.usi.biz/-- is a leading
distributor of insurance and financial products and services to
businesses throughout the United States.  USI is headquartered in
Briarcliff Manor, New York, and operates out of 71 offices in 19
states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service assigned a B1 rating to the new senior
secured credit facilities to be arranged by USI Holdings
Corporation.  Proceeds from the new facilities will be used to
refinance all outstanding amounts under the company's existing
credit facilities and for general corporate purposes.

USIH currently has an approximate $210 million senior secured term
loan due in 2008 and a $30 million senior secured revolving credit
due in 2007.  The purpose of the refinancing is to increase the
total amount of the facilities, enhance financial and operating
flexibility and extend maturities.  The rating outlook is stable.


VERASUN ENERGY: S&P Puts B- Corp. Credit & Notes Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on ethanol producer VeraSun Energy Corp. on
CreditWatch with positive implications, after the filing of an S-1
announcing a proposed IPO.

The 'B-' rating on the company's $210 million senior secured notes
due 2012 was also placed on CreditWatch with positive
implications.

Brookings, South Dakota-based VeraSun is a holding company that
owns ethanol production facilities in:

   * South Dakota, and
   * Iowa.

VeraSun is proposing to issue a minimum of $150 million of new
common equity, which, along with operating cash flow, will be used
to build two new 110 million gallon per year plants in:

   * Welcome, Minnesotta; and
   * in northwest Iowa.

No new debt will be issued.

"This strategy will lower the debt on a per gallon of pro forma
capacity basis and demonstrates a conservative financial policy,"
said Standard & Poor's credit analyst Daniel Welt.

Standard & Poor's expects to resolve the CreditWatch after the
successful execution of the IPO assuming proceeds and operating
cash flow are adequate to finance the new plants.  Standard &
Poor's expects this to result in a one notch upgrade of the
company and its senior secured notes.


VIASYSTEMS: $320 Mil. Francisco Deal Cues Moody's to Hold Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Viasystems,
Inc., and its stable outlook.  Viasystems recently announced that
it had reached a definitive agreement to sell its wire harness
business to Francisco Partners for $320 million.  The proceeds
from the sale, expected to close by early May, will be used to
repay the company's existing revolver and senior term loan B of
$262 million.  Ratings on the revolver and term loan will be
withdrawn upon expected repayments.  The company's leverage will
improve with pro forma debt to EBITDA declining to 3.9x from 5x
before the divestiture, and equally importantly, its liquidity
will be modestly strengthened with cash balance expected be about
$30 million, net of amount drawn against the revolver.  The
company's cash balance has been modest recently mainly as a result
of its PCB business restructurings.

These ratings were affirmed:

   * Corporate Family rating of B3

   * Senior Secured revolving credit facility rated B2

   * Senior Secured term loan rated B3

   * Senior Subordinated notes rated Caa2

Moody's understands that WHB has little if any operational overlap
with Viasystems' remaining businesses, and thus the divestiture
should not be disruptive to the company's remaining operations.
However, Viasystems' business profile will become less diversified
and potentially more volatile with the remaining PCB and EMS
businesses.

Prior to the divestiture, Viasystems had been restructuring its
business, and is believed to be in the final phase of those
initiatives.  In 2005, it relocated its Canadian and the
Netherlands PCB equipment, its only non-China based PCB business,
to China.  Revenue and cash flows for its PCB business are
expected to improve as a result of the restructuring with
increasing PCB volume due to relocated capacity coming on line,
improved profitability as a result of cost synergy in China and
more sophisticated PCB manufacturing from higher layer count, and
reduced CAPEX and restructuring charges.

The rating may be upgraded if: (i) Viasystems is able to achieve
projected improvements in its restructured PCB business in
incremental revenue growth, margin improvements, and positive free
cash flow generation.  Conversely, the rating can be downgraded if
the company: (i) is unable to benefit from the cost reduction
programs (ii) maintains current gross and operating margin levels
which will result in continued negative free cash flow; (iii)
experiences diminished liquidity.

Headquartered in St. Louis, Missouri, Viasystems, Inc., is a
provider of complex multi-layer printed circuit boards, wire
harnesses and electro-mechanical solutions utilized in a variety
of applications.


VISANT HOLDING: S&P Rates $350 Million Sr. Unsecured Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating
to $350 million in senior unsecured notes proposed by
Armonk, New York-based Visant Holding Corp. (Holding).  At the
same time, Standard & Poor's affirmed all other ratings for
Holding, including the 'B+' corporate credit rating, and all
ratings for subsidiary Visant Corp.  For analytical purposes,
Standard & Poor's views Holding and Visant Corp. (jointly, Visant)
as one economic entity.

Ratings reflect the structural subordination of the notes at
Holding.  Net proceeds from the notes issue are expected to be
used to pay a dividend to shareholders.  The outlook is stable.
Pro forma for the proposed notes, the company had consolidated
total lease-adjusted debt of about $1.9 billion at December 2005.

Visant, through its:

   * Jostens Inc.,
   * Von Hoffmann Corp., and
   * AKI Inc. operating units,

is a leading supplier of:

   * yearbooks,
   * class rings,
   * educational printing, and
   * cosmetic sampling products.

Von Hoffmann added case-bound and softcover instructional
materials, and AKI added cosmetic sampling products -- including
fragrance, skin care, and makeup samplers -- to Jostens' yearbook,
class rings, and affinity product portfolio.

The operating companies merged in October 2004.  Visant has repaid
slightly more than $200 million in debt since the merger, reducing
leverage.  Pro forma for the proposed notes issue and dividend to
shareholders, however, leverage would increase to near the levels
reached at the time of the merger.

"Even though the ratings affirmation recognizes Visant's ability
to generate good levels of cash flow to repay debt balances, the
company's financial policy of debt-financed dividends and
acquisitions is aggressive," said Standard & Poor's credit analyst
Emile Courtney.

The ratings on Visant reflect:

   * the company's high debt levels,
   * concentration in competitive print industry niches, and
   * aggressive financial policy.

Somewhat mitigating these factors are the company's leading market
positions and relatively stable cash flow generation.


WALTER INDUSTRIES: Earns $2.1 Billion in Fiscal Year 2005
---------------------------------------------------------
Walter Industries, Inc., reported its financial results for the
fourth quarter and fiscal year ended Dec. 31, 2005.

              Full-Year 2005 Financial Results

Net sales and revenues for 2005 totaled $2.1 billion, including
fourth quarter revenue from the Mueller and Anvil segments of
$309.3 million. Excluding Mueller and Anvil, revenue grew by
$195.5 million, or 12.6%, principally due to an increase in
metallurgical coal and ductile iron pipe prices.

Operating income for the full year totaled $83.7 million, compared
with $75.8 million in 2004.  Non-GAAP operating income was $251.2
million, an improvement of $175.4 million versus 2004.  The year-
over-year improvement income contributed by Mueller and Anvil,
plus a dramatic increase in profitability at Jim Walter Resources
and significant income growth at U.S. Pipe.  These stronger
operating results were partially offset by higher material and
production costs at Natural Resources and U.S. Pipe, and $6.6
million of incremental hurricane-related charges at Financing.

            Fourth Quarter 2005 Financial Results

Net sales and revenues for the fourth quarter totaled $801.2
million, up from $391 million in 2004.  Excluding Mueller and
Anvil revenues of $309.3 million, fourth quarter revenues improved
25.8% on a year-over-year basis, primarily driven by higher
metallurgical coal pricing and increases in ductile iron pipe
pricing and shipments.

On a non-GAAP basis, operating income was $126.7 million, or $97.5
million higher than the prior-year period. The improvement in
operating income was primarily due to the first-time inclusion of
Mueller and Anvil results in the Company's fourth quarter,
increased pricing for metallurgical coal and improved operating
margins at U.S. Pipe.  These favorable impacts were partially
offset by charges related to the temporary idling of Mine No. 5
and Mine No. 7, which increased average production costs at
Natural Resources.

The Company incurred a fourth quarter loss of $73.4 million, or
$1.88 per share, and full-year 2005 net income of $7.0 million, or
$0.18 per diluted share.  The loss of $1.88 per share for the
quarter was within the previously communicated expectation range
of a $1.80 to $1.90 loss per share.  Full-year earnings of
$0.18 per diluted share were also within the previously
communicated range of $0.15 to $0.25 per diluted share.

The Company recorded an operating loss for the fourth quarter of
$40.8 million, compared with operating income in the same period
in 2004 of $29.2 million.  Excluding certain pre-tax charges of
$167.5 million, non-GAAP operating income for the fourth quarter
of 2005 totaled $126.7 million. In this press release, the term
"non-GAAP" refers to an adjustment to GAAP measures based on the
applicable portion of the $167.5 million of pre-tax
charges.

Results for the current quarter reflect significant income
improvements at Natural Resources and U.S. Pipe, primarily due to
strong year-over-year pricing in both segments.  Current quarter
results also include non-GAAP operating income from Mueller and
Anvil of $52.7 million, which excludes acquisition-related charges
of $64.3 million.

The Company also announced that it increased the expected
operating income synergies from integrating Mueller and U.S. Pipe
from a previous range of $25 million to $35 million to a new range
of $40 million to $50 million.  The revised synergy benefits,
which are expected to be realized on a run-rate basis over the
next two years, were increased due to better than expected cost
savings from the shutdown of U.S. Pipe's Chattanooga facility
combined with Mueller and Anvil plant consolidation and
rationalization activities.

"We are very pleased with Mueller's operating results, which were
driven by strong volumes and improved valve and hydrant margins,"
said Walter Industries Chairman and CEO Gregory E. Hyland.  "The
integration of Mueller and U.S. Pipe has also progressed extremely
well and we have determined that the original synergy benefits
forecast should be increased substantially."

Hyland added, "2005 was a landscape-changing year for Walter
Industries as we aggressively pursued our transformation and value
creation strategy, and also generated significant revenue and
earnings momentum from our Natural Resources and Water Products
businesses.  Our value creation strategy continues in 2006 as
we move forward with the IPO and eventual spin-off of our Water
Products business, as well as the evaluation of strategic
alternatives for our remaining businesses."

                          Financing

Financing segment revenue for the fourth quarter was $54.8
million, down $4.9 million from the prior-year period, primarily
due to a decline in the installment note portfolio balance as a
result of fewer note originations from the Homebuilding segment.

Fourth quarter operating income was $16.7 million, up $0.9 million
over the prior-year period, driven by lower interest expense, a
lower provision for losses and better workers compensation
experience, partially offset by lower interest income.  At
Dec. 31, 2005, delinquencies (the percentage of amounts
outstanding more than 30 days past due) were 5.2%, versus 4.9% at
Dec. 31, 2004 due primarily to customer payment disruptions caused
by the 2005 hurricanes.

A full-text copy of Walter Industries' annual report outlining
2005 financial results is available for free at:

              http://ResearchArchives.com/t/s?748

                  About Walter Industries

Headquartered in Tampa, Florida, Walter Industries, Inc. --
http://www.walterind.com/-- is a diversified company with
annual revenues of $2.7 billion. The Company is a leader in
water infrastructure, flow control and water transmission
products, with respected brand names such as Mueller, U.S. Pipe,
James Jones, Henry Pratt and Anvil.  The Company is also a
significant producer of high-quality metallurgical coal and
natural gas for worldwide markets and is a leader in affordable
homebuilding and financing.  The Company employs approximately
10,000 people.

Walter Industries, Inc.'s 3.75% Convertible Senior Subordinated
Notes due 2024 carry Moody's Investors Service's B2 rating and
Standard & Poor's B- rating.


* Ernst & Young Launches Global Fraud Investigation Service
-----------------------------------------------------------
Ernst & Young launched its global Fraud Investigation & Dispute
practice in response to the growing focus on, and complexity of,
business fraud.

"Fraud is a growing concern for companies around the world because
it is one of the only business risks that is deliberately
disguised," Christian Mouillon, Ernst & Young's Global Vice Chair
of Assurance and Advisory Business Services, said.  "Some
estimates claim 5-6% of business revenue is being lost.  Companies
are looking for specialist help in this area on a truly global
basis".

The new practice will focus on helping global organizations
navigate through the intricacies of corporate investigations and
the complexities that may arise out of today's regulatory
environment.  In particular the practice will focus on three
areas:

     * fraud investigation;
     * dispute services; and
     * providing forensic legal technology support.

The practice, based in over 20 countries and operating worldwide,
brings together over 1000 specialist professionals including
leading forensic accountants, former government and regulatory
agency officials, and former prosecutors and law enforcement
agents.

The new practice will be jointly led by David L. Stulb (London and
New York) and Steven Kuzma (Atlanta).

                         David L. Stulb

David L. Stulb is the Global Leader of Markets for Ernst & Young's
Fraud Investigation & Dispute Services.  He has extensive
experience leading complex investigations in Europe, Asia, the
Middle East and the Americas.  Mr. Stulb works with the world's
leading law firms and their corporate clients to provide risk
advisory services and to investigate allegations of fraud and
corruption.

Mr. Stulb's areas of focus include investigations of accounting
fraud, alleged violations of the Foreign Corrupt Practices
Act/OECD Anti-Bribery Convention, securities fraud, regulatory
compliance and complex business disputes.  His forensic accounting
and investigative expertise is combined with extensive experience
in many industries, including the financial services, energy,
pharmaceutical, telecommunications and manufacturing sectors.

Mr. Stulb has led sensitive investigations for many global
companies in heavily regulated industries.  He served in an
advisory role in the Nortel matter, assisting management with the
restatement process.  Mr. Stulb also played a prominent role in
the investigation of Enron while leading the investigative
practice at Andersen.

He has also routinely presented investigative findings to U.S. and
international regulatory and law enforcement agencies, including
the Securities and Exchange Commission, Department of Justice, the
Federal Bureau of Investigation, the Federal Reserve Bank, and the
New York State Department of Banking.  He also has extensive
experience in bankruptcy and reorganization matters that require
investigative and regulatory expertise.

Mr. Stulb's recent experience has included serving as the lead
engagement partner on the Iraqi Government's investigation into
the Oil-for-Food program.  He also continues to provide client
service through leadership and advisory roles on numerous, complex
on-going investigations.

He is frequently asked to give public presentations on accounting
irregularities and securities fraud investigations, corporate
governance, crisis management and political risk issues to
corporate executives, attorneys, underwriters and other interested
groups.

Before joining Ernst & Young, Mr. Stulb served as the Global
Partner-in-Charge of the Business Fraud and Investigation Services
for Arthur Andersen LLP; an Operations Officer with the C.I.A.,
and as an officer in the Marine Corps.

                         Steven J. Kuzma

Steven J. Kuzma is the global leader of operations and strategy
within Ernst & Young's Fraud Investigation & Dispute Services
practice -- a group that offers accounting and financial advice to
the corporate general counsel and retained counsel of global
companies engaged in complex business disputes.  Mr. Kuzma also is
the practice's managing partner for the Americas.

He has more than 25 years of experience providing Fortune 1000
companies and large law firms with investigative services;
financial, accounting, and economic analyses; valuation
assistance; and complex commercial dispute resolution support.  He
has provided expert testimony in deposition, arbitration, and in
federal and state courts throughout the U.S.

Mr. Kuzma has significant experience across a range of industries,
including retail, consumer and industrial products; health care;
entertainment; real estate; agriculture; utilities; and
technology.  He advises on commercial disputes, fraud and forensic
investigations, economic valuation and damages analysis, and
intellectual asset valuation.

Before taking on his current leadership roles within Ernst &
Young, Mr. Kuzma served as the practice's leader for teams focused
on the health sciences and the retail, consumer, and industrial
products industries.  Prior to joining E&Y in 1987, he worked as a
financial analyst for KROH Brothers and for The Walt Disney
Company.

Mr. Kuzma is a certified public accountant and a certified fraud
examiner, and he is a senior member of the American Society of
Appraisers with a specialty in business valuation.  In addition,
he has been recognized as being accredited in business valuation
by the American Institute of Certified Public Accountants.

Mr. Kuzma holds a BBA from Florida Atlantic University and an MBA
from Rollins College, both in finance and accounting.  He
completed postgraduate studies at Northwestern University's
Kellogg Graduate School of Management.

                       About Ernst & Young

Ernst & Young -- http://www.ey.com/perspectives/-- is committed
to restoring the public's trust in professional services firms and
in the quality of financial reporting.  A global leader in
professional services, its 107,000 people in 140 countries pursue
the highest levels of integrity, quality, and professionalism in
providing a range of sophisticated services centered on our core
competencies of auditing, accounting, tax, and transactions.
Ernst & Young refers to one or more of the members of the global
Ernst & Young organization.


* Imperial Capital Appoints Timothy O'Connor as Managing Director
-----------------------------------------------------------------
Imperial Capital, LLC, a full service investment bank with offices
in New York and Beverly Hills, has hired Timothy P. O'Connor from
Jeffries & Co. as a Managing Director and to lead Imperial
Capital's Investment Banking efforts in the firm's New York
office.  With this executive hire, Imperial Capital will now have
a presence in New York with a focus on growing its corporate
finance/restructuring advisory service as well as its high-yield
sales and trading and equity business.

"We are extremely pleased to add an individual with Tim's
experience to our team.  He will be heading our efforts to expand
our corporate finance/restructuring practice in our New York
office," said Jason Reese, president of Imperial Capital, LLC.
"Tim gives us a major presence in New York as we continue
expansion of advisory services for our institutional clients."

Timothy O'Connor comes to Imperial Capital from Jefferies &
Company, Inc, where he was Managing Director in the
Recapitalization and Restructuring group.  Previously, Mr.
O'Connor was head of Restructuring at Raymond James and
Associates.  Prior to working with Raymond James, Mr. O'Connor was
the chief financial officer of Kaiser Group International Inc.,
where he led the restructuring of this former NYSE billion-dollar
company.  Mr. O'Connor has also held senior positions with both
General Electric and Lazard Freres and Company and has extensive
corporate finance and restructuring experience.  Mr. O'Connor has
a bachelor's degree in accounting from the University of Delaware.

"With Tim leading our corporate finance and restructuring efforts
in New York, we can provide a full range of financial advisory
services to our institutional clients nationally," said Paul
Aronzon, head of the firm's Restructuring Advisory Group.

                     About Imperial Capital

Imperial Capital, LLC was founded as a boutique investment bank in
1997 to offer a wide range of sophisticated, value-added services
to institutional investors and middle-market, high-yield
companies. The firm has approximately 100 professionals in its two
offices (Beverly Hills and New York) and is a leading broker-
dealer in secondary trading of high-yield, distressed and illiquid
debt and equity securities.


* Jefferies & Co. Hires Steven Strom as Managing Director
---------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), reported that Steven R. Strom
has joined as a Managing Director in the Restructuring Group of
the firm's Investment Banking Division.  Mr. Strom has more than
20 years of experience in the securities industry, focused
primarily on corporate restructuring, mergers and acquisitions.

"Mr. Strom's excellent reputation in the marketplace and strong
relationships in the industry are a great asset to our
restructuring team," commented Richard B. Handler, Chairman and
CEO of Jefferies.  "This addition demonstrates the firm's deep
commitment to meeting the investment banking needs of corporations
during all phases of growth and transition."

"I am very excited about the opportunity to join Jefferies' well-
known advisory effort," said Mr. Strom.  "The firm's thriving
investment banking practice, full-service platform and industry
leadership in restructuring were key factors in my decision to
join."

With more than 50 banking professionals working on active
engagements, Jefferies' Restructuring group has long been a core
component of the firm's Investment Banking Division.  Jefferies
has advised on some of the largest recent in- and out-of-court
restructurings, including those for:

     * Atkins Nutritionals, Inc.,
     * Federal Mogul Corporation,
     * Delphi Corporation,
     * Trump Hotels & Casino Resort,
     * Loral Space & Communications Ltd.,
     * ATA Airlines, Inc.,
     * Exide Technologies,
     * Pliant Corporation and
     * Revlon, Inc.

In 2005, Jefferies worked with clients on nearly 20 restructuring
transactions, representing over $23 billion in value.  The firm
ranks as a top middle market investment bank in providing advisory
services, according to Bankruptcy Insider (The Deal).  Over the
past five years, Jefferies has completed over 125 restructurings,
representing over $125 billion in liabilities.

As an investment banker, Mr. Strom has advised companies and
investors in restructuring and M&A transactions, including high
profile engagements involving WCI Steel, Trump Hotels & Casino
Resorts, and Sierra Design Group.  Previously, Mr. Strom served as
a Managing Director in the Restructuring Advisory Groups at CIBC
World Markets and Chanin Capital Partners.

Mr. Strom will be based at Jefferies' New York headquarters.

                      About Jefferies Group

Headquartered in New York City, Jefferies Group, Inc. --
http://www.jefferies.com/-- a global investment bank and
institutional securities firm, has served growing and mid-sized
companies and their investors for over 40 years.  With more than
25 offices around the world, Jefferies provides clients with
capital markets and financial advisory services, institutional
brokerage, securities research and asset management.  The firm is
a leading provider of trade execution in equity, high yield,
convertible and international securities for institutional
investors and high net worth individuals. Jefferies & Company,
Inc. is the principal operating subsidiary of Jefferies Group,
Inc.


* BOND PRICING: For the week of Mar. 27 - Mar. 31, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    61
Adelphia Comm.                        7.750%  01/15/09    62
Adelphia Comm.                        7.875%  05/01/09    63
Adelphia Comm.                        8.125%  07/15/03    63
Adelphia Comm.                        8.375%  02/01/08    61
Adelphia Comm.                        9.250%  10/01/02    61
Adelphia Comm.                        9.375%  11/15/09    63
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    63
Adelphia Comm.                       10.250%  11/01/06    67
Adelphia Comm.                       10.500%  07/15/04    66
Adelphia Comm.                       10.875%  10/01/10    63
AHI-Dflt07/05                         8.625%  10/01/07    72
Allegiance Tel.                      11.750%  02/15/08    31
Allegiance Tel.                      12.875%  05/15/08    33
Amer & Forgn Pwr                      5.000%  03/01/30    69
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
Antigenics                            5.250%  02/01/25    54
Anvil Knitwear                       10.875%  03/15/07    49
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    68
Armstrong World                       6.500%  08/15/05    72
Armstrong World                       7.450%  05/15/29    70
Armstrong World                       9.000%  04/17/01    62
Arvin Capital I                       9.500%  02/01/27    70
Asarco Inc.                           7.875%  04/15/13    72
Asarco Inc.                           8.500%  05/01/25    72
At Home Corp.                         0.525%  12/28/18     0
At Home Corp.                         4.750%  12/15/06     0
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    68
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    57
CCH II/CCH II CP                     10.250%  01/15/10    63
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    67
Charter Comm Hld                      9.625%  11/15/09    66
Charter Comm Hld                     10.000%  04/01/09    67
Charter Comm Hld                     10.000%  05/15/11    53
Charter Comm Hld                     10.750%  10/01/09    67
Charter Comm Hld                     11.125%  01/15/11    54
Charter Comm Inc                      5.875%  11/16/09    68
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    52
CIH                                  11.125%  01/15/14    53
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    31
Comcast Corp.                         2.000%  10/15/29    41
Concentric Network                   12.750%  12/15/07     0
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    59
CPNL-Dflt12/05                        7.750%  04/15/09    59
CPNL-Dflt12/05                        7.750%  06/01/15    27
CPNL-Dflt12/05                        7.875%  04/01/08    60
CPNL-Dflt12/05                        8.500%  02/15/11    40
CPNL-Dflt12/05                        8.625%  08/15/10    40
CPNL-Dflt12/05                        8.750%  07/15/07    58
CPNL-Dflt12/05                       10.500%  05/15/06    60
Cray Inc.                             3.000%  12/01/24    73
Cray Research                         6.125%  02/01/11    31
Curative Health                      10.750%  05/01/11    56
Dal-Dflt09/05                         9.000%  05/15/16    27
Dana Corp                             5.850%  01/15/15    75
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    48
Delco Remy Intl                      11.000%  05/01/09    51
Delphi Corp                           6.500%  08/15/13    61
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    27
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    67
Delta Air Lines                       9.250%  03/15/22    25
Delta Air Lines                       9.300%  01/02/10    75
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    27
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    26
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    27
Delta Air Lines                      10.375%  12/15/22    26
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
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 Family Food                     8.750%  01/15/08    73
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
Encysive Pharmacy                     2.500%  03/15/12    72
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    65
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Fedders North AM                      9.875%  03/01/14    58
Federal-Mogul Co.                     7.375%  01/15/06    44
Federal-Mogul Co.                     7.500%  01/15/09    41
Federal-Mogul Co.                     8.160%  03/06/03    43
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    38
Federal-Mogul Co.                     8.370%  11/15/01    43
Federal-Mogul Co.                     8.800%  04/15/07    43
Finova Group                          7.500%  11/15/09    33
Finova Group                          7.500%  11/15/09    43
FMXIQ-DFLT09/05                      13.500%  08/15/05    38
FMXIQ-DFLT09/05                      13.500%  08/15/05    40
Foamex L.P.-DFLT                      9.875%  06/15/07    39
Foamex L.P.-DFLT                      9.875%  06/15/07    43
Ford Motor Co                         6.500%  08/01/18    68
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    67
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    67
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.500%  09/20/11    74
Ford Motor Cred                       5.650%  01/21/14    71
Ford Motor Cred                       5.750%  01/21/14    73
Ford Motor Cred                       5.750%  02/20/14    72
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       5.900%  02/20/14    72
Ford Motor Cred                       6.000%  01/20/12    75
Ford Motor Cred                       6.000%  01/20/15    73
Ford Motor Cred                       6.000%  01/21/14    75
Ford Motor Cred                       6.000%  02/20/15    69
Ford Motor Cred                       6.000%  03/20/14    73
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    74
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/14    72
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  12/22/14    71
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    75
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                       6.500%  03/20/15    75
Ford Motor Cred                       7.250%  07/20/17    74
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.125%  07/15/13    75
General Motors                        7.400%  09/01/25    67
General Motors                        7.700%  04/15/16    72
General Motors                        8.100%  06/15/24    67
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    73
GMAC                                  5.350%  01/15/14    73
GMAC                                  5.700%  12/15/13    74
GMAC                                  5.750%  01/15/14    73
GMAC                                  5.850%  06/15/13    72
GMAC                                  5.850%  06/15/13    75
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  02/15/19    71
GMAC                                  5.900%  10/15/19    72
GMAC                                  5.900%  12/15/13    73
GMAC                                  5.900%  12/15/13    74
GMAC                                  6.000%  02/15/19    71
GMAC                                  6.000%  02/15/19    71
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  04/15/19    74
GMAC                                  6.000%  09/15/19    68
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.050%  08/15/19    69
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.100%  09/15/19    73
GMAC                                  6.125%  10/15/19    69
GMAC                                  6.150%  08/15/19    72
GMAC                                  6.150%  10/15/19    70
GMAC                                  6.200%  04/15/19    72
GMAC                                  6.250%  01/15/19    73
GMAC                                  6.250%  04/15/19    73
GMAC                                  6.250%  05/15/19    73
GMAC                                  6.250%  07/15/19    72
GMAC                                  6.250%  12/15/18    73
GMAC                                  6.300%  08/15/19    72
GMAC                                  6.300%  08/15/19    73
GMAC                                  6.350%  04/15/19    73
GMAC                                  6.350%  07/15/19    72
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.400%  11/15/19    72
GMAC                                  6.400%  11/15/19    73
GMAC                                  6.400%  12/15/18    72
GMAC                                  6.500%  06/15/18    71
GMAC                                  6.500%  11/15/18    75
GMAC                                  6.500%  12/15/18    73
GMAC                                  6.550%  12/15/19    74
GMAC                                  6.600%  06/15/19    75
GMAC                                  6.600%  06/15/19    75
GMAC                                  6.650%  02/15/20    74
GMAC                                  6.650%  10/15/18    71
GMAC                                  6.700%  06/15/18    72
GMAC                                  6.700%  06/15/18    75
GMAC                                  6.700%  11/15/18    72
GMAC                                  6.750%  03/15/20    72
GMAC                                  6.750%  06/15/17    74
GMAC                                  6.750%  07/15/18    74
GMAC                                  6.750%  10/15/18    74
GMAC                                  6.750%  11/15/18    75
GMAC                                  6.900%  08/15/18    75
GMAC                                  7.000%  06/15/22    75
GMAC                                  7.000%  09/15/21    75
GMAC                                  7.000%  11/15/24    73
GMAC                                  7.000%  11/15/24    74
GMAC                                  7.000%  11/15/24    74
GMAC                                  7.050%  03/15/18    70
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States Stl                      13.500%  04/15/03     0
Horizon Fin Corp                     11.750%  05/08/09     0
Inland Fiber                          9.625%  11/15/07    62
Insight Health                        9.875%  11/01/11    54
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    26
Iridium LLC/CAP                      11.250%  07/15/05    27
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    57
Jordan Industries                    10.375%  08/01/07    55
Kaiser Aluminum & Chem.               9.875%  02/15/02    54
Kaiser Aluminum & Chem.              10.875%  10/15/06    53
Kaiser Aluminum & Chem.              10.875%  10/15/06    53
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    72
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    62
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    68
Metricom Inc                         13.000%  02/15/10     0
Mosler Inc                           11.000%  04/15/03     0
Movie Gallery                        11.000%  05/01/12    45
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    70
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    63
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    6.625%  05/15/23    42
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    43
Northwest Airlines                    7.875%  03/15/08    45
Northwest Airlines                    8.130%  02/01/14    61
Northwest Airlines                    8.700%  03/15/07    45
Northwest Airlines                    8.875%  06/01/06    44
Northwest Airlines                    8.970%  01/02/15    41
Northwest Airlines                    9.875%  03/15/07    46
Northwest Airlines                   10.000%  02/01/09    43
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
Oscient Pharm                         3.500%  04/15/11    73
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%  10/15/49     9
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    71
Pliant-DFLT/06                       13.000%  06/01/10    40
Pliant-DFLT/06                       13.000%  06/01/10    41
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    41
Primus Telecom                        8.000%  01/15/14    69
Primus Telecom                       12.750%  10/15/09    75
Radiologix, Inc.                     10.500%  12/15/08    74
Read-Rite Corp.                       6.500%  09/01/04    13
Refco Finance                         9.000%  08/01/12    57
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    62
Scotia Pac Co                         7.110%  01/20/14    74
Scotia Pac Co                         7.110%  01/20/14    75
Silverleaf Res                        8.000%  04/01/10    35
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    61
Teligent Inc                         11.500%  12/01/07     0
Thermadyne Holdings                  12.500%  06/01/08     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    74
Trans Mfg Oper                       11.250%  05/01/09    64
Tribune Co                            2.000%  05/15/29    73
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
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    74
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
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    58
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     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.680%  06/27/08     1
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
Vesta Insur Grp                       8.750%  07/15/25    44
Wachovia Corp                        13.000%  02/01/07    65
Werner Holdings                      10.000%  11/15/07    26
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
World Access Inc.                     4.500%  10/01/02     3
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.

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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.


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