TCR_Public/060412.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 12, 2006, Vol. 10, No. 87

                             Headlines

A-1 MOVE: Case Summary & 20 Largest Unsecured Creditors
AH-DH APARTMENTS: Case Summary & 80 Largest Unsecured Creditors
AINSWORTH LUMBER: S&P Rates $75MM Sr. Floating Rate Notes at B+
ALLIED HOLDINGS: Teamsters Object to CBA Protective Order
ALLIED HOLDINGS: Taps Glass & Associates as Consultants

AMERICAN GREETINGS: Moody's Rates New Credit Facilities at Ba1
AMERIPATH INC: Earns $9.9 Million of Net Income in 2005
AMR CORP: 4.25% Senior Conv. Notes Now Convertible to Stock
ANCHOR GLASS: Obtains $10 Million in Additional DIP Financing
ANCHOR GLASS: Signs Agreements for Property Damage Insurance

ARINC INC: S&P Places BB Corp. Credit Rating on CreditWatch
ATA AIRLINES: Wants NatTel Settlement Agreement Approved
ATA AIRLINES: Wants U.S. Bancorp's $3.9MM Admin. Claim Disallowed
ATLANTIC GULF: Trustee Sells 185 Tennessee Lots for $770,000
BEAR STERNS: Moody's Holds Low-B Ratings on Six Cert. Classes

BEST BUY: Moody's Upgrades Debenture Rating to Baa3 from Ba1
BEVERLY ENTERPRISES: Debts Repaid & S&P Withdraws Ratings
BGF INDUSTRIES: S&P Lifts Corporate Credit Rating to B- from CCC+
BIOVAIL CORP: Earns $119.7 Million of Net Income in Fourth Quarter
BORLAND SOFTWARE: Late 10-K Filing Prompts Nasdag Delisting Notice

BURLINGTON COAT: Moody's Junks Proposed Unsecured Notes' Rating
CABLEVISION SYSTEMS: DBRS Confirms B(Low) Rating on Senior Notes
CALPINE CORP: NY Court Approves KPMG LLP as Tax & Risk Consultant
CALPINE CORP: Court Approves Deloitte Tax as Tax Service Providers
CALPINE CORP: Wants to Extend Lease Decision Period by 90 Days

CHATTEM INC: Earns $11.5M of Net Income in First Fiscal Quarter
CHATTEM INC: Recovers $8.75 Mil. from Delaco's Settlement Trust
CHELSEA INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
CSC HOLDINGS: DBRS Confirms Ratings After $3BB Dividend Payment
DANIEL DOHERTY: Case Summary & 17 Largest Unsecured Creditors

DARLING INTERNATIONAL: Inks New $175 Million Credit Facility
DELOCO COMPANY: Plan Settlement Trust Makes Distribution
DELPHI CORP: Court Okays $7.5 Million Shanghai Delco JV Sale
DELPHI CORP: Court Okays KPMG LLP as Tax Advisor
DELPHI CORP: Has Until June 7 to Remove Civil Actions

DESIGN WITHIN: Faces Nasdaq Delisting Due to Late 10-K Filing
DIGITAL LIGHTWAVE: Borrows Additional $300,000 from Optel Capital
DIVERSIFIED CORPORATE: Restructures Greenfield Credit Facility
DS WATERS: S&P Affirms CCC+ Corp. Credit Rating & Positive Outlook
DYLEX LTD: Trustee Issues Unsecured Creditors Interim Dividend

ECUITY INC: Equity Deficit Tops $9 Million at December 31
ENGINEERING TECTONICS: Case Summary & 15 Unsecured Creditors
EMPRESA DISTRIBUIDORA: Moody's Places Regular Bond Ratings at B3
FDL INC: Section 341(a) Meeting Scheduled for May 8
FDL INC: U.S. Trustee Appoints Nine-Member Creditors Committee

GARY GODDARD: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Selling 7.9& Stake in Isuzu Motors Ltd.
GENERAL MOTORS: Outlines GMAC Dividend Policy After Stake Sale
GREAT ATLANTIC: Moody's Holds Junk Rating on Senior Unsecured Debt
GST TELECOMMS: Pays Additional $12.5 Mil. to Unsecured Creditors

GTSI INC: Gets Nasdaq Delisting Notice Due To Delayed 10-K Filing
HOST MARRIOTT: Completes Acquisition of 28 Starwood Hotels
INFOSEARCH MEDIA: Dec. 31 Balance Sheet Shows $229K Equity Deficit
INNUITY INC: Hansen Barnett Expresses Going Concern Doubt
INTERNATIONAL MANAGEMENT: Wants Kroll to Look for Assets

INVERNESS MEDICAL: Pays $73.85 Million to Buy Two ACON Units
ITC HOMES: Robert Moore & Patricia Moore Want Four Leases Rejected
IVOW INC: Recurring Net Losses Spur Auditors' Going Concern Doubt
JABIL CIRCUIT: Discloses Second Fiscal Quarter Financial Results
J.L. FRENCH: Court Establishes May 1 as General Claims Bar Date

JORDAN INDUSTRIES: Rapid Debt Maturity Cues Going Concern Doubt
J.P. MORGAN: Moody's Places Low-B Ratings on Two Cert. Classes
KAISER ALUMINUM: District Court Consolidates Plan-Related Appeals
KANSAS CITY SOUTHERN: S&P Lowers Sr. Unsecured Debt Rating to B-
KINETEK INC: 2006 Debt Maturity Triggers Going Concern Doubt

KINGSLEY COACH: Equity Deficit Widens to $2.3 Million at Dec. 31
KRONOS INTERNATIONAL: Closes EUR400 Mln Private Debt Placement
LG.PHILIPS DISPLAYS: Has Interim Access to Lenders' Collateral
LG.PHILIPS DISPLAYS: Wants Conway MacKenzie as Financial Advisor
LONDON FOG: Section 341(a) Meeting Scheduled for April 24

LONDOG FOG: U.S. Trustee Appoints Seven-Member Creditors Committee
LYONDELL CHEMICAL: S&P Puts BB- Corp. Credit Rating on Pos. Watch
MAYTAG CORP: Moody's Lifts Debt and Corp. Family Ratings to Ba2
McCUNE PAPER: Involuntary Chapter 11 Case Summary
MEDIA GENERAL: $600 Mil. NBC Deal Cues Moody's to Review Ratings

MICRON TECH: Earns $193 Million During Second Quarter of FY 2006
MOTIVE INC: Faces Nasdaq Delisting Due to Late Filing of Form 10-K
MUSICLAND HOLDING: Gets OK to Honor Prepetition Bonus Obligations
N-45 FIRST: Moody's Holds Ba1 Rating on $3.7 Mil. Class E Bonds
NEW SKIES: Moody's Upgrades Debenture Rating to B2 from Caa1

NORTHWESTERN CORP: Moody's Places Rating on Revenue Bonds at Ba1
ONE GREGORY'S: Case Summary & 20 Largest Unsecured Creditors
O'SULLIVAN INDUSTRIES: Successfully Emerges from Bankruptcy
PACKAGING DYNAMICS: Moody's Rates $150MM Subordinated Notes at B3
PAYETTE VALLEY: Case Summary & 20 Largest Unsecured Creditors

PETER HALAMANDARIS: Voluntary Chapter 11 Case Summary
PHI INC: Moody's Puts B1 Rating on Proposed $150MM Note Offering
PREMIUM PAPERS: U.S. Trustee Appoints Seven-Member Committee
PREMIUM PAPERS: Section 341(a) Meeting Scheduled for April 28
PRESIDENT CASINOS: Chairman & CEO Fired & Disqualified from Board

PRESIDENT CASINOS: Ex-CEO Connelly's Co. Makes More Distributions
PRG-SCHULTZ: New CEO, Chairman & Chief Restructuring Officer
PRO TECH: Eisner Expresses Going Concern Doubt
QUAKER FABRIC: PwC Expresses Going Concern Doubt
RAILAMERICA INC: Earns $30.8 Million for Year Ended Dec. 31, 2005

READER'S DIGEST: Moody's Says Rating Outlook is Negative
REALITY WIRELESS: Files Four Amended Quarterly Financial Reports
RESIDENTIAL CAPITAL: DBRS Rates Proposed $1 Bil. Note at BBB(Low)
RIVIERA HOLDINGS: Moody's Reviews Ratings Following $426MM Merger
SALOMON BROTHERS: Moody's Lifts Ba1 Class BR Cert. Rating to Aaa

SEARS HOLDINGS: Reacts to Pershing's Call for Higher Tender Price
SEARS HOLDINGS: Canadian Unit President and CEO Steps Down
SECURECARE TECHNOLOGIES: Euro Financial Grants $7 Million Loan
SENSATA TECH: Moody's Junks Proposed $450 Mil. Sr. Sub. Debt Issue
SERACARE LIFE: Section 341(a) Meeting Scheduled for April 18

SIX FLAGS: S&P Affirms B- Corp. Credit Rating With Stable Outlook
SOLAR TRUST: Moody's Holds Low-B Ratings on 4 Certificate Classes
SOLO CUP: Gets Access to $80M Loan under Second-Lien Credit Pact
SOLUTIA INC: Wants Plan-Filing Period Stretched to October 10
STARWOOD HOTELS: Completes Sale of 28 Hotels to Host Marriot Corp.

SUPERIOR ENERGY: Case Summary & 20 Largest Unsecured Creditors
TENFOLD CORP: Issues Pref. Shares & Warrants in $2-Mil. Placement
TOWER AUTOMOTIVE: Delays Filing of Annual Financial Report
TOWER AUTOMOTIVE: Has Until July 31 to Decide on Unexpired Leases
TOWER AUTOMOTIVE: Wants to Assume Menlo Logistics Contract

US CAN: Moody's Withdraws Ratings Following Ball Acquisition
VALOR COMMS: Alltel Merger Produces Windstream Communications
VARIG S.A.: Needs More Time to Pay Brazilian Government Debt
VARIG S.A.: VarigLog Extends $350 Mil. Purchase Offer
VARIG S.A.: Foreign Reps Ask Court to Endorse Recovery Plan

VERIFONE INC: S&P Affirms BB- Rating & Revises Outlook to Negative
WALKER FINANCIAL: Marcum & Kliegman Raises Substantial Doubt
WAVE WIRELESS: Aidman Piser Raises Going Concern Doubt
WHIRLPOOL CORP: Maytag Deal Prompts Moody's to Lower Ratings
WHITING PETROLEUM: S&P Affirms Ratings & Says Outlook is Positive

WINN-DIXIE: Lonestar Appointed & Committee Now Has Seven Members
WINN-DIXIE: Gets Open-Ended Deadline to Decide on Unexpired Leases
W.S. LEE: U.S. Trustee Appoints 11-Member Creditors Committee
XYBERNAUT CORP: Settling Dispute with Original DIP Lender
ZALE CORP: SEC Launches Accounting Investigation

* Deirdre Martini Resigns as United States Trustee for New York
* Sheppard Mullin Awards A. Guilford as Pro Bono Atty. of the Year

* Upcoming Meetings, Conferences and Seminars

                             *********

A-1 MOVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: A-1 Move Center, Inc.
        501 South Francis Street
        Longmont, Colorado 80501

Bankruptcy Case No.: 06-11702

Debtor affiliate filing separate chapter 11 petition:

      Entity                       Case No.
      ------                       --------
      GLS International, Inc.      06-11706

Chapter 11 Petition Date: April 11, 2006

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Harvey Sender, Esq.
                  Bonnie Bell Bond, Esq.
                  Sender & Wasserman, P.C.
                  1999 Broadway, Suite 2305
                  Denver, Colorado 80202
                  Tel: (303) 296-1999

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
High Plains Commercial                $61,800
10919 Sapp Brothers Drive
Omaha, NE 68138

Qwest                                  $6,126
Denver, CO 80244-0001

Xcel Energy                            $4,121
P.O. Box 9477
MPLS, MN 55484-9477

AGS Construction Consulting            $1,757

Colorado Building Specialist           $1,738

Beltman Group                          $1,529

Alegra Print & Imaging                 $1,376

Household Movers Services              $1,234

SW Forklift                            $1,179

Faison Office Products                 $1,060

Midwest Spring Truck Parts             $1,029

T. Michael Installation                $1,020

Denver Metro Chamber of Comm.          $1,007

Emeritus Communications                  $794

Star Industrial Supplies                 $785

Great America Leasing Corp.              $728

Suburban Propane                         $719

Truck Parts Specialists                  $693

Fsh Communications                       $633

Crane, Sterling                          $607


AH-DH APARTMENTS: Case Summary & 80 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: AH-DH Apartments, Ltd.
             Park Ventura Building B
             5055 West Park Boulevard, Suite 700
             Plano, Texas 75093

Bankruptcy Case No.: 06-40355

Debtor affiliates filing separate chapter 11 petitions
on March 22, 2006:

      Entity                                     Case No.
      ------                                     --------
      DH Apartments Limited Partnership          06-40356
      HT Apartments Limited Partnership          06-40357
      Shadow Creek Apartments, Ltd.              06-40358

Debtor affiliates filing separate chapter 11 petitions
on April 8, 2006:

      Entity                                     Case No.
      ------                                     --------
      DH Holdings Limited Partnership            06-40479
      DH Holdings GP, Inc.                       06-40480

Debtor affiliate filing separate chapter 11 petition on
April 10, 2006:

      Entity                                     Case No.
      ------                                     --------
      DB Holdings, LLC                           06-40484

Type of Business: The Debtors own 16 apartment complexes.

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtors' Counsel: David L. Woods, Esq.
                  J. Mark Chevallier, Esq.
                  McGuire Craddock & Strother, P.C.
                  500 North Akard, Suite 3550
                  Dallas, TX 75201
                  Tel: (214) 954-6847
                  Fax: (214) 954-6850

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
AH-DH Apartments, Ltd.      $50 Million to       $50 Million to
                            $100 Million         $100 Million

DH Apartments Limited       $10 Million to       $10 Million to
Partnership                 $50 Million          $50 Million

HT Apartments Limited       $50 Million to       $10 Million to
Partnership                 $100 Million         $50 Million

Shadow Creek Apartments,    $10 Million to       $1 Million to
Ltd.                        $50 Million          $10 Million

DH Holdings Limited         $1 Million to        $10 Million to
Partnership                 $10 Million          $50 Million

DH Holdings GP, Inc.        Less than $50,000    Less than $50,000

DB Holdings, LLC            Not Stated           Not Stated

A. AH-DH Apartments, Ltd.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Three Amigos                  Trade Debt                 $62,949
15302 Evergreen Place Drive
Houston, TX 77083

Suncoast Plumbing             Trade Debt                 $45,902
1204 Missouri
South Houston, TX 77587

Hughes/Century                Trade Debt                 $39,686
P.O. Box 842434
Dallas, TX 75284

Enviroteam (Law Care)         Trade Debt                 $38,132

Genie Services                Trade Debt                 $33,845

Presto                        Trade Debt                 $33,801

Dalcor Property Management,   Management Fees            $26,698
Inc.

Waste Management              Trade Debt                 $21,531

Golden Greek Carpets          Trade Debt                 $20,706

Brusniak Blackwell            Legal Services             $19,180

Network Multifamily           Trade Debt                 $19,148

HPC (Apt. Guide)              Trade Debt                 $16,820

Butler Burgher                Appraisals                 $14,700

Best Choice Carpet Care       Trade Debt                 $13,800

L&F Painting                  Trade Debt                 $11,150

Find It Apartment Locators    Trade Debt                  $9,688

Resident Data                 Trade Debt                  $9,071

Superior Refinishing          Trade Debt                  $7,382

Mendez Carpet Cleaning        Trade Debt                  $6,780

AAA Plumbers                  Trade Debt                  $5,578


B. DH Apartments Limited Partnership's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Three Amigos                  Trade Debt                 $68,393
15302 Evergreen place Drive
Houston, TX 77083

Hughes/Century                Trade Debt                 $27,939
Dallas, TX 75284

Enviroteam (Lawn Care)        Trade Debt                 $26,701
P.O. Box 421238
Houston, TX 77242

Genie Services                Trade Debt                 $26,370

Suncoast Plumbing             Trade Debt                 $19,037

Dalcor Property Management,   Management Fees            $17,735
Inc.

L&F Painting                  Trade Debt                 $16,378

Best Choice Carpet Care       Trade Debt                 $15,316

Presto                        Trade Debt                 $14,759

Waste Management              Trade Debt                 $13,601

Butler Burgher                Appraisals                  $8,400

Southwest Pool & Spa          Trade Debt                  $7,627

Golden Greek                  Trade Debt                  $7,104

Texas Apartment Locators      Trade Debt                  $6,150

Resident Data                 Trade Debt                  $6,071

Find It Apartment Locators    Trade Debt                  $5,766

AAA Plumbers                  Trade Debt                  $5,459

Superior Refinishing          Trade Debt                  $5,261

HPC (Apt. Guide)              Trade Debt                  $4,306

Ameristar Screen & Glass      Trade Debt                  $3,674


C. HT Apartments Limited Partnership's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Three Amigos                  Trade Debt                 $44,525
15302 Evergreen Place Drive
Houston, TX 77083

Enviroteam (Lawn Care)        Trade Debt                 $23,275
P.O. Box 421238
Houston, TX 77242

Dalcor Property Management,   Management Fees            $20,347
5505 West Park Blvd., #700
Plano, TX 75093

Hughes/Century                Trade Debt                 $16,119

best Choice Carpet Care       Trade Debt                 $15,951

Waste Management              Trade Debt                 $14,627

Presto                        Trade Debt                 $13,725

Golden Greek Carpets          Trade Debt                 $10,898

J&R Resurfacing               Trade Debt                  $8,889

Genie Services                Trade Debt                  $8,657

Butler Burgher                Appraisals                  $6,300

Envirotrol Company (Pest)     Trade Debt                  $5,562

Resident Data                 Trade Debt                  $4,962

Suncoast Plumbing             Trade Debt                  $4,490

HPC (Apt. Guide)              Trade Debt                  $4,158

AAA Plumbers                  Trade Debt                  $4,005

L&F Painting                  Trade Debt                  $3,977

Apartment Living Locators     Trade Debt                  $3,763

Find It Apartment Locators    Trade Debt                  $3,166

Connect IT                    Trade Debt                  $2,880


D. Shadow Creek Apartments, Ltd.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Genie Services                Trade Debt                  $6,585
3581 West Northern Ave., #13
Phoenix, AZ 85051

Three Amigos                  Trade Debt                  $6,403
15302 Evergreen Place Drive
Houston, TX 77083

Hughes/Century                Trade Debt                  $6,052
P.O. Box 84234
Dallas, TX 75284

Enviroteam (Lawn Care)        Trade Debt                  $5,250

Dalcor Property Mangement,    Management Fees             $4,514
Inc.

Best Choice Carpet Care       Trade Debt                  $4,451

Suncoast Plumbing             Trade Debt                  $2,208

Viking office Products        Trade Debt                  $2,178

Waste Management              Trade Debt                  $2,143

Presto                        Trade Debt                  $2,111

Butler Burgher                Appraisals                  $2,100

AAA Plumbers                  Trade Debt                  $1,957

HPC (Apt. Guide)              Trade Debt                  $1,386

L&F Painting                  Trade Debt                  $1,222

Superior Refinishing          Trade Debt                  $1,055

Brilliant Promotional         Trade Debt                    $820
Products

Golden Greek                  Trade Debt                    $799

Find It Apartment Locators    Trade Debt                    $485

Resident Data                 Trade Debt                    $448

Great American                Trade Debt                    $439


E. DH Holdings' 20 Largest Unsecured Creditors:            

   This Debtor has no unsecured creditors who are not insiders.


F. DH Holdings GP, Inc.'s 20 Largest Unsecured Creditors:

   This Debtor has no unsecured creditors who are not insiders.


G. DB Holdings, LLC's 20 Largest Unsecured Creditors:

   This Debtor has no unsecured creditors who are not insiders.


AINSWORTH LUMBER: S&P Rates $75MM Sr. Floating Rate Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
oriented strand board (OSB) producer Ainsworth Lumber Co. Ltd.'s
US$75 million senior floating rate notes due 2013.  At the same
time, Standard & Poor's affirmed its 'B+' long-term corporate
credit, senior secured, and senior unsecured debt ratings on the
company.  The outlook is stable.
     
"The new issue will be used to bolster the company's cash reserves
and improve liquidity while Ainsworth completes an expansion of
its Grand Prairie, Alta. mill and upgrades several of its
Minnesota mills," said Standard & Poor's credit analyst Dan
Parker.

Although the company should have enough cash on hand to complete
the expansion, the proceeds from the note issuance will ensure
that Ainsworth has adequate liquidity in the event OSB prices
deteriorate faster than expected.  Standard & Poor's expects OSB
prices to decline in 2007 as a significant amount of new OSB
capacity starts up, and as U.S. housing construction appears
poised for a slowdown from record levels.
     
The ratings on Vancouver, B.C.-based Ainsworth reflect:

   * the company's aggressive financial profile;
   * its narrow product concentration;
   * pricing volatility; and
   * the risk of oversupply of its major product, OSB.

These risks are partially offset by the company's strong cost
position stemming from its:

   * strong asset base,
   * good market position, and
   * adequate liquidity.
     
The major business risk is the extreme volatility of OSB prices,
which is generally caused by supply and demand imbalances.  Demand
has been driven primarily by the residential housing market and
product substitution, as OSB has continued to displace plywood.  A
slowdown in the residential construction market would hurt OSB
prices, as the industry has been supported by record levels of new
home construction.  This growth has been driven by low interest
rates and favorable demographics, but Standard & Poor's believes
the market could be vulnerable to a potential slowdown, as
interest rates are rising.
     
Furthermore, record OSB prices have afforded all producers with
windfall profits, and this has spurred new investment in supply.  
A significant amount of new OSB capacity will comes onstream in
2007, including Ainsworth's expansion of its Grande Prairie mill.
Although overall industry capacity will not increase significantly
in 2006, excess supply remains a large risk for 2007 and beyond,
and in all likelihood will negatively affect pricing.
     
The outlook is stable.  With Ainsworth's highly leveraged balance
sheet, Standard & Poor's expects the company to maintain good
liquidity to offset the volatile pricing, and the heavy capital
spending for expansion.  Despite the current strong credit
metrics, Standard & Poor's expectation is that 2007 will be a
challenging year, as significant new OSB capacity comes onstream
and U.S. housing construction moderates from record levels.
Standard & Poor's expects OSB prices to deteriorate significantly,
which will negatively affect Ainsworth's earnings and cash flow,
and the company will likely enter the cyclical trough in 2007 with
a highly leveraged balance sheet.


ALLIED HOLDINGS: Teamsters Object to CBA Protective Order
---------------------------------------------------------
The Teamsters National Automobile Transportation Industry
Negotiating Committee and various Local Unions, all affiliated
with the International Brotherhood of Teamsters, ask the U.S.
Bankruptcy Court for the Northern District of Georgia to deny
Allied Holdings, Inc., and its debtor-affiliates' request for a
protective order, and direct the Debtors to turn over to the union
all information covered by Section 1113(b) of the Bankruptcy Code.

Pursuant to Section 1113 of the Bankruptcy Code, on March 8,
2006, the Debtors provided a proposal to the International
Brotherhood of Teamsters, Teamsters National Automobile
Transporters Negotiating Committee and applicable local unions
for modifications to the collective bargaining agreement between
certain of the Debtors and the IBT.

The relevant information necessary to evaluate the Debtors'
Proposal includes confidential, commercial, proprietary,
financial, or otherwise non-public data.

According to Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in
Atlanta, Georgia, the disclosure of material non-public
information to all members of the IBT could result in that
information being made available to other persons and entities.
Mr. Kelley contended that the unlimited disclosure of that
relevant information could compromise the Debtors in an
increasingly competitive industry.

Because of the issue of confidentiality the Debtors asked the
Court to enter a protective order to prevent disclosure of any and
all confidential information provided in connection with the CBA
Proposal.

"Allied is currently waging a vicious anti-union campaign against
its Teamster employees," Frederick Perillo, Esq., at Previant,
Goldberg, Uelmen, Gratz, Miller and Brueggeman, S.C., in
Milwaukee, Wisconsin, says.

Among others, the Union also alleged that the Debtors' request for
a protective order is a ploy in their anti-union campaign, and
that the Debtors and their counsel have engaged in "sleazy
tactics".

Mr. Perillo argues that Section 1113(D)(3) does not permit the
Court to prevent disclosure of information to an authorized
representative including the Teamster Local Unions.

Mr. Perillo notes that Section 1113 imposes an affirmative
obligation on the debtor to make full disclosure to the union.

Section 1113(d)(3) also limits protective orders to very narrow
circumstances when there is an undue risk of exposure to a direct
competitor, and no order can be granted prohibiting disclosure to
local unions or members, Mr. Perillo adds.

Moreover, Mr. Perillo argues that under Eleventh Circuit standards
for protective orders, Allied has not met its burden to show
specific harm, to tailor the order narrowly, and to prove that no
other alternative exists.

The Teamsters Union contends that Allied is seeking a protective
order to circumvent, rather than aid, the process of bargaining.
"The court should not allow itself to be enlisted by Allied in its
unlawful campaign to evade its bargaining responsibilities, and
should deny the protective order."

Allied contends that it is seeking relief pursuant to Section
1114.  Section 1114, Mr. Perillo explains, allows for
modifications to retiree benefits.  The Debtors' proposal to cease
contributions to the pension plans is a proposal under Section
1113.  In making its contention that Section 1114 applies, Allied
has either not read the statute, or did not understand it, Mr.
Perillo says.

                          Debtors Respond

The Debtors denied the Union's allegations.  The Debtors tell the
Court that they will not respond to the Teamsters in kind and will
instead focus on the real issues.

The Debtors submitted a revised, proposed protective order to
counsel for the Teamsters Union on March 22, 2006.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Debtors' March 22 Proposed Order
establishes a typical, eminently reasonable procedure for handling
a massive document production when confidentiality concerns arise,
as they already have, as the Debtors are gathering and reviewing
documents for production to the Teamster.

The Debtors propose to implement these uniform procedures:

    1. All relevant information will be produced to the bargaining
       committee appointed by the Teamsters, as well as the
       Teamsters' advisors and executives, on the entry of an
       order.  The Teamsters will thus have all of the relevant
       information, including confidential information, in its
       possession for evaluation.

    2. The Debtors are authorized to designate as confidential
       only those portions of relevant information that fall
       within the scope of Section 1113(d)(3); or constitute
       material, non-public information under Regulation FD.

    3. If, on review of the relevant information designated by
       the Debtors as confidential, the Teamsters disagree with
       the designation, the parties are required to attempt to
       resolve the disagreement through negotiation.

    4. If the Teamsters, during the bargaining process, seeks to
       expand the list of approved recipients beyond its
       bargaining committee and the numerous other Teamster
       officers, employees and advisors already listed in
       the March 22 Proposed Order, it may negotiate for that
       result with the Debtors or seek an order changing the March
       22 Proposed Order to add the additional recipients.

    5. The March 22 Proposed Order expressly authorizes the
       Teamsters to share conclusions drawn by the IBT from
       confidential information with members of local unions who
       are also employees of the Debtors so long as the
       confidential information itself is not disclosed.

    6. The March 22 Proposed Order also provides a procedure for
       dealing with confidential information in the event of
       discovery or hearings related to motions filed pursuant to
       Sections 1113 or 1114 of the Bankruptcy Code.

The Debtors note that the Teamsters Union has previously
voluntarily entered into a Nondisclosure Agreement with Allied
dated June 30, 2005, and a Confidentiality Letter dated Aug. 24,
2005, arising out of the Teamsters' membership on the Creditors
Committee.

Accordingly, the Debtors ask the Court to enter an order
substantially similar to the March 22, 2006 Proposed Order and put
an end to what has been the difficult process of setting forth
procedures for the handling of confidential information produced
to the Teamsters.

A full-text copy of the revised Protective Order is available for
free at http://researcharchives.com/t/s?7b9

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Taps Glass & Associates as Consultants
-------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Glass & Associates, Inc., on an emergency
basis, as their Operational Consultants, nunc pro tunc to March
21, 2006.

The Debtors believe they need to employ experienced consultants to
render operational advisory services due to the size of their
operations and the complexity of their financial difficulties,

In addition, due to the limited size of the Debtors' financial
management staff, employing those consultants will allow
management to focus its attention on successfully reorganizing the
Debtors' business and financial affairs, Harris B. Winsberg, Esq.,
at Troutman Sanders LLP, in Atlanta, Georgia, says.

Mr. Winsberg relates that Glass & Associates has experience with
business assessments, management, consulting, interim management,
financial restructuring, litigation consulting, and bankruptcy
matters.

As Operational Consultants, Glass will:

    a) assist the Debtors in preparing and reviewing its cash flow
       forecasts, departmental budgets, and financial projections,
       and in analyzing operational trends;

    b) assist the Debtors in identifying opportunities to increase
       the efficiency and productivity of its haul operations;

    c) assist the Debtors in evaluating its fleet requirements and
       repair and maintenance costs, and determining the capital
       requirements to support those assets;

    d) assist the Debtors in evaluating and identifying
       alternatives for its risk management strategy, with a focus
       on property, liability and workers' compensation insurance
       and on the return of excess cash collateral from insurance
       carriers;

    e) work with the Debtors and its advisors on optimizing
       liquidity;

    f) work with the Debtors and its advisors on coordinating due
       diligence of labor-related parties and their advisors;

    g) assist the Debtors and its advisors in developing
       contingency plans should its negotiations with the IBT not
       achieve targeted results on appropriate timing;

    h) perform a liquidation analysis of the Debtors for purposes
       of a reorganization plan;

    i) provide expert advice and expert testimony relating to
       financial matters on work it performed;

    j) assist the Debtors and its advisors with respect to
       communicating Glass' work product and other issues to the
       Debtors' various creditor groups; and

    k) render other operational advisory services as may be
       requested by the Debtors.

Dalton Edgecomb, Esq., a principal at Glass & Associates, Inc.,
assures the Court that Glass is a disinterested person as that
term is defined in Section 101(14) of the Bankruptcy Code.  Mr.
Edgecomb assures Judge Drake that to the best of his knowledge,
Glass does not hold or represent any interest adverse to the
Debtors' estates.

The firm's hourly rates are:

     Principals                           $400 to $575
     Case Director                        $325 to $450
     Senior Consultant                    $250 to $300
     Clerical or Administrative            $75 to $95

The Debtors and Glass have agreed that Glass will earn an
additional fee of $750,000 for any restructuring, reorganization
or recapitalization of the Debtors with respect to any of its
existing and potential debt obligations, trade claims, leases,
unfounded pension liabilities, and other liabilities.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN GREETINGS: Moody's Rates New Credit Facilities at Ba1
--------------------------------------------------------------
Moody's Investors Service affirmed American Greetings Corporation
Ba1 corporate family rating, but revised the company's outlook to
negative from stable.  Moody's also assigned a Ba1 rating to
American Greetings' new senior secured credit facilities,
consisting of a $350 million revolving credit facility and a $300
million multiple draw term loan facility.

Moody's also affirmed the Ba1 rating on the company's senior notes
and the Ba2 rating on its convertible subordinated notes. The
outlook revision reflects American Greetings' announcement that it
may purchase additional shares beyond the current $200 million
program that is currently in place and that the multiple draw term
loan facility could accommodate this, implying the potential for
an increase in leverage.  Moody's also recognizes that the company
is contemplating additional share repurchases at a time when it is
initiating a $75 million investment in its North American card
business for FY2007.

The ratings reflect American Greetings' leading and stable market
position in the U.S. greeting card industry with approximately 35%
market share due to the stable demand for its products and long-
standing customer relationships.  In addition, the company's long-
term contracts and scan-based trading systems provide a meaningful
barrier to entry.

The company also has favorable credit metrics, with some
representative of an investment grade profile; however, Moody's
believes stronger credit metrics are necessary to compensate for
the significant risks inherent in an industry that is
characterized by low or declining growth rates, persistently
fierce competition, weak consumer branding, and increased retailer
bargaining power.  The ratings also consider the weak performance
of the company's retail and international businesses.

To the extent that costs associated with American Greetings'
investment in its card business are greater than anticipated or
the company uses capacity under the multiple draw term loan
facility to fund additional share repurchases, such that debt to
EBITDA increases to over 3.5 times or free cash flow to debt
declines below 8% on a sustained basis, the ratings could be
lowered.

Conversely, if American Greetings' investment in its card business
gains traction in restoring margins and improving growth while the
company pursues a prudent financial policy, such that it maintains
a debt to EBITDA below 3.0 times and free cash flow to debt above
10%, Moody's could revise the outlook to stable.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.  The
company has the second largest market share in the U.S. greeting
card industry, behind Hallmark, but estimates that it maintains
the leading position in the mass, food and drug markets.  Net
sales were approximately $1.9 billion for FY2006.


AMERIPATH INC: Earns $9.9 Million of Net Income in 2005
-------------------------------------------------------
AmeriPath, Inc., reported its financial results for the fourth
quarter and the year ended December 31, 2005.

Net revenues for the fourth quarter of 2005 increased 11.0% to
$142.6 million from $128.4 million in the fourth quarter of 2004.
Net revenues for the year ended December 31, 2005, increased 11.1%
to $563.6 million compared to $507.3 million for the year ended
December 31, 2004.  Same store net revenues for the fourth quarter
of 2005 increased 10.0%, or $12.6 million, when compared to the
fourth quarter of 2004.  Same store net revenues for the year
ended December 31, 2005 increased 7.7%, or $38.5 million, when
compared to the year ended December 31, 2004.

EBITDA (earnings before interest, taxes, depreciation and
amortization), which is a non-GAAP financial measure, for the
fourth quarter of 2005 was $21.8 million compared to $14.1 million
for the fourth quarter of 2004.  EBITDA for the year ended
December 31, 2005, was $90.7 million compared to $67.8 million for
the year ended December 31, 2004.

Costs of services for the fourth quarter of 2005 increased to
$75.7 million (53.1% of net revenues) from $71.5 million (55.7% of
net revenues) in the fourth quarter of 2004.  Costs of services
for the year ended December 31, 2005, increased to $300.2 million
(53.3% of net revenues) from $271.0 million (53.4% of net
revenues) for the year ended December 31, 2004.

Selling, general and administrative expenses for the fourth
quarter of 2005 were $29.5 million (20.7% of net revenues)
compared to $26.4 million (20.6% of net revenues) in the fourth
quarter of 2004.  Selling, general and administrative expenses for
the year ended December 31, 2005, increased to $109.2 million
(19.4% of net revenues) from $95.7 million (18.9% of net revenues)
in the year ended December 31, 2004.  The increases in the fourth
quarter and year ended December 31, 2005, are primarily from
adding additional resources in information technology and sales
and marketing.

The provision for doubtful accounts for the fourth quarter of
2005 was $19.3 million (13.5% of net revenues) compared to
$18.2 million (14.2% of net revenues) in the fourth quarter of
2004.  The provision for doubtful accounts for the year ended
December 31, 2005, decreased to $73.8 million (13.1% of net
revenues) from $76.5 million (15.1% of net revenues) in the year
ended December 31, 2004.  Outpatient revenues, as a percentage of
revenues, continued to grow at a faster rate than the inpatient
revenues.  The bad debt percentage on outpatient revenues is
generally much lower than on inpatient revenues and therefore
reduces total bad debt expense as a percentage of revenues.  
Outpatient revenues, as a percentage of total revenue, for the
three months and year ended December 31, 2005 were 61.9% and
60.5%, respectively compared to 55.6% and 53.7%, respectively in
the comparable periods of 2004.

Net income for the fourth quarter of 2005 was $0.2 million
compared to a net loss of $1.6 million for the same quarter
of 2004.  Net income for the year ended December 31, 2005, was
$9.9 million compared to net income of $1.5 million for the year
ended December 31, 2004.

On January 31, 2006, AmeriPath completed its previously announced
acquisition of Specialty Laboratories, Inc., a hospital-focused
clinical reference laboratory.  AmeriPath financed its acquisition
through a combination of cash on hand, contribution of Specialty
shares by its majority shareholder, additional cash equity from
AmeriPath's majority stockholder, Welsh Carson, Anderson & Stowe
IX, L.P., and borrowings under AmeriPath's new credit facility.

                         About AmeriPath

AmeriPath Inc., a national provider of physician-based anatomic
pathology, dermatopathology and molecular diagnostic services to
physicians, hospitals, clinical laboratories and surgery centers,
supports community-based medicine by helping physicians provide
excellent and effective care for their patients.  A team of
subspecialized pathologists and Ph.D. scientists provide medical
expertise, diagnostic quality, and personal consultation services.
AmeriPath's team of more than 400 highly trained, board-certified
pathologists provide medical diagnostics services in outpatient
laboratories owned, operated and managed by AmeriPath, as well as
in hospitals and ambulatory surgical centers.

Specialty Laboratories supports local pathology and community-
based medicine by partnering with pathologists and hospitals to
improve patient care and reduce episodes-of-care costs.  Specialty
offers hospitals an extensive menu of highly advanced clinical
tests used by physicians to diagnose, monitor and treat disease
and a single-source solution for esoteric testing needs.

                         *     *     *

Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AmeriPath Inc., in November 2005.  S&P said the
rating outlook is negative.

Moody's Investors Service rates Ameripath's senior secured bank
credit facility (under which Wachovia Bank, N.A., serves as the
Agent) at B2 and rates the physician practice management company's
10-1/2% Senior Subordinated Notes due April 1, 2013, at B3.  


AMR CORP: 4.25% Senior Conv. Notes Now Convertible to Stock
-----------------------------------------------------------
AMR Corporation's 4.25% Senior Convertible Notes due 2023 have
become convertible into shares of AMR common stock.  AMR
Corporation is the parent company of American Airlines.

As provided in the indenture under which the Notes were issued,
the Notes have become convertible because the sale price of AMR's
common stock for at least 20 trading days in a period of 30
consecutive trading days ending on the last trading day of the
calendar quarter ended March 31, 2006, was greater than 120% of
the conversion price per share of AMR common stock on the last
trading day.

The Notes are convertible into Common Stock at the conversion rate
specified in, and otherwise in accordance with the terms of, the
Notes and the indenture under which the Notes were issued, and
they will remain convertible for so long as they are outstanding.

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.  

As of December 31, 2005, AMR Corporation's equity deficit
doubled to $1.478 billion from a $581 million deficit from
December 31, 2004.

AMR shares rocketed from $10 per share in September 2005 to over
$25 per share this month.  Bloomberg reported yesterday that
Fidelity Investments, the world's largest mutual fund company, has
almost doubled its holdings in AMR Corporation since year-end to
become the biggest shareholder in the parent of American Airlines.  
Fidelity owns 24.1 million AMR shares, representing a 13% equity
stake in the world's largest air carrier.


ANCHOR GLASS: Obtains $10 Million in Additional DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to secure an
additional postpetition financing totaling $10,000,000 from Wells
Fargo, National Association, and certain noteholders, who under
the Plan of Reorganization will become owners of a majority of the
reorganized Anchor Glass' common stock.

Wells Fargo is the agent for certain holders of the Debtor's
$350,000,000 11% Secured Senior Notes.

The new financing will be in the form of an amendment to the Note
Purchase Agreement.  

A full-text copy of the Amendment to the Note Purchase Agreement
is available for free at http://researcharchives.com/t/s?7bc

The Court rules that security interests, administrative claims and
other rights and remedies granted to the New Purchasers will be
identical to and pari passu with the liens, claims, rights and
remedies in respect of the previous Notes.

In its motion to obtain additional DIP financing, the Debtor asked
the Court to:

   (a) modify the automatic stay, as applicable;

   (b) grant Wells Fargo a superpriority administrative claim
       status in respect of all postpetition obligations;

   (c) provide adequate protection to the Noteholders in the form
       of liens on and security interests in the same property
       that secures the Note Purchase Agreement, subject only to
       the liens of Wells Fargo and valid and existing liens of
       third parties on that property as of the Petition Date;

   (d) permit it to use the loan proceeds to pay all fees and
       expenses of the $10,000,000 Facility and to operate its
       business.

The Debtor ought additional financing to protect its business from
the volatility of natural gas prices and to build additional cash
reserves.  The additional financing will avoid disruption of the
Debtor's business, preserve and maximize the value of the Debtor's
estate, and avoid immediate and irreparable harm to the Debtor's
creditors and employees.

In connection with the additional financing, the Debtor will pay
Wells Fargo a $10,000 fee.

The Debtor has discussed the financing with the Ad Hoc Committee
of Senior Secured Noteholders, the Official Committee of Unsecured
Creditors and the Note Trustee.  None of the parties object to the
Debtor's request.

                         BNY's Response

The Bank of New York did not present any objections to the
Debtors' additional DIP financing request.  However, BNY preserves
all of the rights it asserted in its request for adequate
protection, in connection with the additional financing.

BNY is the Trustee and Collateral Agent for $350,000,000 in face
amount of 11% Senior Secured Notes due 2013, as issued pursuant to
an Indenture dated February 7, 2003.

BNY is seeking modification of the Final Noteholder Financing
Order and the grant of additional adequate protection of the
interests it asserted on behalf of the Noteholders in the
Noteholders' Collateral.

Judge Paskay clarified that BNY's adequate protection motion will
be deemed to apply to his Order, without prejudice to the rights
and objections of any party-in-interest.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Signs Agreements for Property Damage Insurance
------------------------------------------------------------
The U.S Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to enter into a
premium financing agreement with Imperial Premium Finance, Inc.

The Debtor inked the premium financing agreement in connection
with their entry into agreements with eight insurance companies,
effective as of March 2006, for property damage and steam boiler
inspection insurance coverage:
                                                    Policy
   Insurance Company                Policy No.     Premiums
   -----------------                ---------     -----------
   Ace American Insurance Co.       GPAD36109178      $42,659
   Arch Specialty Insurance         PRP0013391         77,023
   Axis Reinsurance Company         RNB725178-06       21,804
   Commonwealth Ins. Co. America    IND1243            20,519
   Hartford Steam Boiler Insurance  FB2310759           6,227
   Lexington Insurance Company      7477933           774,596
   Lloyd's of London                WB0600122         133,528
   Lloyd's of London                XP00000008         62,567
   Lloyd's of London                WB0600124          14,220
   Lloyd's of London                WB0600124          20,856
   RSUI Indemnity Company           LHD34539            8,532
                                                   ----------
                                                   $1,284,595
                                                   ==========

The salient terms of the Finance Agreement are:

   a. Imperial will advance the amounts of premiums due to each
      of the insurers for the Insurance Programs.

   b. Anchor Glass is obligated to make monthly payments of the
      amount financed by Imperial to pay the premiums due to the
      Insurers.

   c. Substantial cash down payments are required, and the unpaid
      balance due to Imperial will be secured by substantial
      unearned premium previously paid to the Insurers.  The cash
      down payment required is $449,608.

   d. Imperial will have the right, upon non-payment of Anchor,
      and filing a notice of default with the Court to relief
      from the automatic stay, to cancel the Insurance Policies
      which are the subject of the Premium Finance Agreement, and
      receive and retain the unearned premium amounts back from
      the Insurers to satisfy the amounts due Imperial under the
      Premium Finance Agreement.

The Court authorizes the Debtor to grant Imperial a first priority
security interest in the Policies, including:

   (i) all money that become due under the under the Agreement
       because of a loss under the Policies that reduces unearned
       premiums;

  (ii) any return of premiums or unearned premiums under the
       Policies;

(iii) any dividends that may become due Anchor Glass in
       connection with the Policies.

The Court rules that the Lien granted to Imperial in connection
with the Policies will be senior to any security interests and
liens granted to any other secured creditors in Anchor Glass'
case.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARINC INC: S&P Places BB Corp. Credit Rating on CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on ARINC Inc. on CreditWatch
with developing implications.  The CreditWatch follows a recent
announcement that the company has retained an investment bank to
explore new equity investments, including a sale of the company.
      
"Ratings could be raised, lowered, or affirmed depending on the
firm's leverage and financial policy following any transaction,"
said Standard and Poor's credit analyst Christopher DeNicolo.

ARINC's principal shareholders are the six large U.S. airlines.
Lease-adjusted debt to EBITDA (including the lease on the firm's
headquarters) is currently appropriate for the rating at around
3x, although debt to capital is high at about 75%.  ARINC is
granted the exclusive right by the FCC to manage and license the
radio frequencies used by the airlines.  This function has been
transferred to a separate legal entity that will continue to be
owned by the U.S. airlines.
     
Annapolis, Maryland-based ARINC is a leading provider of mission-
critical communications and IT services to the global aviation
industry (40%-45% of revenues) and engineering services to the
U.S. military and other government agencies (55%-60%).  ARINC
networks carry more than half of all air-ground messages in the
world between commercial aircraft and airline operations centers.
Other commercial transportation products include:

   * airport check-in and boarding systems;

   * flight display and information systems;

   * commuter rail control and information systems; and

   * mobile private digital networks and ground communications
     systems.


ATA AIRLINES: Wants NatTel Settlement Agreement Approved
--------------------------------------------------------
Over the course of ATA Airlines, Inc., and its debtor-affiliates'
Chapter 11 cases, NatTel, LLC, filed various objections and
asserted various claims, including notices of appeal and a pending
appeal.

Following arm's-length negotiations, the Debtors, the Official
Committee of Unsecured Creditors, and NatTel agreed to settle all
outstanding matters among the parties pursuant to a settlement
agreement.

The salient terms of the Settlement Agreement are:

   (i) The Debtors, the Committee and NatTel will enter into a
       stipulation providing that NatTel's appeal pending in the
       U.S. District Court for the Southern District of Indiana
       will be dismissed with prejudice, with each side to bear
       its own attorneys' fees and costs.  The stipulation will
       be filed with the District Court;

  (ii) Except with respect to two filed prepetition claims,
       NatTel abandons all claims it holds in any of the Chapter
       11 cases and agrees that neither NatTel nor its affiliates
       will be or will become a party-in-interest with respect
       to any of the Chapter 11 cases or any contested matter or
       proceeding arising in, or related to, any of the Chapter
       11 cases;

(iii) NatTel abandons all pleadings filed in any of the Chapter
       11 cases and abandons all rights remedies and objections
       it may have or might assert in any of the Chapter 11
       cases, including its objections to various administrative
       claims asserted in the Chapter 11 case of C8 Airlines,
       Inc., and any rights or remedies NatTel may have or might
       assert to comment on or object to any proposed plan or
       disclosure statement.

       However, notwithstanding anything to the contrary, NatTel
       may vote its claims regarding any plan proposed in the C8
       Chapter 11 case and share in any recoveries pursuant to
       the claims pari passu with all of C8's other general
       unsecured creditors.

       NatTel agrees that it will not file any other pleadings
       nor appeal any other orders in the Chapter 11 cases, and
       the Debtors and the Creditors Committee agree that any
       plan or disclosure statement filed or approved in the C8
       Chapter 11 case will not refer to or mention by name,
       NatTel and its Affiliates; and

  (iv) The Parties exchange mutual releases.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement.

If there are no objections to the Settlement Agreement, the
Debtors ask the Court to consider and rule on their request
without further hearing.

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


ATA AIRLINES: Wants U.S. Bancorp's $3.9MM Admin. Claim Disallowed
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 28, 2006,
U.S. Bancorp asked the U.S. Bankruptcy Court for the Southern
District of Indiana to allow its $3,944,426 administrative expense
claim and compel ATA Airlines, Inc., to pay that claim without
further delay.

ATA Airlines leased six Saab Model 340B aircraft, associated
engines and propellers from U.S. Bancorp.

ATA Airlines, Inc., and its debtor-affiliates rejected the leases
and surrendered the Aircraft to U.S. Bancorp in February 2005.

                        Debtors Object

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, argues that U.S. Bancorp wants a windfall at the expense
of the Debtors and in contravention of fundamental principles of
the Bankruptcy Code.

Mr. Nelson recounts that U.S. Bancorp's $3,944,426 administrative
expense claim is comprised of three components:

   (1) The "Lien Claim," which is a purported administrative
       expense claim for $53,567 related to payments U.S.
       Bancorp made to GE Engine Services, Inc., to release
       mechanics' liens on two engines;

   (2) The "Return Condition Claim," which is a purported
       administrative expense claim for $1,625,554 for damages
       U.S. Bancorp contends are attributable to ATA's alleged
       failure to comply with maintenance and return obligations
       set forth in the Leases and related agreements; and

   (3) The "Rent Claim," which is a purported administrative
       expense claim for $2,265,305 for unpaid rental payments
       under the Leases for calendar year 2006.

According to Mr. Nelson, the Return Condition Claim impermissibly
seeks to categorize ordinary rejection damages as priority
administrative expense claims.  In addition to miscategorizing the
nature of the Return Condition Claim, U.S. Bancorp has incorrectly
calculated the claim and has overstated its amount by many-fold.

Moreover, treating the Rent Claim as an administrative expense
claim would be inequitable and contrary to fundamental principles
of bankruptcy law, Mr. Nelson asserts.

"ATA never had possession of the Aircraft for a single day during
the rental period to which the Rent Claim relates," Ms. Nelson
says.

Not only did ATA pay rent to U.S. Bancorp for every single day
ATA possessed the Aircraft, but ATA even paid rent for a period of
almost a year after the Aircraft were returned to U.S. Bancorp and
subsequently sold.  The Rent Claim is also subject to principles
of mitigation and should be substantially reduced or eliminated,
Mr. Nelson explains.

For these reasons, the Debtors ask the Court to disallow U.S.
Bancorp's administrative expense claim.

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


ATLANTIC GULF: Trustee Sells 185 Tennessee Lots for $770,000
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Michael B. Joseph, the chapter 7 trustee appointed in Atlantic
Gulf Communities Corporation and its debtor-affiliates' cases,
permission to sell 185 real property lots located in Cumberland
Lakes, Tennessee, to David Fetzner and Aldo DiSorbo, free and
clear of any and all liens, claims, interests and encumbrances.

As reported in the Troubled Company Reporter on Mar. 6, 2006,
pursuant to a Sale Contract, the Trustee will transfer all of the
Debtors' right, title and interest in and to the 251.60-acre
property for $770,000, subject to certain adjustments, including
the satisfaction of about $140,000 of delinquent real estate
taxes.  The transaction is a cash deal with no financing or
inspection contingencies.

A full-text copy of the Contract of Sale is available for free at
http://researcharchives.com/t/s?60c

Headquartered in Fort Lauderdale, Florida, Atlantic Gulf
Communities Corporation was a developer and operator of luxury
residential real estate communities.  The Company and its
affiliates filed for chapter 11 protection on May 1, 2001 (Bankr.
D. Del. Case Nos. 01-01594 through 01-01597).  Michael R.
Lastowski, Esq., at Duane Morris LLP represents the Debtor.  The
Bankruptcy Court converted the Debtors' chapter 11 cases to a
chapter 7 liquidation proceeding on June 18, 2002.  Michael B.
Joseph is the chapter 7 Trustee for the Debtors' estates.  John D.
McLaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP
represents the chapter 11 Trustee.  When the Debtors filed for
chapter 11 protection, they listed $148,546,000 in assets and
$170,251,000 in liabilities.


BEAR STERNS: Moody's Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of ten classes of Bear Sterns Commercial
Mortgage Securities Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-PBW1:

   * Class A-1, $319,851,478, Fixed, affirmed at Aaa
   * Class A-2, $385,855,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $26,483,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $31,089,000, Fixed, upgraded to Aa2 from A2
   * Class D, $8,060,000, Fixed, upgraded to Aa3 from A3
   * Class E, $9,211,000, Fixed, upgraded to A1 from Baa1
   * Class F, $13,817,000, Fixed, upgraded to A3 from Baa2
   * Class G, $13,817,000, Fixed, upgraded to Baa2 from Baa3
   * Class H, $16,120,000, Fixed, affirmed at Ba1
   * Class J, $10,363,000, Fixed, affirmed at Ba2
   * Class K, $3,454,000, Fixed, affirmed at Ba3
   * Class L, $5,757,000, Fixed, affirmed at B1
   * Class M, $9,211,000, Fixed, affirmed at B2
   * Class N, $2,302,000, Fixed, affirmed at B3

As of the March 13, 2006 distribution date, the transaction's
aggregate principal balance has decreased by 5.6% to $869.2
million from $921.2 million at securitization.  The Certificates
are collateralized by 126 loans, ranging in size from less than
1.0% to 7.0% of the pool, with the top ten loans representing
33.5% of the pool.  The pool includes two shadow rated investment
grade loans, which comprise 11.6% of the pool.  Six loans,
representing 6.9% of the pool, have defeased and are
collateralized by U.S. Government securities.  The largest
defeased loan is the Cranston Parkade Loan, which is the third
largest loan in the pool.

The pool has not experienced any losses since securitization and
there are no loans currently in special servicing.  Six loans,
representing 8.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2004 operating results for
94.0% of the pool, excluding the defeased loans.  Moody's weighted
average loan to value ratio for the conduit component is 81.3%,
compared to 83.8% at securitization.  Moody's upgrade of Classes
B, C, D, E, F and G is due to increased credit support and
improved overall pool performance.

The largest shadow rated loan is the Belz Factory Outlet Loan,
which is secured by a 640,000 square foot factory outlet center
located in Orlando, Florida.  The center was built in 1981 and
renovated and expanded in 1991.  Property performance has been
impacted by new competition that has opened since securitization.
Occupancy has declined to 81.0% as of March 2005, compared to
91.6% at securitization.  Moody's current shadow rating is Ba3,
compared to Baa3 at securitization.

The second shadow rated loan is the RREEF Textron Portfolio Loan,
which represents the A Note portion of an $80.0 million mortgage
loan.  The loan is secured by a cross-collateralized and cross-
defaulted portfolio of seven diverse properties, which include
industrial, office, retail and multifamily.  The properties are
located in five states plus Washington, D.C. and total 1.4 million
square feet.  Property performance has been stable since
securitization.  The loan sponsor is Textron Master Trust, the
pension fund of Textron Inc.  The loan is interest only for its
entire term.  The properties are also encumbered by a $39.0
million B Note, which is held outside the trust.  Moody's current
shadow rating is Aaa, the same as at securitization.

The top three conduit loans represent 9.8% of the pool.  The
largest conduit loan is the 50 Danbury Road Loan, which is secured
by a 220,000 square foot office building located in Wilton,
Connecticut.  The property is 100.0% occupied, compared to 96.1%
at securitization.  The largest tenants are the marketing firm
D.L. Ryan and AIG Financial Products Corp.  Moody's LTV is 87.0%,
compared to 89.3% at securitization.

The second largest conduit loan is the Fifth Third Center Loan,
which is secured by a 300,000 square foot Class A office building
located in downtown Dayton, Ohio.  The property is 90.5% occupied,
compared to 86.1% at securitization.  The largest tenant is Fifth
Third Bank, Ohio.  Financial performance has been stable since
securitization.  Moody's LTV is 91.8%, virtually the same as at
securitization.

The third largest conduit loan is the Mountain Square Shopping
Center Loan, which is secured by a 275,000 square retail center
located in Upland, California.  The center is 99.0% occupied,
compared to 94.4% at securitization.  Major tenants include Home
Depot, Vons Supermarket and Staples.  Financial performance has
improved since securitization due to increased rental rates.
Moody's LTV is 77.1%, compared to 85.9% at securitization.

The pool's collateral is a mix of retail, office and mixed use,
multifamily, industrial and self-storage and U.S. Government
securities.  The collateral properties are located in 26 states
and Washington, D.C.  The highest state concentrations are
California, Florida, Georgia, Texas and Ohio.


BEST BUY: Moody's Upgrades Debenture Rating to Baa3 from Ba1
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Best Buy Co.,
Inc., including the issuer rating to Baa2 from Baa3, concluding
the review for possible upgrade begun on Jan. 11, 2006.  The
rating outlook is stable.

Ratings upgraded:

   * Issuer rating to Baa2 from Baa3

   * Convertible subordinated debentures, guaranteed by wholly
     owned subsidiary Best Buy Stores LLP, to Baa3 from Ba1

The key drivers of the ratings upgrade and stable outlook are:

   1) the company's continued ability to generate robust
      comparable store sales increases while improving operating
      profit margins;

   2) Best Buy's continued investment in its store base to open
      new stores and to convert stores to the customer centric
      model, creating a platform for future growth;

   3) the company's maintenance of ample liquidity and solid
      credit metrics despite intense competition and its
      appropriately aggressive capital expenditure program; and

   4) Moody's expectations that Best Buy's varied growth
      initiatives will not result in sales or earnings disruption
      and that the company will fund shareholder enhancement from
      free cash flow.

A further upgrade is unlikely in the near term given the intense
competition in the company's retail segment and Best Buy's
ambitious growth plans.  Over the intermediate term, ratings could
be raised if customer centric stores continue to generate solid
returns, if Best Buy successfully executes its numerous
initiatives to grow consolidated sales and store productivity, and
if reported operating profit margin is likely to be sustained at
7% and free cash flow to debt at 25%.  Ratings could be lowered if
competition increases, if financial policies become more
aggressive or if a material acquisition is completed.
Quantitatively, ratings would be lowered if comparable store sales
became negative for a sustained period, or if reported operating
profit margin fell below 5%, or if debt to EBITDA rose above 2
times.

Headquartered in Minneapolis, Best Buy operates more than 940
retail stores in the U.S. and Canada that sell consumer
electronics, home office products, entertainment software,
appliances and related services.  Sales for the fiscal year ended
Feb. 25, 2006 were approximately $30.8 billion.


BEVERLY ENTERPRISES: Debts Repaid & S&P Withdraws Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings for
Beverly Enterprises Inc.  The debt was repaid when the company
was acquired by Pearl Senior Care Inc., an affiliate of Fillmore
Capital Partners LLC, on March 14, 2006.

The operations are now part of a new entity called GGNSC Holdings
LLC, to which S&P has assigned a single-B corporate credit rating.


BGF INDUSTRIES: S&P Lifts Corporate Credit Rating to B- from CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on BGF
Industries Inc., including the corporate credit rating to 'B-'
from 'CCC+'.  The outlook is stable.  At Dec. 31, 2005, BGF had
total debt, including capitalized operating leases, of $97
million.
     
"The rating action reflects the glass fiber fabrics producer's
weak yet stabilized, operating and financial performance.  New
product introductions and cost management have somewhat mitigated
declining sales to the U.S. electronics industry," said Standard &
Poor's credit analyst Kenneth L. Farer.  "We expect modest
improvements in leverage and cash flow ratios over the near-term
as the company focuses on further developing organic growth and
innovative products, managing inventory levels, and good demand
from its other end markets."
     
Greensboro, North Carolina-based BGF, an indirect, wholly owned
subsidiary of unrated France-based Porcher Industries Group,
manufactures specialty woven and nonwoven fabrics made from:

   * glass,
   * carbon, and
   * aramid yarns

for various applications.

These applications include composite materials used in:

   * aircraft (33% of 2005 sales),
   * printed circuit boards for the electronics industry (19%),
   * dust filtration (19%),
   * insulation (8%), and
   * protective fabrics (9%).
     
The company's liquidity remains limited.
     
"We could revise the outlook to negative if end markets decline
more than we currently expect, resulting in constrained liquidity
or negative free cash flow," Mr. Farer said.  "For us to revise
the outlook to positive the company would have to substantially
increase its size and operating diversity while adopting a less
aggressive financial profile."


BIOVAIL CORP: Earns $119.7 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Biovail Corporation (NYSE:BVF)(TSX:BVF) disclosed its financial
results for the three-month and 12-month periods ending
December 31, 2005.  

Total revenues for the three months ended December 31, 2005, were
$287.6 million, compared with $275.4 million for the fourth
quarter of 2004, an increase of 4%.  Total revenues for the 12
months ended December 31, 2005, were $935.5 million, compared
with $879.2 million for the full year of 2004, an increase of 6%.  
Fourth-quarter 2005 net income, in accordance with United
States Generally Accepted Accounting Principles (GAAP), was
$119.7 million, compared with $46.0 million for the corresponding
2004 period.  For the 12 months ended December 31, 2005, net
income was $236.2 million, compared with $161.0 million for the
same period a year earlier.  

GAAP net income for the fourth quarter of 2005 were negatively
impacted by a charge related to the write-down of the Company's
investment in Reliant Pharmaceuticals, which negatively impacted
net income by $2.7 million.  GAAP net income for the full year of
2005 were impacted by a restructuring charge, an equity loss in
the Company's investment in Western Life Sciences, a non-cash
write-down of assets and the write-off of inventory related to the
transaction with Kos Pharmaceuticals, Inc., in May 2005.  These
items negatively impacted 2005 GAAP net income by $60.6 million.   
In 2004, net income were impacted by an acquired research-and-
development charge associated with the acquisition of the
remaining interest in BNC-PHARMAPASS, a write-off of the Rondec
product rights, a write-down of Biovail's investment in Ethypharm,
an equity loss in the Company's investment in Western Life
Sciences and a gain on the sale of Cedax.  

"Biovail's record level of operating cash flows in the fourth
quarter and full-year 2005 has further solidified the Company's
financial position," said Biovail Chief Executive Officer Dr.
Douglas Squires.  "Given our strong base business, which has been
further enhanced by the recent launch of Ultram(R) ER, we are well
positioned to execute our long-term growth strategy.  To this end,
we are actively evaluating a number of complementary product and
company acquisition opportunities."

            Fourth-Quarter 2005 Financial Performance

Product revenues for the fourth quarter of 2005 were
$274.8 million, compared with $264.5 million in the fourth quarter
of 2004, a 4% increase that primarily reflects the positive
performance of Wellbutrin XL(R) and Cardizem(R) LA; partially
offset by declines in Biovail Pharmaceuticals Canada (BPC) and
Biovail's generics portfolio, as well as in Teveten revenues
following the May 2005 transaction with Kos.  Product revenues for
the 12 months ended December 31, 2005 were $884.3 million compared
with $837.1 million for the 12 months ended December 31, 2004.

Product revenues for Wellbutrin XL(R) were $137.7 million in the
fourth quarter of 2005, and $354.2 million in the full year of
2005, compared with $109.7 million and $317.3 million in the
corresponding periods in 2004.  In December 2005, Wellbutrin XL(R)
captured 58.5% of the new prescriptions written for the Wellbutrin
brand (including generics).

Revenues for Biovail's Zovirax franchise were $27.7 million in the
fourth quarter of 2005, and $95.9 million in the full year of
2005, representing a decrease of 10% and an increase of 27%,
respectively, when compared with $30.8 million and $75.5 million
in the prior-year periods.  Revenues in 2005 were favourably
impacted by a 3% increase in total prescription volume, a price
increase and a reduction in wholesaler inventory levels in 2004.  
In the fourth quarter of 2005, Zovirax Ointment and Zovirax Cream
held a combined 68.2% share of the U.S. topical herpes market, an
increase of 3.4 percentage points in market share versus fourth-
quarter 2004 levels.

Fourth-quarter 2005 revenues for Biovail Pharmaceuticals Canada
(BPC) were $27.4 million, compared with $29.7 million in the
prior year period.  BPC revenues for the full year of 2005 were
$99.5 million, compared with $101.9 million in the full year of
2004.  The key performance driver for BPC was the Tiazac(R) line
(including Tiazac(R) XC), where total prescription volume
increased 14% in the fourth quarter and 15% in the full year of
2005, relative to the corresponding periods in 2004.  Launched in
January 2005, Tiazac(R) XC continues to perform ahead of
expectations.  Also contributing in the fourth quarter of 2005 was
Glumetza(TM), a once-daily formulation of metformin that was
launched to Canadian physicians by the BPC sales force in November
2005.  Offsetting these growth drivers was a 38% decline in total
prescription volume for Wellbutrin(R) SR in the fourth quarter of
2005 versus the comparable 2004 period, as a result of the
availability of a generic formulation.  Looking forward, Biovail
received approval from Canada's Therapeutic Products Directorate
(TPD) in January 2006 for Wellbutrin XL(R) and initial trade
shipments commenced in March 2006.  Biovail anticipates the formal
launch of this product to Canadian physicians in April 2006.

In the third quarter of 2005, the litigation between RhoxalPharma
Inc. and Biovail concerning a generic formulation of Tiazac(R)
concluded with a decision in RhoxalPharma's favour.  It is
Biovail's understanding that the generic product became
commercially available in February 2006.  This event has not
impacted Biovail's ongoing conversion strategy for Tiazac(R) XC to
date, and has been considered in the Company's 2006 guidance.

In the U.S., Cardizem(R) LA generated revenues of $13.4 million in
the fourth quarter of 2005, compared with $10.3 million for the
corresponding period in 2004. In the full year of 2005,
Cardizem(R) LA generated revenues of $59.7 million, compared with
$53.6 million in the full year of 2004.  Biovail now manufactures
and supplies Cardizem(R) LA to Kos at contractually determined
prices that are in excess of 30% of their net selling prices.  The
amortization of deferred revenues associated with the May 2005
Kos transaction positively impacted Cardizem(R) LA revenues by
$3.8 million and $10.0 million in the fourth quarter and full year
of 2005, respectively.

The Teveten line, divested in May 2005 to Kos, generated
revenues of $6.4 million in the full year of 2005, compared with
$17.6 million in the prior-year period.  Biovail no longer has an
economic interest in Teveten.

Biovail's legacy products generated revenues of $35.0 million
for the fourth quarter of 2005, compared with $35.7 million in
the fourth quarter of 2004, representing a decrease of 2%.  In
the full year of 2005, legacy products generated revenues of
$133.4 million, compared with $121.6 million in the full year of
2004, an increase of 10%.  This performance is largely
attributable to price increases in 2005 and a reduction of
wholesaler inventory levels in 2004.  Partially offsetting factors
include the expected year-over-year declines in total prescription
volumes for these mature products, and the termination of the sub-
licensing agreement for Cedax in August 2004.  In November 2005,
Biovail announced its intention to pursue a spin-off of
substantially all of the Company's off-patent branded products to
its shareholders on a pro rata basis, either as a dividend in kind
or a return of capital.  The spin-off transaction is subject to a
number of conditions including, but not limited to, the
preparation, review and approval of an offering document
containing financial statements and other related disclosures
related to the performance of these products; satisfactory third-
party consents; and regulatory and shareholder approval, depending
on the form of the distribution.

Product revenue for Biovail's portfolio of generic products
(distributed by a subsidiary of Teva Pharmaceutical Industries
Ltd.) was $33.7 million in the fourth quarter of 2005, compared
with $43.1 million in the fourth quarter of 2004, a 22% decrease
that is largely attributable to weaker sales of generic Cardizem
CD and Adalat CC.  Full-year 2005 revenues were $135.2 million,
compared with $149.7 million in the prior-year period, a decrease
of 10%.  Total prescription volume for these products increased 7%
in the fourth quarter and 1% in the full year of 2005.

Research-and-development revenue decreased 5% in the fourth
quarter of 2005 to $6.7 million, and increased 45% to
$27.9 million for the full year of 2005, compared with the
corresponding periods of 2004.  The full-year increase in 2005
reflects a higher level of clinical research and laboratory
testing services provided to external customers by Biovail's
Contract Research Division.

Royalty and other revenue was $6.1 million in the fourth quarter
of 2005 and $23.3 million in the full year of 2005, compared with
$3.7 million and $22.8 million in the corresponding periods in
2004.  The increase reflects higher royalty income from our
economic interest in Tricor and Cardizem(R) CD, partially offset
by a decrease in royalties from branded Tiazac(R) sales.

Cost of goods sold for the fourth quarter of 2005 was
$53.6 million, compared with $63.9 million in the fourth quarter
of 2004. Gross margins based on product sales were 80.5% and 76.6%
in the fourth quarter and full year of 2005 compared with 75.9%
and 73.5% in the fourth quarter and full year of 2004.  Excluding
the $10.6 million in inventory charges incurred in the second
quarter of 2005 (related to Cardizem(R) CD and inventories of
Teveten and Cardizem(R) LA not purchased by Kos), gross margins
were 77.8% in the full year of 2005.

Research-and-development expenditures were $26.3 million for the
fourth quarter of 2005 and $88.4 million for the full year of
2005, compared with $18.5 million and $68.4 million for the
corresponding periods in 2004.  These increases reflect activity
within Biovail's product-development pipeline, including ongoing
development efforts for a novel once-daily formulation of
carvedilol, a combination product incorporating tramadol and
a long-acting, non-steroidal anti-inflammatory drug (NSAID),
combination products incorporating bupropion with other
anti-depressant agents, and Biovail's formulation of a bupropion
salt.  Based on the availability of new data, this formulation is
being further optimized, and a New Drug Application (NDA) filing
is now anticipated in mid-2006.  With respect to Wellbutrin XL(R),
GSK recently submitted applications for regulatory approval in
several European countries.

Selling, general and administrative (SG&A) expenses for the
fourth quarter and full year of 2005 were $53.1 million and
$227.4 million, respectively, compared with $72.0 million in the
fourth quarter of 2004, and $253.5 million in the full year of
2004.  The decreases reflect Biovail's restructured approach to
commercializing products in the U.S., and an associated reduction
in headcount in the Company's U.S. commercial operations group.

Amortization expense in the fourth quarter of 2005 was
$15.4 million, compared with $15.7 million in the fourth quarter
of 2004, a modest decrease that reflects the divestiture of the
Teveten products in May 2005.  In the full year of 2005,
amortization expense was $62.3 million, compared with
$64.7 million, a decrease that also reflects the final
amortization of Biovail's interest in generic omeprazole in the
first quarter of 2004.

               Specific Items Affecting Operations

In the fourth quarter of 2005, Biovail recorded a $2.7-million
charge related to the write down of the Company's investment in
Reliant Pharmaceuticals, a $0.4-million equity loss in the
Company's investment in the Western Life Sciences Fund, and a
$0.5-million adjustment to the write-down of the Company's
Nutravail assets.  In the full year of 2005, Biovail incurred a
$19.8-million restructuring charge, primarily related to severance
costs associated with the May 2005 realignment of the Company's
U.S. commercial operations.  The decision to divest the Company's
Nutravail division resulted in a $5.6-million non-cash write-down
of the carrying value of those assets, which is recorded in the
loss from discontinued operations.  In addition, the disposal of
the Teveten line resulted in a $25.8 million write-down of the
carrying value of these product rights to reflect their fair value
at the date of disposition.  Biovail also wrote off a $0.7 million
investment in convertible debentures of Procyon Biopharma Inc.
following the termination of the Fibrostat licensing agreement.
Additionally, $4.9 million of Cardizem(R) LA and Teveten inventory
not purchased by Kos was written-off to cost of goods sold in
2005.  Further, Biovail incurred a $1.2-million equity loss in
2005 related to the Company's investment in the Western Life
Sciences Fund.  In the fourth quarter of 2004, Biovail recorded a
$4.4-million charge related to the write off of the remaining
value of Rondec, a $37.8-million charge relating to the write-down
of the carrying value of the Company's investment in Ethypharm,
and a $4.1-million loss on an investment in Western Life Sciences.   
In the full year of 2004, Biovail also incurred an $8.6-million
acquired R&D charge related to the acquisition of the remaining
interest in BNC-PHARMAPASS, and a $1.5-million gain related to the
sale of the Cedax product rights.

                    Balance Sheet & Cash Flow

At the end of December 2005, Biovail's cash balances were
$445.3 million, with no outstanding borrowings under its revolving
term credit facility.  The Company's debt-to-equity ratio was 0.4
at the end of the fourth quarter of 2005, compared with 0.5 at
December 31, 2004.

Cash flows from continuing operations were $223.4 million in the
fourth quarter of 2005 and $501.9 million in full year of 2005,
representing growth of 99% and 80% compared with $112.1 million
and $279.6 million in the corresponding periods of 2004.  Net
capital expenditures amounted to $13.7 million in the fourth
quarter of 2005 and $37.8 million in the full year of 2005,
compared with $7.8 million in the fourth quarter of 2004 and
$28.0 million in the full year of 2004.  The increases reflect the
ongoing expansion of the Company's Steinbach manufacturing
facility, which Biovail expects to complete in 2006.

Biovail Corporation -- http://www.biovail.com/-- is a specialty
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture and commercialization of
pharmaceutical products utilizing advanced drug-delivery
technologies.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services revised its outlook on
Mississauga, Ontario-based Biovail Corp. to stable from negative
and affirmed its 'BB+' long-term corporate credit rating on
Biovail.  


BORLAND SOFTWARE: Late 10-K Filing Prompts Nasdag Delisting Notice
------------------------------------------------------------------
Borland Software Corporation (NASDAQ:BORL) received a notice from
the staff of The Nasdaq Stock Market stating that Borland is not
in compliance with Marketplace Rule 4310(c)(14) because it has not
timely filed its Annual Report on Form 10-K for the year ended
Dec. 31, 2005.  The notice is automatically generated by Nasdaq
and indicated that due to such noncompliance, Borland's common
stock will be subject to delisting.

Borland intends to request a hearing before a Nasdaq Listing
Qualifications Panel to appeal the Nasdaq staff's determination.  
The hearing request will automatically stay the delisting of
Borland's common stock pending the Panel's decision.  There can be
no assurance, however, that the Panel will grant Borland's request
or that Borland's common stock will not be delisted.

Borland and its audit committee are working diligently to finalize
and file the 2005 Form 10-K as promptly as possible.

                          About Borland

Based in Cupertino, California, Borland Software Corporation --
http://www.borland.com/-- is the global leader in platform  
independent solutions for Software Delivery Optimization.  Founded
in 1983, the Company provides the software and services that align
the people, process, and technology required to maximize the
business value of software.


BURLINGTON COAT: Moody's Junks Proposed Unsecured Notes' Rating
---------------------------------------------------------------
Moody's Investors Service changed Burlington Coat Factory
Warehouse Inc.'s rating on its proposed senior unsecured notes to
Caa1 from B3 and affirmed the corporate family, senior secured
term loan, and speculative grade liquidity ratings following the
company's announcement that it had revised the capital structure
that will finance the pending acquisition of the company by
affiliates of Bain Capital Partners.  

The downgrade reflects the $125 million increase in the senior
secured term loan that is structurally ahead of the senior
unsecured notes.  In addition, the revised capital structure
eliminates the proposed $200 million of senior subordinated notes
resulting in the senior unsecured notes becoming the most junior
level of debt in the capital structure.

The amount of senior unsecured notes being offered has been
increased by $75 million to $375 million from $300 million.  The
corporate family and speculative grade liquidity ratings are being
affirmed given the company's business and competitive position
remain unchanged as well as the immaterial impact of the new
capital structure on liquidity and credit metrics.

The rating outlook is stable.

This rating is changed:

   * $375 million of senior unsecured guaranteed notes to Caa1
     from B3.

These ratings are affirmed:

   * Corporate family rating at B2,

   * $900 million senior secured term loan at B2,

   * Speculative grade liquidity rating at SGL-2.

This rating is withdrawn:

   * $200 million senior subordinated notes at Caa1.

The key drivers of the corporate family rating and stable outlook
are:

   1) the weak financial metrics of Burlington Coat Factory pro-
      forma for the transaction;

   2) the company's competitive position in the industry;

   3) financial policies which favor shareholders;

   4) the high business risk of the specialty retail industry;

   5) its well recognized brand name; and

   6) its solid ability to offer off-price apparel.

A positive outlook could be assigned should operating performance
improve causing Debt/EBITDA to be sustained below 6.0x and
FCF/Debt to be sustained above 5.0%.  Negative rating pressure
would develop should Debt/EBITDA rise to 6.75x or should the
company's liquidity deteriorate.

The senior unsecured notes are notched down by two as a result of
the dominant amount of secured debt in the revised capital
structure; an $800 million unrated asset based revolving credit
facility and a $900 million senior secured term loan.  In
addition, the two notch differential reflects the senior unsecured
notes position as the most junior debt in the capital structure.  
The proposed $900 million senior secured term loan is rated at the
corporate family rating reflecting the enterprise value multiple
needed to fully cover the term loan as well as the value of the
assets securing the term loan facility, particularly the portfolio
of owned real estate.

Burlington Coat Factory Warehouse Inc., headquartered in
Burlington, New Jersey, is a nationwide off price apparel retailer
that operates approximately 367 stores in 42 states under the
nameplates of Burlington Coat Factory, Cohoes, MJM, and Baby
Depot.  Revenues for the LTM period ended Nov. 26, 2005 were
approximately $3.4 billion.


CABLEVISION SYSTEMS: DBRS Confirms B(Low) Rating on Senior Notes
----------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of CSC
Holdings, Inc., at BB (low), B (high), and B, and its parent,
Cablevision Systems Corporation, at B (low).  The trends are
Stable. With this action, the ratings are removed from "Under
Review with Developing Implications".

Rating action:

   * CSC Holdings, Inc. -- Bank Debt Confirmed BB (low)

   * CSC Holdings, Inc. -- Senior Notes and Debentures
        Confirmed B (high)

   * CSC Holdings, Inc. -- Subordinated Notes, Debentures
        Confirmed B

   * Cablevision Systems Corporation Senior Notes
        Confirmed B (low)

The confirmation of Cablevision's ratings is a result of the
completion of its plans to pay a $3 billion special dividend
payment to shareholders, which will be principally financed from
proceeds that were drawn from its new $5.5 billion credit
facility.  This revised plan remains within DBRS's original
expectations when DBRS had downgraded Cablevision's ratings based
on the Company's expected leveraged dividend payment.

DBRS's review began on Dec. 19, 2005, after the Company announced
a bank covenant violation that immediately halted its dividend
payment plans at that time.  This violation was subsequently
resolved but DBRS's review continued pending an outcome of the
Company's renewed intentions to pay a special dividend.

DBRS acknowledges that Cablevision's financing for its special
dividend has led to a significant increase in leverage at the CSC
Holdings level, which is mainly supported by the Company's cable
operations.  However, despite leverage being high with gross debt-
to-EBITDA of over 6.0 times, Cablevision's ratings are supported
by its strong cable franchise -- with roughly 3 million basic
subscribers -- that leads the industry in many operating metrics
including generating EBITDA margins near 40% and over $100 per
month in average revenue per user.


CALPINE CORP: NY Court Approves KPMG LLP as Tax & Risk Consultant
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court of the Southern District
of the New York to employ KPMG LLP as their tax and risk advisory
consultants and advisors, nunc pro tunc to Dec. 20, 2005.

KPMG LLP is the United States-based member firm of KPMG
International, a Swiss cooperative of member firms, each a
separate legal entity, located worldwide.  KPMG provides tax,
audit and advisory services to multi-national clients in a variety
of industries, including the energy and power generation industry.

KPMG has provided prepetition tax consulting and advisory
services to the Debtors since 2001, including tax provision
assistance, international tax consulting, transfer pricing
analysis and documentation and sales and use tax compliance and
consulting.  With these transactions, KPMG is familiar with the
books, records, financial information and other data the Debtors
maintain.

Pursuant to a letter agreement, KPMG has agreed to provide, among
other things, tax advisory, tax compliance and tax provision
assistance services to the Debtors.  KPMG has also agreed to
provide risk advisory services to the Debtors pursuant to three
separate letter agreements.

Except for the Debtors' indemnification obligations, the Court
rules that neither KPMG LLP nor the Debtors will be liable to the
other party for any actions, damages, claims, liabilities, costs,
expenses or losses in any way arising out of or relating to the
services performed under the Engagement Letters for an aggregate
amount in excess of the fees paid or owing to KPMG for services
rendered by KPMG under the Engagement Letter.  

However, the limitation of liability will not apply to actions,
damages, claims, liabilities, costs, expenses or losses that are
finally judicially determined by a court of competent jurisdiction
to have primarily resulted from the bad-faith, self-dealing,
breach of fiduciary duty, gross negligence or willful misconduct
of KPMG.

As tax consultants and advisors, KPMG is expected to provide these
services:

   a) General tax consulting and advisory services, including:

      (1) review of and assistance in the preparation and filing
          of any tax returns;

      (2) advice and assistance to the Debtors regarding tax
          planning issues, including assistance in estimating net
          operating loss carry forwards, international taxes, and
          state and local taxes;

      (3) assistance regarding transaction taxes, state and local
          sales and use taxes;

      (4) assistance regarding tax matters related to the
          Debtors' pension plans;

      (5) assistance regarding real and personal property tax
          matters, including review of real and personal property
          tax records, negotiation of values with appraisal
          authorities, preparation and presentation of appeals to
          local taxing jurisdictions and assistance in litigation
          of property tax appeals;

      (6) assistance regarding any existing or future Internal
          Revenue Service, state and local tax examinations; and

      (7) advice and assistance on the tax consequences of
          proposed plans of reorganization, including, assistance
          in the preparation of IRS ruling requests regarding the
          future tax consequences of alternative reorganization
          structures.

   b) Assistance regarding tax provision services, including:

      (1) gathering the necessary financial information and
          compiling and reviewing tax provision schedules;

      (2) the identification and computation of temporary and
          permanent differences; and

      (3) reviewing changes in the consolidated current and
          deferred liability tax accounts.

   c) Assisting with income tax compliance matters, including
      preparing federal and state corporate tax returns and
      supporting schedules for the Debtors' 2005 tax year.

   d) Assisting with sales/use and local tax return compliance
      matters.

   e) Assisting with sales and use tax refund analysis for the
      Debtors' Texas facilities, including reviewing prior
      claims and preparing these for refund packages and
      assisting in the processing through the exhaustion of the
      administrative appeals process.

The Debtors propose to pay KPMG as tax advisors in accordance
with the firm's standard hourly rates, discounted at 15% for
Washington National and 25% for all other professionals:

                                         Standard    Discounted
   Professional                          Rate        Rate
   ------------                          --------    ----------
   Washington National Tax Partner         $808         $700
   Washington National Tax Sr. Manager     $725         $630
   Partner                                 $808         $630
   Tax Managing Director                   $781         $610
   Senior Manager                          $725         $560
   Manager                                 $530         $410
   Senior Associates                       $362         $280
   Associates                              $335         $260

With respect to KPMG's work relating to Sales and Use Tax Refund
Analysis for the Debtors' Texas facilities, the Debtors will pay
KPMG on a contingency basis, where KPMG will receive 25% of any
benefits the Debtors receive.

As risk advisors, KPMG is expected to assist in:

   (a) documenting the Company's internal control over financial
       reporting -- ICOFR -- including planning and scooping
       assistance, internal control framework gap analysis, gap
       analysis comparisons to control reference sources, and
       remediation assistance;

   (b) the design of controls based on the results of
       documentation and gap analysis;

   (c) performing tests of the design and operating effectiveness
       of the Company's ICOFR; and

   (d) evaluating the effectiveness of management's internal
       accounting and operational controls through the
       performance of specified internal audits on behalf of the
       Company's Audit Committee.

The Debtors propose to pay KPMG as risk advisors at these hourly
rates:

     Professional                 Rate
     ------------                 ----
     Partner                   $375 - $400
     Director/Senior Manager   $300 - $330
     Manager                   $250 - $275
     Senior Associate          $185 - $200
     Associate                 $175 - $190

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

                       About Calpine Corp.

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


CALPINE CORP: Court Approves Deloitte Tax as Tax Service Providers
------------------------------------------------------------------
Calpine Corp. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Deloitte Tax LLP as their tax
service providers, nunc pro tunc Dec. 20, 2005.

Deloitte Tax is expected to:

   (a) consult with the Debtors regarding federal and state income
       tax matters;

   (b) advise and assist the Debtors regarding U.S. and
       foreign tax matters on Calpine's International Operations;

   (c) assist the Debtors related to sales and use tax matters;

   (d) assist the Debtors relating to the ongoing audit by the
       Internal Revenue Service of the Debtors' tax returns for
       the periods ending Dec, 31, 2000 to 2004 and with certain
       other Federal and State audit, assessment, or tax
       examination matters;

   (e) assist the Debtors with property tax matters;

   (f) assist the Debtors with various international assignment
       services; and

   (g) advise and assist the Debtors with the entity
       rationalization and simplification project.

Guy S. Johnson, partner at Deloitte Tax, discloses that the Firm's
professionals bill:

     Professional                        Hourly Rate
     ------------                        -----------
     Partner, Principal or Director      $448 to $755
     Senior Manager                      $371 to $605
     Manager                             $322 to $378
     Tax Senior                          $224 to $294
     Tax Staff                           $161 to $217
     Paraprofessionals                   $105 to $140

The services related to the Domestic Tax Services, the
International Tax Matters, and the IRS Audit and State and Local
Audit Assistance will be billed on a time and materials basis
using discounted hourly rates -- 70% of standard billing rates or
a 30% discount -- plus reasonable expenses.

The consulting tax services for the California sales and use tax
audits are billed on a time and materials basis using discounted
hourly rates -- 70% of standard billing rates -- plus reasonable
expenses.  The consulting tax services for all other states' sales
and use tax audits are to be billed on a time and materials basis
using discounted hourly rates -- 60% of standard billing
rates -- plus reasonable expenses.  The preparation and review of
returns in connection with the Sales and Use Tax Services will be
billed at $90 per return.

Consulting tax services with regard to the Property Tax Matters
will be billed on a time and materials basis using discounted
hourly rates -- 60% of standard billing rates -- plus reasonable
expenses.  Compliance tax services related to the Property Tax
Matters will also be billed on a time and materials basis using a
rate of $200 per hour, plus reasonable expenses.

In addition to other potential charges, each U.S. federal income
tax return prepared will cost between $1,350 and $2,000.  Each
state and local income tax return will cost $550.

These hourly rates will apply to additional services, including
consulting services, related to the Expatriate Services rendered
in the United States:

             Professional               Hourly Rate
             ------------               -----------
             Partner                       $500
             Senior Manager                $450
             Manager                       $400
             Senior                        $350
             Consultant                    $300

With regard to services provided in connection with the project
on Entity Rationalization and Simplification Matters, these tax
services will be billed on a time and materials basis using
discounted hourly rates -- 70% of standard billing rates for
local professionals.  For National professionals, tax services
will be billed at 100% standard billing rate.  Reasonable
expenses associated with these services will also be billed as
incurred.

                       Expatriate Services

Certain foreign member firms of Deloitte Touche Tohmatsu, a Swiss
Verein of which Deloitte & Touche USA LLP, an affiliate of
Deloitte Tax, is a member, may be needed in Mexico or Canada to:

   -- prepare home/host country tax returns for eligible
      expatriates;

   -- conduct meetings in home/host country with eligible
      expatriates, where reasonable, to discuss local tax issues;
      and

   -- when applicable, calculate estimated foreign tax payments.

Fees incurred and expenses associated with expatriate services
will be included in Deloitte Tax' fee applications.  The Debtors
anticipate the services to be performed by the DTT Member Firms
and billed to the Debtors to reach $100,000.

Mr. Johnson assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and as required by Section 327(a).  Deloitte Tax holds no
interest adverse to the Debtors or
their estates for the matters for which Deloitte Tax is to be
employed and has no connection to the Debtors, their creditors or
their related parties.

                       About Calpine Corp.

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


CALPINE CORP: Wants to Extend Lease Decision Period by 90 Days
--------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend by 90 days
within which they may assume or reject unexpired leases of
nonresidential real properties.

The Debtors are currently parties to over 400 leases of
nonresidential real property that have not been the subject of a
notice of assumption or rejection under their Chapter 11 cases.  
The unexpired leases include:

     * oil and gas mineral leases,
     * geothermal mineral leases,
     * office leases,
     * ground leases for power generation facilities,
     * facility leases for power generation facilities,
     * oil and gas pipeline leases and
     * construction lay-down leases.

The unexpired leases are critical to the operation of the
Debtors' businesses and, in particular, the continued operation
of their fleet of power generation facilities.  Significantly,
many of the Debtors' power generation facilities, from which the
Debtors conduct a significant portion of their business
operations, are either leased facilities or are located on
premises that are subject to certain of the unexpired leases.

Since Dec. 20, 2006, the petition date, the Debtors have been
called to respond to several complex issues to stabilize their
operations and ensure the continuing viability of their
businesses.  In addition, the Debtors have been expending
substantial time and resources litigating several contested
matters.  These contested matters have taken up the Debtors' time
and limited resources and have delayed the Debtors' and their
management's ability to analyze and determine whether assumption
or rejection is appropriate for each of their numerous
nonresidential real property leases.

Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in New York,
relates that notwithstanding the work at hand, the Debtors have
begun to evaluate their nonresidential real property lease
portfolio and have already rejected some burdensome
nonresidential real property leases.  However, the Debtors
believe that an extension of 90 days is needed to complete their
evaluation.

At this stage of the Debtors' complex reorganization cases, Mr.
Spiegel says a premature rejection of the Unexpired Leases may
harm the Debtors' estates by resulting in the loss of Unexpired
Leases that may be essential to the Debtors' business operations
and reorganization.  On the other hand, the premature assumption
of any of the Unexpired Leases may harm the estates by requiring
the Debtors to cure prepetition claims before a thorough
evaluation is conducted.

Mr. Spiegel notes that the three conditions in the case In re
Wedtech Corp. under which an extension may be granted are met in
the Debtors' cases:

     * The unexpired leases are important assets of the estate
       and cover a wide range of property interests, including
       the corporate headquarters, office space, mineral
       interests, and power generation facilities;

     * The reorganization cases are large and complex and involve
       over 270 separate Debtor entities, many of which are
       parties to the unexpired leases and all of which have been
       involved in numerous complex matters critical to their
       reorganization since the Petition Date; and

     * The Debtors have had insufficient time to fully appraise
       the value of each unexpired lease as they have focused on
       efforts to keep their fleet of power generation facilities
       operating.

Mr. Spiegel assures the Court that the lessors under the
unexpired leases will not be prejudiced by the extension because
the Debtors have performed and will continue to perform in their
undisputed post-Petition Date obligations under unexpired leases.  
Moreover, he says any lessor may request that the Court fix an
earlier date by which the Debtors must assume or reject its lease
in accordance with Section 365(d)(4) of the Bankruptcy Code.

                       About Calpine Corp.

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


CHATTEM INC: Earns $11.5M of Net Income in First Fiscal Quarter
---------------------------------------------------------------
Chattem, Inc. (NASDAQ: CHTT), disclosed its financial results for
the first fiscal quarter ended February 28, 2006.

Total revenues for the first quarter of fiscal 2006 were a record
$84.0 million compared to total revenues of $71.5 million in the
prior year quarter representing a 17% increase.  Total revenues
increased 23% over the prior year quarter excluding sales of
pHisoderm, which was divested in 2005 from the first quarter of
fiscal 2005.  

"We are extremely pleased with our 23% increase in year-over-year
sales," commented Zan Guerry, the Company's Chairman and Chief
Executive Officer.  "This strong increase was driven by a positive
initial sell-in of our new products, including Icy Hot(R) Pro-
Therapy(TM) and Selsun(R) Salon(TM), and strong sales from
existing products such as Gold Bond Ultimate(R) Healing Lotion and
Dexatrim(R) Max(TM).  We are excited about the potential of our
new products and the positive momentum of our base business at
retail.  Importantly, during the first quarter, retail movement of
our key brands, as measured by A.C. Nielsen and account level
point of sale data for the 13 week period ending February 25,
2006, was stronger than net sales, registering an estimated 9%
increase.  This positive retail sales movement has translated into
strengthened factory sales thus far in the second quarter.  We
will have clearer visibility into the performance of our new
products when consumer take-away trends surface in mid 2006."

Net income for the first quarter of fiscal 2006 was $14.8 million,
up 70%, compared to net income of $8.7 million in the prior year
quarter.  Net income in the first quarter of fiscal 2006 included:

   -- a pre-tax gain of $8.6 million related to a recovery, net of
      legal expenses, in the Dexatrim litigation settlement;

   -- a $2.8 million pre-tax loss on early extinguishment of debt
      related to the redemption of the Company's floating rate
      senior notes; and

   -- $0.9 million of employee stock option expenses under FAS
      123R after taxes.

Net income in the first quarter of fiscal 2005 included a
$2.8 million pre-tax charge relating to costs of the Dexatrim
litigation settlement after taxes.  As adjusted to exclude these
items, net income in the first quarter of fiscal 2006 was
$11.5 million, up 10%, compared to $10.5 million in the prior year
quarter and earnings per share were $0.59, up 16%, compared to
$0.51 in the prior year quarter.

Key Financial Highlights

   -- gross profit margin for the first quarter of fiscal 2006 was
69.0%, compared to 71.7% in the prior year quarter.  The decline
was largely attributable to the launch of Icy Hot Pro-Therapy,
which has lower gross margins than the Company's other products.

   -- advertising and promotion expense for the first quarter of
fiscal 2006 increased to $27.2 million from $20.4 million in the
prior year quarter, due primarily to increased spending to support
the Company's new product launches.  Advertising and promotion
expense as a percentage of total revenues was 32.4% for the first
quarter of fiscal 2006, as compared to 28.5% in the prior year
quarter.

   -- selling, general and administrative expenses (SG&A) for the
first quarter of fiscal 2006 decreased to $11.6 million from $11.9
million in the prior year quarter.  The decrease was attributable
to lower compensation expense in the current period reflecting
restricted stock grants in the prior year quarter, offset in part
by share-based payment expense under FAS 123R and higher freight
costs in the current period.  SG&A as a percentage of total
revenues for the first quarter of fiscal 2006 decreased to 13.8%,
as compared to 16.6% in the prior year quarter.

   -- the Company's effective tax rate for the first quarter of
fiscal 2006 was 34%.

   -- the Company's interest expense decreased $0.7 million, or
18.6%, in the first quarter of fiscal 2006 as compared to the
prior year quarter reflecting the impact of the previously
announced refinancing transactions.

   -- in the first quarter of fiscal 2006, the Company repurchased
275,000 shares of its common stock at an average cost of $36.84
per share, or $10.1 million in the aggregate.  A total of $19.9
million remained available as of February 28, 2006 under the
Company's previously announced $30.0 million board authorized
stock repurchase program.

   -- International revenues decreased 6.7% in the first quarter
of fiscal 2006 to $5.6 million from $6.0 million in the prior year
quarter, primarily due to the reduction of sales as a result of
the divestiture of pHisoderm at the end of fiscal 2005 and the
suspension of distribution in a single European market in mid
2005, partially offset by the successful introductions of Icy Hot
in Canada and Mexico.

                          2006 Outlook

The Company expects total revenues to be in the range of
$315 million to $330 million for fiscal 2006, unchanged from
previous guidance.  The Company expects its growth in total
revenues to be driven by the previously announced new product
launches, which include Icy Hot Pro-Therapy, Selsun Salon,
Dexatrim Max2 0(TM), BullFrog Mosquito Coast, Garlique
CardioAssist, Capzasin(R) Back & Body Patch and Pamprin Max.

Headquartered in Chattanooga, Tennessee, Chattem Inc. manufactures
and markets a variety of branded consumer products, including
over-the-counter healthcare products and toiletries and skin care
products.  The Company's products include Gold Bond medicated
powder, Icy Hot topical analgesic, Dexatrim appetite suppressant,
and Bullfrog sunblock.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services revised its outlook on Chattem
to positive from stable.  At the same time, Standard & Poor's
affirmed its ratings on the Company, including its 'BB-' corporate
credit rating.  


CHATTEM INC: Recovers $8.75 Mil. from Delaco's Settlement Trust
---------------------------------------------------------------
Chattem Inc. received $8.75 million from a settlement trust
established under The Delaco Company's bankruptcy plan.  The U.S.
Bankruptcy Court for the Southern District of New York confirmed
Delaco's plan on February 17, 2006, and effectively released the
Company from liability for all Dexatrim PPA products liability
cases with injury dates prior to December 21, 1998.  

Delaco is successor by merger to Thompson Medical Company, Inc.
and the company from which Chattem acquired the Dexatrim(R) brand
in 1998.  Chattem was named in various lawsuits for personal
injury and wrongful death allegedly due to use of Dexatrim
products.  The settlement trust was created in February to resolve
the lawsuits.  Chattem's insurers and the product manufacturer
funded a total of $70.9 million into a settlement trust.  All
lawsuits have been settled after plaintiffs were paid a total of
$56.0 million.

Headquartered in Chattanooga, Tennessee, Chattem Inc. manufactures
and markets a variety of branded consumer products, including
over-the-counter healthcare products and toiletries and skin care
products.  The Company's products include Gold Bond medicated
powder, Icy Hot topical analgesic, Dexatrim appetite suppressant,
and Bullfrog sunblock.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services revised its outlook on Chattem
to positive from stable.  At the same time, Standard & Poor's
affirmed its ratings on the Company, including its 'BB-' corporate
credit rating.


CHELSEA INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chelsea Investments LLC
        dba Howard Johnson Inn
        33790 Essendene Avenue
        Abbotsford, B.C. V2S 2H2
        Canada

Bankruptcy Case No.: 06-00737

Type of Business: The Debtor operates a hotel located
                  in Spokane, Washington.

Chapter 11 Petition Date: April 6, 2006

Court: Eastern District of Washington

Debtor's Counsel: Steven Schneider, Esq.
                  Murphy, Bantz & Bury, P.S.
                  818 West Riverside, Suite 631
                  Spokane, Washington 99201
                  Tel: (509) 838-4458
                  Fax: (509) 838-5466

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Howard Johnson International                    $212,000
1 Sylvan Way
Parsippany, NJ 07054

Washington State Department of Revenue          $182,664
P.O. Box 34052
Seattle, WA 98124

Washington State Department of Labor &           $28,796
Industries
P.O. Box 44835
Olympia, WA 98504

City of Spokane                                   $9,979

Avista                                            $9,472

XO Communications                                 $4,490

RTI Fitness                                       $2,500

United Communications System                      $2,499

Cintas Corp.                                      $2,325

Culligan                                          $2,137

Harmon Glass                                      $2,150

Comcast                                           $2,100

Travelers Discount Guide                          $1,785

Moore Wallace                                     $1,723

Spokane Regional CVB                              $1,100

OTIS                                                $754

TYCO/Simplex                                        $320

Galloway Company                                    $268

USA Today                                           $258

Northwest Laundry Supply                            $253


CSC HOLDINGS: DBRS Confirms Ratings After $3BB Dividend Payment
---------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of CSC
Holdings, Inc., at BB (low), B (high), and B, and its parent,
Cablevision Systems Corporation, at B (low).  The trends are
Stable. With this action, the ratings are removed from "Under
Review with Developing Implications".

Rating action:

   * CSC Holdings, Inc. -- Bank Debt Confirmed BB (low)

   * CSC Holdings, Inc. -- Senior Notes and Debentures
        Confirmed B (high)

   * CSC Holdings, Inc. -- Subordinated Notes, Debentures
        Confirmed B

   * Cablevision Systems Corporation Senior Notes
        Confirmed B (low)

The confirmation of Cablevision's ratings is a result of the
completion of its plans to pay a $3 billion special dividend
payment to shareholders, which will be principally financed from
proceeds that were drawn from its new $5.5 billion credit
facility.  This revised plan remains within DBRS's original
expectations when DBRS had downgraded Cablevision's ratings based
on the Company's expected leveraged dividend payment.

DBRS's review began on Dec. 19, 2005, after the Company announced
a bank covenant violation that immediately halted its dividend
payment plans at that time.  This violation was subsequently
resolved but DBRS's review continued pending an outcome of the
Company's renewed intentions to pay a special dividend.

DBRS acknowledges that Cablevision's financing for its special
dividend has led to a significant increase in leverage at the CSC
Holdings level, which is mainly supported by the Company's cable
operations.  However, despite leverage being high with gross debt-
to-EBITDA of over 6.0 times, Cablevision's ratings are supported
by its strong cable franchise -- with roughly 3 million basic
subscribers -- that leads the industry in many operating metrics
including generating EBITDA margins near 40% and over $100 per
month in average revenue per user.


DANIEL DOHERTY: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Daniel G. Doherty, Sr.
        63 Carver Road
        West Wareham, Massachusetts 02576

Bankruptcy Case No.: 06-10840

Chapter 11 Petition Date: April 4, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  P.O. Box 850973
                  222 Forbes Road, Suite 208
                  Braintree, Massachusetts 02185
                  Tel: (781) 849-1136
                  Fax: (781) 848-9055

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gilbert Couto                 Loan 9/3/2004              $50,000
25 Alexander Street
Wareham, MA 02571

Funding Services Trust LLC    Execution levied           $42,693
c/o George Miller, Esq.       & suspended on
1550 Falmouth Road            Jan. 27, 2006 at
Centerville, MA 02632         Barnstable Deeds
                              Book 32130 Page
                              228 on various
                              parcels.

Town of Wareham               Tax                        $15,840

Bank of America               2003 Ford Mustang          $10,000
                              motor vehicle
                              loan dated 2004
                              Value of security:
                              $8,000

Chase                         Line of credit              $7,289

American Express              Revolving credit            $6,600

G.A.F. Engineering            Engineering services        $6,000
                              2003

GEMB/Aquavantage              Solar energy heater         $5,088
                              June 2004

CitiFinancial Services        Revolving credit            $4,699

CitiFinancial Retail          Revolving credit            $4,447

Allied Waste Services         Rubbish removal             $4,368
                              2005

CitiBank - Retail Services    Revolving credit            $3,978
                              opened September 2003

Allied Waste Services         Rubbish removal             $3,700
                              2005

GEMB/Lowes                    Revolving credit            $1,880
                              opened July 2002

Sears                         Revolving credit              $529

St. Petersburg Medical        Emergency room                 $50
Center                        2003

Capital One Bank              Revolving credit               $20


DARLING INTERNATIONAL: Inks New $175 Million Credit Facility
------------------------------------------------------------
Darling International Inc. (Amex: DAR) entered into a new
credit agreement with new lenders effective April 7, 2006.  The
refinancing replaces the prior credit agreement executed in April
2004.  The new credit agreement provides for $175 million in
financing facilities, including:

   * a $50 million term loan facility which will be amortized at
     $5 million a year over a six-year term and

   * a $125 million revolver facility for a five-year term which
     provides a $35 million letter of credit sub-facility.

The refinancing provides Darling with increased liquidity and
financial flexibility:

   * to complete its acquisition of the assets of National
     By-Products, which the Company expects to close in the second
     quarter, and

   * to retire the Company's senior subordinated notes.  

Additional benefits that Darling expects to realize from the
refinancing include:

   * lower interest rates,

   * an extended term, fewer restrictions on investments, and

   * improved flexibility for paying dividends or repurchasing
     stock, all of which are subject to the terms of the new
     facility.

Headquartered in Irving, Texas, Darling International Inc. --
http://www.darlingii.com/-- is the largest publicly traded, food   
processing by-products recycling company in the United States.  
The Company recycles used restaurant cooking oil and by-products
from the beef, pork and poultry processing industries into useable
products such as tallow, feed-grade fats and meat and bone meal.  
These products are primarily sold to animal feed and oleo-chemical
manufacturers around the world.  In addition, the Company provides
grease trap collection services and sells equipment to
restaurants.

Moody's Investors Service assigned a B2 rating to Darling
International's Subordinated Debt and a Ba3 rating to its bank
facilities in Aug. 1995.


DELOCO COMPANY: Plan Settlement Trust Makes Distribution
--------------------------------------------------------
Chattem Inc. disclosed in a regulatory filing that it received
$8.75 million from a settlement trust established under The Delaco
Company's bankruptcy plan.  The U.S. Bankruptcy Court for the
Southern District of New York confirmed Delaco's plan on February
17, 2006, and effectively released Delaco from liability for all
Dexatrim PPA products liability cases with injury dates prior to
December 21, 1998.  

Delaco is successor by merger to Thompson Medical Company, Inc.
and the company from which Chattem acquired the Dexatrim(R) brand
in 1998.  Chattem was named in various lawsuits for personal
injury and wrongful death allegedly due to use of Dexatrim
products.  The settlement trust was created in February to resolve
the lawsuits.  Chattem's insurers and the product manufacturer
funded a total of $70.9 million into a settlement trust.  All
lawsuits have been settled after plaintiffs were paid a total of
$56.0 million.

The Delaco Company, a leading over-the-counter pharmaceutical drug
company whose major products have included SlimFast and Dexatrim,
filed for chapter 11 protection on February 12, 2004 (Bankr.
S.D.N.Y. Case No. 04-10899) estimating more than $100 million in
assets and unknown debts arising from personal injury and wrongful
death suits.  Laura Engelhardt, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents the Debtor.  


DELPHI CORP: Court Okays $7.5 Million Shanghai Delco JV Sale
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to sell
their interest in Shanghai Delco Electronics & Instrumentation
Company Ltd. to Shanghai Agriculture, Industry & Commerce Group
Changjiang General Corporation and its senior manager, Yang Yi.

Delphi Electronics (Holding) LLC and Changjiang General
Corporation established Shanghai Delco in 1995.  Shanghai Delco is
a company incorporated in the People's Republic of China.  
Shanghai Delco produces instrument clusters for automobiles.
Delphi and Changjiang each owns 50% of Shanghai Delco's equity.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, related that Delphi Electronics
has de-emphasized its focus on the instrument clusters product
line as part of its ongoing product portfolio process.  Thus, the
sale will allow Delphi Electronics to exit the joint venture at a
time when it is limiting its investment in cluster technology and
competing global automotive component suppliers have entered the
Asian region, Mr. Butler explains.

                        Marketing Process

Over the course of three years, Delphi Electronics approached
nearly 20 potential buyers for its equity interest in Shanghai
Delco.  Although several prospects expressed early interest to
the point of making non-binding offers, all subsequently withdrew
after further discussions or due diligence.  Delphi Electronics
also worked with three Asian-based investment bankers to help
identify other potential buyers.  However, the regional
investment bankers declined due to their perceptions about the
feasibility and profitability and difficulty of finding a buyer.

In 2005, Delphi Electronics began discussing in earnest the sale
of its equity interest to its joint venture partner and its
senior manager.  Over the course of several months, Delphi
Electronics negotiated the economic and legal terms of the
Transaction with the Purchasers.  After careful evaluation,
Delphi Electronics decided that the sale to the Purchasers was
the best alternative.

The Debtors finalized with the Purchasers the terms of the
Transaction reflected by a Transfer Agreement.

                            Sale Terms

The Purchasers agree to pay $7,500,000 to Delphi Electronics for
its equity interest in Shanghai Delco:

   -- $3,750,000 will be payable on closing;

   -- $3,000,000 will be payable within 12 months from closing;
      and

   -- $750,000 will be made within 24 months from closing.

Changjiang will acquire 45% of the equity interest in SDE from
Delphi Electronics for $6,750,000.  Mr. Yang Yi will acquire 5%
of the equity interest for $750,000.

According to Mr. Butler, the parties anticipate that the
Transaction will be completed by June 2006.

                         About Delphi Corp

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 Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Court Okays KPMG LLP as Tax Advisor
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to employ
KPMG LLP as one of their tax and transaction services advisors,
nunc pro tunc to Oct. 8, 2005.

As reported in the Troubled Company Reporter on March 8, 2006,
KPMG will perform tax advisory and consulting services for the
Debtors under these engagement letters:

   (a) Engagement Letter for international tax process
       improvement project assistance dated May 24, 2005, as
       revised on Aug. 31, 2005, and Sept. 12, 2005;

   (b) Engagement Letter for certain tax consulting services
       dated March 1, 2005, as amended by letter dated May 23,
       2005;

   (c) Engagement Letter for international executive services
       dated Oct. 5, 2004, as amended on Nov. 3, 2004; and

   (d) Engagement Letter for acquisition and due diligence
       services dated Jan. 23, 2006.

KPMG's tasks will fall under three categories:

  (1) Tax Advisory and Consulting Services

      -- review of and assistance in the preparation and filing
         of any tax returns;

      -- advice and assistance to the Debtors regarding tax
         planning issues, including but not limited to assistance
         in estimating net operating loss carryforwards,
         international taxes, and state and local taxes;

      -- assistance regarding transaction taxes and state and
         local sales and use taxes;

      -- assistance regarding tax matters related to the Debtors'
         pension plans;

      -- assistance regarding real and personal property tax
         matters, including but not limited to review of real and
         personal property tax matters, negotiation of values
         with appraisal authorities, preparation and presentation
         of appeals to local taxing jurisdictions, and assistance
         in litigation of property tax appeals;

      -- assistance regarding any existing or future Internal
         Revenue Service, state, or local tax examinations;

      -- advice and assistance on the tax consequences of
         proposed plans of reorganization, including but not
         limited to assistance in the preparation of IRS ruling
         requests regarding the future tax consequences of
         alternative reorganization structures;

      -- assistance to the Debtors in modifying the Debtors'
         tools and processes for collecting data from the
         Debtors' foreign operations in support of the
         computation of an income tax provision;

      -- serve as the Debtors' VAT representative in certain
         foreign jurisdictions; and

      -- other consulting, advice, research, planning, or
         analysis regarding tax issues as may be requested from
         time to time.

  (2) International Executive Services

      -- collect tax data;

      -- calculate annual hypothetical tax withholdings;

      -- prepare required home and host country individual income
         tax returns during, and one year after, assignment;

      -- prepare requests for extension of time to file tax
         returns where required;

      -- prepare U.S. estimated tax vouchers, if required;

      -- prepare year-end withholding calculations;

      -- reconcile tax advance accounts;

      -- prepare tax equalization calculations;

      -- conduct pre-departure and post-arrival tax
         consultations, as requested;

      -- determine and arrange for timely payment of local taxes
         in the host countries, where applicable;

      -- conduct repatriation tax consultation sessions for
         expatriates;

      -- handle routine correspondence with the IRS and foreign
         tax authorities, including review of tax assessments;
         and

      -- additional services as requested by the Debtors or their
         counsel regarding their expatriate employees.

  (3) Transaction Advisory & Other Services

      -- provide sell-side due diligence services associated with
         the potential sale of certain businesses or assets of
         the Debtors;

      -- provide buy-side due diligence services associated with
         the potential acquisition of certain businesses or
         assets by the Debtors;

      -- provide accounting advice and assistance in conjunction
         with the preparation of financial information for the
         Debtors' business operations, as specified by the
         Debtors; and

      -- other functions as requested by the Debtors or their
         counsel to assist their businesses and reorganization.

                           Compensation

The Debtors will pay KPMG at these hourly rates:

* For Tax Advisory and Consulting Services

   Partners                 $350 - $425
   Senior Managers          $325 - $375
   Managers                 $300 - $325
   Senior Staff                    $225
   Staff                           $175

* For International Executive Services

   Expatriates assigned to the U.S.                  $1,750
   Expatriates assigned from the U.S.                $2,700
   Expatriates assigned to/from non-U.S. countries   $2,100
   Employees assigned to the Mexican border            $750
   Trainees/J Visa Holders                             $375

   Additional Hourly Rates, as applicable

   Partners                        $760
   Senior Managers                 $520
   Managers                        $405
   Senior Staff                    $320
   Staff                           $260

   KPMG has agreed to charge the Debtors a maximum of 70% of the
   additional hourly rates.

* For Transactions Services

   Partners                 $340 - $925
   Directors                $270 - $630
   Managers                 $220 - $575

                         About Delphi Corp

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 Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Has Until June 7 to Remove Civil Actions
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended Delphi Corporation and its debtor-affiliates'
period within which they may remove actions to the later to occur
of:

    a) June 7, 2007; or

    b) 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       removed.

The Debtors are parties to over 200 judicial and administrative
proceedings pending in various courts or administrative agencies
throughout the United States.  The Actions involve a wide variety
of claims.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, asserts that because of the number
of Actions involved and the wide variety of claims, the Debtors
need additional time to determine which of the Actions should be
removed.

The proposed deadline is consistent with the Debtors' goals of
emerging from Chapter 11 protection by early to mid-2007.

According to Mr. Butler, the extension will afford the Debtors a
sufficient opportunity to make fully informed decisions
concerning the possible removal of the Actions, protecting the
Debtors' valuable right to adjudicate lawsuits economically.  

                       About Delphi Corp

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 Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DESIGN WITHIN: Faces Nasdaq Delisting Due to Late 10-K Filing
-------------------------------------------------------------
Design Within Reach, Inc. (Nasdaq:DWRI) received notice from The
Nasdaq Stock Market, Inc. Listing Qualifications Staff that the
Company's securities are subject to potential delisting as of
April 12, 2006 due to the Company's failure to file its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2005 on a
timely basis.

On March 14, 2006, and March 30, 2006 the Company previously
announced a delay in the filing of its 2005 Form 10-K due to
continued delays in completing year-end procedures as a result of
difficulties encountered related to the Company's IT system
conversion and the increased reporting requirements under Section
404 of the Sarbanes-Oxley Act.  The Company's independent public
accounting firm has also not yet completed its audit.  The Company
expects to file its 2005 Form 10-K by April 14, 2006.

As the Company disclosed in its Current Report on Form 8-K filed
on March 31, 2006, the Company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(14), which requires the timely filing
with Nasdaq of all reports and other documents filed or required
to be filed with the SEC.

If necessary, the Company plans to request a hearing before a
Nasdaq Listing Qualifications Panel to review the Staff
determination and request continued listing on Nasdaq until the
Company files its 2005 Form 10-K.  In its notification letter, the
Nasdaq staff informed the Company that this request will result in
a postponement of the delisting pending the Panel's decision.  
However, the Company can provide no assurance that the Panel will
grant its request for continued listing.

                 About Design Within Reach, Inc.

Headquartered in San Francisco, California, Design Within Reach,
Inc. -- http://www.dwr.com/-- is an integrated multi-channel  
provider of distinctive modern design furnishings and accessories.  
Founded in 1998, the Company markets and sells its products to
both residential and commercial customers nationwide through the
DWR catalog, studios, website and direct sales force, and a single
common "in stock and ready to ship" inventory.


DIGITAL LIGHTWAVE: Borrows Additional $300,000 from Optel Capital
-----------------------------------------------------------------
Digital Lightwave, Inc., borrowed $300,000 from Optel Capital,
LLC, on March 31, 2006, to fund its working capital requirements.

Optel is controlled by Digital Lightwave's largest stockholder and
current chairman of the board of directors, Dr. Bryan J. Zwan.  

The loan bears interest at 10.0% per annum, and is secured by a
security interest in substantially all of the Company's assets.   
Optel can demand payment after May 31, 2006.

As of March 31, 2006, the Company owed Optel around $49.9 million
in principal plus approximately $7.2 million of accrued interest,
all of which is secured by a first priority security interest in
substantially all of the Company's assets and accrues 10% annual
interest.  

The Company continues to have insufficient short-term resources
for the payment of its current liabilities.  As of March 31, 2006,
the Company has been unable to secure any financing agreement or
to restructure its financial obligations with Optel.

The company has warned many times that if it is not able to obtain
financing, it expects that it will not have sufficient cash to
fund its working capital and capital expenditure requirements for
the near term and will not have the resources required for the
payment of its current liabilities when they become due.  The
Company's ability to meet cash requirements and maintain
sufficient liquidity over the next 12 months is dependent on the
Company's ability to obtain additional financing from funding
sources, which may include, but may not be limited to Optel.  
Optel currently is, and continues to be, the principal source of
financing for the Company.  The Company has not identified any
funding source other than Optel that would be prepared to provide
current or future financing to the Company.

The Company is continuing its discussions with Optel to
restructure its debt by extending the maturity date, and to
arrange for additional short-term working capital.  If the Company
does not reach an agreement to restructure the debt, and obtain
additional financing from Optel, the Company will be unable to
meet its obligations to Optel and other creditors, and in an
attempt to collect payment, creditors including Optel, may seek
legal remedies.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At December 31, 2005, Digital Lightwave's equity deficit widened
to $49,190,000 from a $29,146,000 deficit at Dec. 31, 2004.


DIVERSIFIED CORPORATE: Restructures Greenfield Credit Facility
--------------------------------------------------------------
Diversified Corporate Resources, Inc. (OTC Bulletin Board: HIRD),
entered into a revised line of credit facility with Greenfield
Commercial Credit.  The transaction allows the Company to move
away from the higher cost of factoring receivables.  The debt
moved to Greenfield from the Company's previous factor will have
an effective borrowing cost of nearly 47% less than under the
previous factoring arrangement.  Under this new arrangement with
Greenfield, the maturity date of the line of credit has been
extended until March of next year.

Net direct placement sales at DCRI have increased significantly
since December.  The new line of credit will give the Company more
flexibility and the ability to expand this line of business at a
more aggressive pace.

"This is an important event for DCRI as we continue to take
advantage of the growth in the market for providing highly
specialized personnel for our clients.  This lower cost of
borrowing, coupled with the new improving staffing industry
marketplace, our previously announced subordination and
installment agreements with the IRS, the restructuring we have
implemented, and new initiatives underway will allow the company
to take advantage of the many opportunities for expansion
currently being offered and explored by our executive team," said
J. Michael Moore, Chief Executive Officer and Chairman of the
Board for Diversified Corporate Resources, Inc.

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.

At Sept. 30, 2005, Diversified Corporate's balance sheet showed a
$4,456,000 stockholders' deficit, compared to a $1,899,000 deficit
at Dec. 31, 2004.

The Company informed the U.S. Securities and Exchange Commission
on April 3, 2006, that it experienced delays in the preparation of
its financial statements and related disclosure, and, therefore,
its auditors have experienced delays in the conduct of their audit
of its financial statements.   As a result, the Company is unable,
without unreasonable effort or expense, to complete and file its
Annual Report on Form 10-K for the year ended December 31, 2005,
by March 31, 2006, the prescribed deadline for filing.

J. Michael Moore, the Company's Chairman of the Board and Chief
Executive Officer, disclosed that the Company expects to post a
$4.95 million net loss for 2005.


DS WATERS: S&P Affirms CCC+ Corp. Credit Rating & Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its '3' recovery
rating to DS Waters Enterprises' $310 million senior secured
credit facility, indicating an expected meaningful recovery of
principal (50%-80%) in the event of a payment default.
     
Standard & Poor's also affirmed its existing ratings on the
Atlanta, Georgia-based bottled water producer and distributor,
including its 'CCC+' corporate credit rating.  The outlook is
positive.  Standard & Poor's estimates that DS Waters had about
$229 million of total debt outstanding at April 7, 2006.  The bank
facility consists of:

   * a $92 million revolving credit facility due 2008; and
   * a $218 million term loan due 2009.


DYLEX LTD: Trustee Issues Unsecured Creditors Interim Dividend
--------------------------------------------------------------
RSM Richter Inc., the Trustee in Bankruptcy of Dylex Limited,
pursuant to an appointment order from the Ontario Superior Court
of Justice dated Sept. 28, 2001, will be issuing a further
distribution to the unsecured creditors.

The distribution will be $0.47 on each $1.00 of allowed claims,
bringing the distributions to date to 65%.  The distribution is
expected to be made in May 2006.

A final distribution is expected to be made towards the end of the
year.  The final distribution is estimated to bring the total
return to the unsecured creditors to approximately 67 cents-on-
the-dollar.

                        About RSM Richter

Headquartered in Calgary, Alberta, RSM Richter Inc. --
http://www.rsmrichter.com/-- is an independent member firm of  
RSM International, an affiliation of independent accounting and
consulting firms.  RSM Richter is one of the largest independent
accounting, business advisory and consulting firms in Canada.  
Its ability to help owner-managed organizations anticipate and
meet complex challenges is why it is still the firm that means
business for entrepreneurs.

                        About Dylex Ltd.

Headquartered in Toronto, Ontario, Dylex Limited operates over 350
stores across Canada.  Their retail divisions included BiWay, a
convenient general merchandise discount chain, and the well-known
specialty women's apparel banner-Fairweather.

Internal business restructuring included the relocation to new
premises for the Fairweather administrative offices.  This allowed
for an opportunity to introduce an environment supportive of
teamwork and collaboration.  It was also timely for a new image, a
'cool' working environment, reflective of their industry sector.

Contact:

     Robert Harlang
     Telephone (416) 932-6225

     Gus Tertigas
     Telephone (416) 932-6247


ECUITY INC: Equity Deficit Tops $9 Million at December 31
---------------------------------------------------------
Ecuity, Inc., delivered its financial statements for the second
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 24, 2006.

The company reported an $837,944 net loss on $596,001 revenues for
the three months ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $1,962,085 in
total assets and $10,967,461 in total liabilities, resulting in a
$9,005,376 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $536,820 in total current assets available to pay $9,304,967
in total current liabilities coming due within the next 12 months.

Full-text copies of Ecuity, Inc.'s financial statements for the
second quarter ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?7c2

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 9, 2005,
De Leon & Company, PA, expressed substantial doubt on Ecuity,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the fiscal years ended June 30,
2005, and 2004.  The auditing firm pointed to the company's  
current year losses from operations, net capital deficiency, and
cumulative deficit at June 30, 2005.

Ecuity, Inc., is a facilities-based telecommunication carrier
providing Voice over Internet Protocol service offerings as well
as legacy telecommunication services. Ecuity currently provides
VoIP services over FTTP including fiber to residences and
businesses, VoIP over WiFi, Business VoIP Services including IP-
PBX and IP-Centrix solutions, "SmartCall" VoIP services utilizing
a downloadable soft-client on a customer's PC or other Windows
compatible computing device, and conference calling.

At Dec. 31, 2005, the company's stockholders' equity deficit
swelled to $9,005,376 from a $7,352,530 equity deficit at
June 30, 2005.


ENGINEERING TECTONICS: Case Summary & 15 Unsecured Creditors
------------------------------------------------------------
Debtor: Engineering Tectonics, P.A.
        1720 Vargrave Street
        Winston-Salem, North Carolina 27107

Bankruptcy Case No.: 06-50425

Type of Business: The Debtor provides geotechnical engineering,
                  environmental site assessment, construction,
                  drilling, and mining services.  See
                  http://www.engineeringtectonics.com/

Chapter 11 Petition Date: April 5, 2006

Court: Middle District of North Carolina (Winston-Salem)

Judge: Thomas W. Waldrep, Jr.

Debtor's Counsel: R. Bradford Leggett, Esq.
                  Allman Spry Leggett & Crumpler, P.A.
                  Suite 700, 380 Knollwood Street
                  P.O. Box 5129
                  Winston-Salem, North Carolina 27113
                  Tel: (336) 722-2300
                  Fax: (336) 722-8720

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Stafford Consultants, Inc.    Alleged claim for       $2,053,368
c/o David V. Moore            indemnity
Moore & Weber, PLLC
P.O. Box 945
Charleston, WV 25323

Lexus Financial Services      2004 Lexus                 $47,739
P.O. Box 371339               Value of security:
Pittsburgh, PA 15250          $40,000

Chrysler Financial Services   2005 Dodge Ram SLT         $38,070
P.O. Box 55000                Value of security:
Dept. 277001                  $28,600
Detroit, MI 48255

Pullin, Fowler & Flannagan    Lawyer for lawsuit in      $37,097
                              West Virginia

Chrysler Financial Services   2004 Dodge Ram 3500        $31,756
                              Value of security:
                              $24,000

Chrysler Financial Services   2004 Dodge Ram 3500        $25,628
                              Value of security:
                              $24,000

Research & Analytical         Lab work for               $15,617
                              environmental
                              department

Prism Laboratories            Lab work for projects      $14,802

Drillers Service              Drilling                   $14,007

Gobble - Callahan             Concrete for jobs          $11,063

Ready Mix Concrete            Concrete for jobs           $5,934

Volvo Rents                   Equipment for               $4,455
                              projects

Western Forms, Inc.           Invoice Number;             $3,641
                              57248 RI

Triad Concrete Placement      Pumps for concrete;         $1,634
                              for jobs

Reprotech Graphics, Inc.      Blueprints, copy;             $676
                              job expenses


EMPRESA DISTRIBUIDORA: Moody's Places Regular Bond Ratings at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Global Scale and Baa3.ar
National Scale first-time rating to Empresa Distribuidora Norte
S.A.'s dollar denominated notes.  The rating outlook is stable.
The ratings reflect Edenor's improved financial structure after
the planned debt exchange and also the uncertain nature of
Argentina's electricity market.

Moody's National Scale Ratings are intended as relative measures
of creditworthiness among debt issues and issuers within a
country, enabling market participants to better differentiate
relative risks.  NSRs in Argentina are designated by the ".ar"
suffix.  NSRs differ from global scale ratings in that they are
not globally comparable to the full universe of Moody's rated
entities, but only with other rated entities within the same
country.

Assignments:

Issuer: Empresa Distribuidora Norte S.A.

   * Senior Unsecured Regular Bond/Debenture, Assigned B3
   * Senior Unsecured Regular Bond/Debenture, Assigned B3
   * Senior Unsecured Regular Bond/Debenture, Assigned B3
   * Senior Unsecured Regular Bond/Debenture, Assigned B3
   * Senior Unsecured Regular Bond/Debenture, Assigned Baa3.ar
   * Senior Unsecured Regular Bond/Debenture, Assigned Baa3.ar
   * Senior Unsecured Regular Bond/Debenture, Assigned Baa3.ar
   * Senior Unsecured Regular Bond/Debenture, Assigned Baa3.ar

The B3 senior unsecured rating on the global scale reflects
Edenor's expected financial performance and its regulatory risk
profile in accordance with Moody's global rating methodology for
regulated electric utilities.  The key expected credit metrics
over the next several years include a ratio of funds from
operations to debt in the range of 10% to 15% and a debt to
capitalization of about 50%.  These financial metrics would be
consistent with the B3 rating for a company whose risk profile
falls into the high-risk category under the global methodology.
The high-risk category for Edenor reflects the regulatory
environment in Argentina, which is less consistent than average,
and considers the lack of timely rate relief to cover increased
costs in the recent past.

Edenor's ratings consider its improved debt position and financial
profile resulting from the restructuring, which will include a
debt reduction of approximately $90 million to be paid in cash
from its current cash balance.  Edenor will benefit from the more
favorable terms of the new notes including reduced interest rates
and extensions on principal debt maturities, which will increase
gradually from 2008 to 2019.

The ratings also incorporate the uncertainties surrounding
Argentina's electric industry and the market's unclear and
unstable regulations.  Moreover, Edenor has not reduced its
foreign exchange exposure as all the new notes will continue to be
denominated in foreign currency.

Moody's assumes the government will address the tariff question in
the near term given that maintaining the current frozen tariffs
will ultimately affect service quality.  In support of this view,
Edenor's new controlling group has already arranged for a
Memorandum of Understanding with the government to increase
tariffs, including a 28% raise in the distribution margin of which
5% will be applied to certain investments.  The agreement was
passed by Congress and only lacks presidential approval. However,
there is no definite timeframe for presidential approval.

The rating outlook is stable, reflecting expectations that tariff
changes will be made in the near future but that the regulatory
environment will continue to have an above average level of
uncertainty.

Based in Buenos Aires, Argentina, Edenor is the largest
electricity distribution company in Argentina in terms of number
of customers and volume of energy sold.  Edenor commenced
operations in 1992, as a result of the privatization of the
previously state-owned SEGBA.  At that time, it was granted a 95-
year concession to distribute electricity on an exclusive basis in
its concession area, the greater Buenos Aires metropolitan area
and northern portion of the City of Buenos Aires.  EASA, which is
controlled by Dolphin Energia S.A., is Edenor's holding company.


FDL INC: Section 341(a) Meeting Scheduled for May 8
---------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of FDL,
Inc.'s creditors at 2:00 p.m., on May 8, 2006, at Room 416C, U.S.
Courthouse, 46 East Ohio Street in Indianapolis, Indiana.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Kokomo, Indiana, FDL, Inc. manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  When the company filed for protection
from its creditors, it did not state its assets but estimated
debts between $10 Million and $50 Million.


FDL INC: U.S. Trustee Appoints Nine-Member Creditors Committee
--------------------------------------------------------------
The United States Trustee for Region 10 appointed nine creditors
to serve on an Official Committee of Unsecured Creditors in FDL,
Inc.'s chapter 11 case:

    1. Noppandon Mingvanish
       Torch 2100 Co., Ltd.
       No. 99 Moo & Taboonme
       Khochan Sub District
       Chonburi 20240 Thailand
       Mobile: +66 18048410
       Fax: +66 29383129
       
       United States Representative:
       Steven Strum
       P. O. Box 780
       Mamaroneck, NY 10543-0780
       Tel: (914) 381-6000
       Fax: (914) 381-6499
       
    2. Millon Tsai
       Fusco Industrial Corporation
       7F, No. 352, Sec. 1, FU Hsing S. Road
       Taipei 10640, Taiwan R.O.C.
       Tel: (886) 2-27073597
       Fax: (886) 2-27073379

    3. Susan McCardell
       UPS Global Trade Finance Corp
       800 Red Brook Boulevard
       Owings Mills, MD 21117-1008
       Tel: (410) 753-0753
       Fax: (410) 753-0943

    4. Ken Ho, Vice-President
       Excellent Tripod Co., Ltd.
       XiaoBian Village, ChangAn Town,
       DongGuan City, GuangDong Province,
       China 523852
       Tel: (86) 769-8547-8335
       Fax: (86) 769-8531-6500

    5. Ada Chen, Sales Manager
       King Technology B.V.I. Inc.
       Jinghe Industrial Area . Zhang
       Mu Tou Dongguan City, Guang-Dong, China
       Tel: (86) 769-8779-3957
       Fax: (86) 769-8779-3946

    6. Charlie Wen
       Mean Young Universal Co., Ltd.
       c/o 2, Shang YI TS'US, TA BAY
       Hisiang, Yun Lin Hsien, 631
       Taiwan
       Tel: (86) 55912315
       Fax: (86) 55916200

       United States Representative:
       Steven Strum
       P. O. Box 780
       Mamaroneck, NY 10543-0780
       Tel: (914) 381-6000
       Fax: (914)-381-6499

    7. James Wang
       Delight Furniture Co., Ltd.
       Yixing Ind. Area, Shiguang Road,
       Shiqiao Town, Panyu Dist,
       Guangzhou, China
       Tel: (86) 20-3480-8118
       Fax: (86) 20-3480-8113

    8. Gregory Chang, Sales Manager
       ZhongShan QingYi Metal Products
       DingXi Village, ShenWan Town
       Zhong-Shan City, GuangDong Province,
       China
       Tel: (486) 760-660 7888
       Fax: (486) 760 660 9955

    9. China Export & Credit Insurance Corporation
       a/k/a SINOSURE
       c/o Malhar S. Pagay, Esq.
       Pachulski Stang Ziehl Young Jones & Weintraub LLP
       10100 Santa Monica Blvd., 11th Floor
       Los Angeles, California 90067
       Tel: (310) 277-6910
       Fax: (310) 201-0760
       eFax: (603) 462-5486

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

The Committee's hired Elliott D. Levin, Esq., at Rubin & Levin,
P.C., for legal advice in the Debtor's chapter 11 restructuring.

Headquartered in Kokomo, Indiana, FDL, Inc. manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  When the company filed for protection
from its creditors, it did not state its assets but estimated
debts between $10 Million and $50 Million.


GARY GODDARD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Gary D. & Karen J. Goddard
               1164 Mattox Drive
               Sullivan, Missouri 63080

Bankruptcy Case No.: 06-41374

Chapter 11 Petition Date: April 6, 2006

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtors' Counsel: A. Thomas DeWoskin
                  Danna McKitrick, P.C.
                  150 North Meramec Avenue, 4th Floor
                  St. Louis, Missouri 63105
                  Tel: (314) 726-1000
                  Fax: (314) 725-6592

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

The Debtors did not file a list of their 20 largest unsecured
creditors.


GENERAL MOTORS: Selling 7.9& Stake in Isuzu Motors Ltd.
-------------------------------------------------------
General Motors Corp. (NYSE: GM) disclosed that it would sell its
7.9% equity stake in Isuzu Motors Ltd.  The automaker emphasized
that its commercial partnership with Isuzu will continue.

The Isuzu shares held by GM will be sold to Isuzu's strategic
business partners and major shareholders, Mitsubishi Corp., Itochu
Corp. and Mizuho Corporate Bank.

GM currently holds a total of 90.09 million Isuzu shares.  Based
on a selling price of JPY397 per share, GM expects to realize cash
proceeds of about $300 million.  The proceeds of the sale will be
used to support the Company's North American turnaround plan,
finance future growth initiatives, strengthen the balance sheet
and fund other corporate priorities.  

"GM's 35-year relationship with Isuzu has been strong, and we look
forward to our continued partnership," said Rick Wagoner, GM
chairman and chief executive officer.  "We will maintain our
strategic relationships with Isuzu in the many different areas of
cooperation we have established over the years.  At the same time,
GM will take another step to enhance our liquidity position."

GM has held an equity stake in Isuzu since 1971, when it purchased
approximately 34% of the Isuzu shares outstanding.  Between 1971
and 1998, GM increased its stake to 49% from 34%.  In 2002 as part
of the Isuzu restructuring, GM cancelled shares related to its 49%
stake and invested fresh capital of $500 million primarily for the
purchase of certain strategic commercial assets and for a new
equity stake of 12% in Isuzu.  Between 2002 and 2005 GM's stake in
Isuzu was diluted from 12% to the current 7.9%, due to conversion
of Isuzu's convertible bonds.

Over the last 35 years, the companies have been involved in
various joint projects in product development, advanced
technology, global purchasing and supply chain management, and
product distribution.  Among the successful collaborations that
will continue are:

     -- midsize pickup truck assembly and distribution in Asia
        Pacific, Latin America, Africa, and the Middle East;

     -- development and manufacturing of diesel engines for
        passenger cars in Europe;

     -- development and manufacturing of diesel engines for full-
        size pickups in the United States; and

     -- commercial vehicle design, engineering and manufacturing

The sale of GM's equity stake in Isuzu, including cash proceeds
received and any potential gain on sale, will be recorded in the
second quarter.  GM expects a pre-tax gain on the sale of
approximately $300 million from this transaction as GM's book base
was written-down to zero in 2002.  

                        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 April 3, 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 came 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.

As reported in the Troubled Company Reporter on April 6, 2006,
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp., including its 'B' long-term and 'B-3' short-
term corporate credit ratings, on CreditWatch with negative
implications after the Company announced that it entered into an
agreement to sell a 51% ownership stake in General Motors
Acceptance Corp. to a consortium headed by Cerberus Capital
Management L.P.

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings retained General Motors Corp. Issuer Default Rating
of 'B', Rating Watch Negative, following the Company's
announcement of the sale of its controlling interest in GMAC.


GENERAL MOTORS: Outlines GMAC Dividend Policy After Stake Sale
--------------------------------------------------------------
On April 2, 2006, General Motors Corporation and its wholly owned
subsidiaries General Motors Acceptance Corporation and GM Finance
Co. Holdings Inc. entered into a Purchase and Sale Agreement with
FIM Holdings LLC.

Pursuant to the Purchase and Sale Agreement, GM agreed to sell to
FIM common limited liability company interests of GMAC
representing 51% of the common limited liability company interests
of GMAC.

Subject to the satisfaction or waiver of the various closing
conditions, GM expects that the Acquisition will be completed in
the fourth quarter of 2006.  Upon completion of the acquisition,
GMAC's dividend policy will comply with these terms:

   -- the Company will distribute to GM and the Purchaser, as the
      holders of the preferred membership interests in the
      Company, the accrued 10% yield for the immediately preceding
      quarter based on the number of preferred membership
      interests they hold. (GM will acquire $1.555 billion in
      preferred membership interests from the Company at Closing
      at a 10% discount, or a cash cost of $1.4 billion.)

   -- Prior to the second anniversary of the closing date, at
      least 40% and, from and after the second anniversary of the
      closing date, at least 70%, of the excess of

         a) the earnings of the Company and its subsidiaries
            generated in any fiscal quarter over

         b) the amount of yield distributed to the holders of
            the preferred membership interests in such fiscal
            quarter

      will be distributed to the members of the Company pro rata
      in accordance with  the number of common membership
      interests held by each holder.  Forty percent roughly
      approximates the income tax expense that would be
      attributable to GM and the Purchaser, although GM is not
      expected to have to use the distribution to pay actual cash
      income taxes in the near term.  In years three through five
      following the Acquisition, Purchaser will reinvest cash
      distributions it receives, at least attributable to the
      indirect interest of Cerberus Capital Management, LP, in the
      Company, in excess of 40% into additional preferred
      membership interests of the Company.

   -- the board of directors of the Company could, with the
      consent of GM, reduce any distribution.  In addition, the
      board of directors of the Company could, without the consent
      of GM, reduce any distribution to the extent required to
      avoid a reduction of the equity capital of the Company below
      an agreed minimum capital amount.

   -- the board of directors of the Company could increase any
      distribution provided that if a distribution would be
      reasonably likely to result in a credit downgrade of any    
      unsecured indebtedness of the Company or certain
      subsidiaries or a negative change in the outlook of the
      credit rating of the Company, the distribution would
      require the approval of at least a majority of the
      independent directors of the Company.

   -- any distribution that would reduce the equity capital below
      the required minimum capital amount would require the
      approval of at least a majority of the independent directors
      of the Company.

If the Acquisition is completed, GM and GMAC will enter into a
number of agreements that will require that GMAC continue to
allocate capital to provide financing to GM customers and
wholesale dealers in accordance with historical practice.

While GMAC will retain the right to make individual credit
decisions, GMAC will commit to fund a broad credit spectrum of
customers and dealers consistent with historical practice in the
relevant jurisdiction.

In the U.S. and Canada, GMAC will continue to purchase retail
lease contracts, and upon remarketing of the leased vehicles at
the end of the lease, GMAC will continue to be responsible for 50%
of the difference between the resale proceeds and the adjusted
Automotive Lease Guide value.  

Subject to GMAC's fulfillment of certain conditions, GM will grant
GMAC exclusivity for 10 years for U.S., Canadian, and
international GM-sponsored retail and wholesale marketing
incentives.

The transaction is expected to reduce GMAC's cost of funds as
GMAC's ratings are delinked from GM's and improve over time.  

Under the agreements, GM will directly benefit from GMAC's lower
cost of funds.  In the U.S., GMAC will pay GM $75 million annually
to be the exclusive provider of incentives relating to retail
financing.  The amount and timing of rate support paid by GM to
GMAC are not expected to be materially different from historic
practice.  GM will pay estimated residual support on lease
contracts at lease inception. GMAC will continue to have access to
GM trademarks, but going forward GMAC will pay GM a royalty of
3.25% of GMAC's revenue from the sale of contracts for the GM
Protection Plan and GM Motor Club.  The royalty fees are expected
to total approximately $25 million annually, but in no event will
the fees be less than $15 million annually.

                    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 April 7, 2006,
Moody's Investors Service reviewed for possible downgrade, General
Motors Acceptance Corporation's Ba1 long-term rating and
Residential Capital Corporation's Baa3 long-term and Prime-3
short-term ratings will continue.  

The action follows General Motors's entry into an agreement to
sell a 51% stake in GMAC to a consortium led by Cerberus, a large
private equity and hedge fund management firm.  

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services held its ratings on General
Motors Acceptance Corp. (GMAC; 'BB/B-1') and on GMAC's subsidiary,
Residential Capital Corp. (ResCap; 'BBB-/A-3'), on CreditWatch
with developing implications after the announcement by ultimate
parent General Motors Corp. (B/Watch Neg/B-3) that GM has entered
into a definitive agreement to sell a 51% ownership stake in GMAC
to a consortium headed by:

   * Cerberus Capital Management L.P.,
   * Citigroup Inc., and
   * Aozora Bank Ltd.

As reported in the Troubled Company Reporter on April 6, 2006,
Dominion Bond Rating Service confirmed the ratings of General
Motors Corporation and General Motors of Canada Limited following
the announcement that GM has signed a definitive agreement to sell
a 51% interest in General Motors Acceptance Corporation to a
Consortium led by Cerberus Capital Management, LP, a private
investment firm, and including Citigroup Inc., and Aozora Bank,
Ltd.

   * General Motors Corporation Commercial Paper
     -- Confirmed R-3 (middle)

   * General Motors of Canada Limited Commercial Paper
     -- Confirmed R-3 (middle)

   * General Motors Corporation Long-Term Debt
     -- Confirmed B (high)

   * General Motors Corporation Convertible Debentures
     -- Confirmed B (high)

   * General Motors Corporation Ind. Dev. Empower. Zone Rev.
     Bds., S2004, Issued by NYC Ind. Dev. Agency, Guar. by GMC
     -- Confirmed B (high)

   * General Motors of Canada Limited Long-Term Debt
     -- Confirmed B (high)

The trends of the ratings remain Negative.

As reported in the Troubled Company Reporter on April 3, 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.

As reported in the Troubled Company Reporter on April 6, 2006,
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp., including its 'B' long-term and 'B-3' short-
term corporate credit ratings, on CreditWatch with negative
implications after the Company announced that it entered into an
agreement to sell a 51% ownership stake in General Motors
Acceptance Corp. to a consortium headed by Cerberus Capital
Management L.P.

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings retained General Motors Corp. Issuer Default Rating
of 'B', Rating Watch Negative, following the Company's
announcement of the sale of its controlling interest in GMAC.


GREAT ATLANTIC: Moody's Holds Junk Rating on Senior Unsecured Debt
------------------------------------------------------------------
Moody's Investors Service changed The Great Atlantic & Pacific Tea
Company, Inc.'s rating outlook to negative from stable and lowered
the company's speculative grade liquidity rating to SGL-3 from
SGL-1.  The company's debt ratings are affirmed.

Rating lowered:

   * Speculative Grade Liquidity Rating to SGL-3 from SGL-1.

Ratings affirmed:

   Issuer: The Great Atlantic & Pacific Tea Company, Inc.

   * Corporate Family rating at B3

   * Senior unsecured notes at Caa1

   * Multi-seniority shelf at (P)Caa1 for senior, (P)Caa2 for
     subordinated, (P)Caa2 for junior subordinated, and (P)Caa3
     for preferred stock

   Issuer: A&P Finance I, A&P Finance II and A&P Finance III

   * Trust preferred securities shelf at (P)Caa2

The key driver of the downgrade in the speculative grade liquidity
rating and the change in outlook for the long term ratings to
negative is the imminent reduction in what had been a substantial
cash cushion to mitigate the risk of any future deterioration in
cash flow generation, given that A&P has announced a special cash
dividend of $7.25 per share, or approximately $300 million.  Cash
balances of $517.8 million at Dec. 3, 2005, primarily from the
August 2005 sale of the company's Canadian operation, were viewed
by Moody's as a funding source for operating shortfalls, if any,
as A&P invests in upgrading its store base and building comparable
store sales in its highly competitive regional trade areas.

Ratings could be lowered if liquidity erodes further due to
deterioration in operating cash flow or if the level of working
capital investment increases significantly.  Conversely, the
rating outlook could stabilize if comparable store sales become
positive, if operating profitability improves and if free cash
flow generation exceeds any funding needs.

Headquartered in Montvale, New Jersey, The Great Atlantic &
Pacific Tea Company, Inc., operates 405 supermarkets in 9 states
and the District of Columbia.


GST TELECOMMS: Pays Additional $12.5 Mil. to Unsecured Creditors
----------------------------------------------------------------
GST Telecommunications, Inc., and its debtor-affiliates will make
its sixth distribution to unsecured creditors, amounting to
$12.5 million, pursuant to their Plan of Reorganization this
month.

This distribution is equal to 1.70% of allowed unsecured claims,
making the total distribution to date $359.7 million or 48.62% of
unsecured creditors' allowed claims.  After this distribution the
Company will have approximately $1.5 million in cash, held in
various reserves.  These reserves are recalculated quarterly to
determine the amount of distribution allowable under the Plan.

Based in Vancouver, Wash., GST Telecommunications, Inc., and its
subsidiaries filed for chapter 11 protection on May 17, 2000
(Bankr. Del. Case No. 00-1982 (GMS)).  On December 3, 2001, the
Company filed its First Amended Joint Plan of Liquidation of
GST Telecom Inc., et al.  At a hearing before the Court on
February 16, 2002, the Company announced that the Plan had been
accepted by all classes eligible to vote on the Plan.  The Plan
was confirmed on April 18, 2002, and declared effective on
April 30, 2002.  Steven M. Yoder, Esq., at The Bayard Firm,
represents GST.  When the company filed for chapter 11 protection,
it disclosed $489,161,008 in assets and $179,719,929 in debts.  


GTSI INC: Gets Nasdaq Delisting Notice Due To Delayed 10-K Filing
-----------------------------------------------------------------
GTSI(R) Corp. (NASDAQ:GTSI) received a staff determination letter
from The Nasdaq Stock Market stating that because the Company has
not filed its Annual Report on Form 10-K for 2005 with the
Securities and Exchange Commission, as required by Market Place
Rule 4310(c)(14), GTSI's common stock is subject to delisting from
The Nasdaq National Market.

GTSI expects to request a hearing with Nasdaq, which would stay
the delisting pending the determination of NASDAQ's hearing panel.  
While there is no assurance, the Company expects to avoid
delisting of its common stock from The Nasdaq National Market by
filing its Form 10-K for 2005 with the SEC before delisting would
otherwise take effect.

                        About GTSI Corp.

Based in Chantilly, Virginia, GTSI Corp. -- http://www.gtsi.com/
-- is the leading information technology product and solutions
provider, combining best of breed products and services to produce
solutions that meet government's evolving needs.  For more than
two decades, GTSI has focused exclusively on Federal, State, and
Local government customers worldwide, offering a broad range of
products and services, an extensive contract portfolio, flexible
financing options, global integration and worldwide distribution.
GTSI's Lines of Business incorporate certified experts and deliver
exceptional solutions to support government's critical
transformation efforts. Additionally, GTSI focuses on systems
integrators on behalf of government programs.


HOST MARRIOTT: Completes Acquisition of 28 Starwood Hotels
----------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) completed the acquisition of
28 hotels from Starwood Hotels & Resorts Worldwide, Inc. and the
issuance of approximately 133.5 million shares of common stock of
the Company to Starwood stockholders.

The Company will also change its name to Host Hotels & Resorts,
Inc. on April 17, 2006, and on April 18, 2006, it will begin
trading on the New York Stock Exchange under the new ticker symbol
HST.

The Company and Starwood agreed to defer the purchase of two
hotels located in Fiji due to certain notice periods and approvals
that have not yet lapsed or been received.  As a result of the
deferral of the Fijian assets:

   * the purchase price for the transactions completed was reduced
     by approximately $129 million;

   * the amount of assumed debt was reduced by approximately
     $31 million; and

   * the cash consideration was reduced by approximately
     $98 million.

The Company also expects to complete the purchase of four
additional hotels from Starwood located in Europe by the
previously-reported joint venture between the Company and two
partners by no later than May 3, 2006 and to complete the purchase
of The Westin Europa & Regina in Venice, Italy by no later than
June 15, 2006.

"We are thrilled to announce the completion of the majority of
this transformational transaction and to officially announce our
name change to Host Hotels & Resorts," Christopher J. Nassetta,
president and chief executive officer, stated.  "We are also
pleased to have completed the financing of the cash portion of the
transaction as originally contemplated by completing certain high-
multiple asset sales, the formation of a European joint venture
and our recent issuance of senior notes.  Finally, we are very
excited to embark on a strategic partnership with Starwood and
look forward to working with Steve Heyer and his team in the years
to come to create value in this portfolio and on future
transactions."

                      About Starwood Hotels

Headquartered in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                       About Host Marriott

Headquartered in Bethesda, Maryland, Host Marriott Corporation --
http://www.hostmarriott.com/-- is a lodging real estate company  
that currently owns or holds controlling interests in 130 upper
upscale and luxury hotel properties primarily operated under
premium brands, such as Marriott(R), Westin(R), Sheraton(R), Ritz-
Carlton(R), Hyatt(R), W(R), Four Seasons(R), St. Regis(R), The
Luxury Collection(R), Fairmont(R) and Hilton(R).

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Host Marriott Corp.'s proposed $600 million senior notes due 2016.

Host is proposing to offer the notes in a private placement and
use the proceeds to fund a portion of the cash consideration for
the company's pending purchase of hotels from Starwood Hotels &
Resorts Worldwide Inc. (BB+/Positive/--).  All other ratings for
Host were affirmed, including the 'BB-' corporate credit rating.
The outlook is stable.

"The ratings on Host reflect its highly leveraged financial
profile and, as a REIT, its reliance on external sources of
capital for growth," said Standard & Poor's credit analyst Emile
Courtney.


INFOSEARCH MEDIA: Dec. 31 Balance Sheet Shows $229K Equity Deficit
------------------------------------------------------------------
InfoSearch Media, Inc., delivered its financial statements for the
year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 23, 2006.

The company earned $314,997 of net income on $9,364,401 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $5,741,846 in
total assets and $5,970,948 in total liabilities, resulting in a
$229,102 stockholders' equity deficit.

Full-text copies of InfoSearch Media, Inc.'s financial statements
for the year ended Dec. 31, 2005, are available at no extra charge
at http://ResearchArchives.com/t/s?7b8

InfoSearch Media, Inc. -- http://www.infosearchmedia.com/-- is a  
global developer of content-based search marketing solutions that
support non-paid search marketing initiatives of its clients
through ContentLogic and ArticleInsider.  ContentLogic delivers,
through sale or license agreements, branded original content for
use on the company's client's Web sites.  ArticleInsider is
designed to target clients desiring to increase and improve
traffic to their existing Web site by providing highly qualified
leads.

At Dec. 31, 2005, the company's balance sheet showed a $229,102
stockholders' equity deficit.


INNUITY INC: Hansen Barnett Expresses Going Concern Doubt
---------------------------------------------------------
Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about Innuity, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditor pointed to the company's accumulated deficit, losses from
operations, negative cash flows from operating activities,
negative working capital, and capital deficiency.

                            Financials

The company reported a $9,366,030 net loss on $12,465,601 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $9,861,532 in
total assets and $12,448,488 in total liabilities, resulting in a
$2,586,956 total stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $5,309,874 in total current assets available to pay
$7,527,956 in total current liabilities coming due within the next
12 months.

Full-text copies of Innuity, Inc.'s financial statements for the
year ended Dec. 31, 2005, are available at no extra charge at
http://ResearchArchives.com/t/s?7b6

Innuity, Inc. -- http://innuity.com/-- is an Internet technology  
company that designs, acquires, and integrates applications to
deliver software for small business.  The company's Internet
technology is based on an affordable, on-demand model that allows
small businesses to interact simply with customers, business
partners, and vendors and to manage their businesses efficiently.  
Using the company's on-demand applications, small businesses can
grow their revenues, reach and serve customers, and run everyday
operations.

At Dec. 31, 2005, the company's stockholders' equity deficit
widened to $2,586,956 compared to a $1,417,620 equity deficit at
Dec. 31, 2004.


INTERNATIONAL MANAGEMENT: Wants Kroll to Look for Assets
--------------------------------------------------------
International Management Associates, LLC and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of Georgia
for permission to employ Kroll Associates, Inc., to assist them in
locating their assets.

Daniel E. Karson, Esq., executive managing director of and counsel
to Kroll Associates, tells the Court that the Firm's professionals
bill between $230 to $450 per hour.

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

                       Escrow Account

The Debtors tell the Court that Kroll is unwilling to commence
services on behalf of the Debtors unless and until it receives
assurance of payment.  The Debtors say that several investors have
agreed to fund an extension of unsecured credit for $100,000.  
That fund will be put into an escrow account to be held and
controlled W.G. Hays & Associates, LLC the Debtors' financial
consultant and adviser.  The Debtors assure the Court that the
investors are under no obligation to replenish the escrow account
at any time.   

The Debtors thus ask the Court for authority to incur unsecured
credit pursuant to Section 364(c)(1) of the Bankruptcy Code.

The Debtors also ask that to the extent any amount are paid from
the escrow to Kroll, the escrow will be reimbursed from the assets
of the estates on a super-priority administrative basis, if and
when available, after payment of routine and ordinary
administrative expenses in the full amount of any such payments to
Kroll.

                About International Management

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge  
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they did not state their total assets but
estimated total debts to be more than $100 million.


INVERNESS MEDICAL: Pays $73.85 Million to Buy Two ACON Units
------------------------------------------------------------
Inverness Medical Innovations, Inc., and some of its subsidiaries
completed the purchase of assets of ACON Laboratories Inc.'s
units for approximately $55.1 million cash plus 711,676 shares
of the Company's common stock (valued at $18.75 million), on
March 31, 2006.  

The Company paid a total of $73.85 million for Manfield Top
Worldwide Ltd. and Overseas Square Ltd.  Manfield Top and Overseas
Square researches, develops, manufactures, markets and sells
lateral flow immunoassay and directly-related products in the
United States, Canada, Europe (excluding Russia, the former Soviet
Republics that are not part of the European Union, Spain, Portugal
and Turkey), Israel, Australia, Japan and New Zealand.

                      Subsequent Acquisitions

The Company's acquisition agreement with ACON Laboratories also
provides that the Company will acquire, through a subsequent
acquisition, all of the capital stock of Rich Horizons
International, Ltd., and its wholly owned subsidiary ABON BioPharm
(Hangzhou) Co., Ltd., which owns a newly constructed manufacturing
facility currently undergoing validation in Hangzhou, China.  The
Company expects these transactions to occur during the second
quarter of 2006.

The Company will buy Rich Horizon for an additional $10 million in
cash.   

An additional $1.2 million will be paid on consummation of delayed
closings with respect to Manfield Top's and Overseas Square's
assets of relating to Spain and Portugal, where regulatory
approval is required as a condition to the acquisition.

The Company will pay between $140 million and $175 million for the
acquisition of Manfield Top, Overseas Square, Rich Horizons and
ABON BioPharm.   The Company will pay $50 million of the total by
issuing shares of its common stock to ACON, and the remainder of
the purchase price will be paid in cash.

Prior to the consummation of the Company's acquisition of Manfield
Top and Overseas Square, the Federal Trade Commission opened a
preliminary, non-public investigation into the deal to determine
whether the purchase may be anticompetitive.

             About Inverness Medical Innovations, Inc.

Headquartered in Waltham, Massachusetts, Inverness Medical
Innovations, Inc. (Amex: IMA) -- http://www.invernessmedical.com/   
-- is a leading global developer of advanced diagnostic devices
and is presently exploring new opportunities for its proprietary
electrochemical and other technologies in a variety of
professional diagnostic and consumer-oriented applications
including immuno-diagnostics with a focus on women's health and
cardiology.  The Company's new product development efforts, as
well as its position as a leading supplier of consumer pregnancy
and fertility/ovulation tests and rapid point-of-care diagnostics,
are supported by the strength of its intellectual property
portfolio.

                         *     *     *

As reported in the Troubled Company Reporter on July 7, 2005,
Moody's Investors Service downgraded Inverness Medical
Innovations, Inc.'s ratings:

   * Corporate Family Rating -- to B3 from B2
   * $150 million Senior Subordinated Notes -- to Caa3 from Caa1
   * Senior Unsecured Issuer Rating -- to Caa1 from B3

Moody's said the outlook remains negative.

As reported in the Troubled Company Reporter on Apr. 6, 2005,
Standard & Poor's Ratings Services lowered its ratings on
Inverness Medical Innovations Inc., including the corporate credit
rating to 'B' from 'B+'.  S&P said the outlook is stable.


ITC HOMES: Robert Moore & Patricia Moore Want Four Leases Rejected
------------------------------------------------------------------
Robert Moore and Patricia Moore ask the Honorable Eileen W.
Hollowell of the U.S. Bankruptcy Court for the District of Arizona
in Tucson to compel ITC Homes, Inc., to reject four leases with:

   -- Max Crigger and Carol Crigger located at 130 North Suntan
      Drive, in Vail, Arizona (Lot 23, Block 25, Unit 30 in New
      Tucson Subdivision);

   -- Shenouda George and Nawal Abdelmessieh located at 100 North
      Suntan Drive in Vail, Arizona (Lot 22, Block 25, Unit 30 in
      New Tucson Subdivision), and 40 North Suntan Drive, in Vail,
      Arizona (Lot 20, Block 25, Unit 30 in New Tucson
      Subdivision); and

   -- Robert Moore and Patricia Moore located at 2 North Suntan
      Drive in Vail, Arizona (Lot 19, Block 25, Unit 30 in New
      Tucson Subdivision).

The monthly lease payments are:

   -- $2,673.33 for Max Crigger and Carol Crigger;

   -- $2,840.00 and $3,373.33 for Shenouda George and Nawal
      Abdelmessieh; and

   -- $4,193.33 for Robert Moore and Patricia Moore.

The Court will convene a hearing at 1:30 p.m. on Apr. 24, 2006, at
38 South Scott Avenue, Courtroom 430, in Tucson, Arizona, to
consider the couple's request.

Ronald Allen, Esq., and Cherel K. Copperstone, Esq., at Law Office
of Allen & Copperstone, PLLC, represent Robert Moore and Patricia
Moore.

Headquartered in Vail, Arizona, ITC Homes, Inc. --
http://www.itchomesinc.net/-- develops residential real estates.    
The Company filed for chapter 11 protection on Jan. 26, 2006
(Bankr. D. Ariz. Case No. 06-00053).  Scott D. Gibson, Esq., at
Gibson, Nakamura & Decker, PLLC, represents the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


IVOW INC: Recurring Net Losses Spur Auditors' Going Concern Doubt
-----------------------------------------------------------------
iVOW, Inc.'s (NASDAQ: IVOW) Form 10-KSB for the fiscal year ended
Dec. 31, 2005 includes a report from its independent auditors that
contains a going-concern qualification.

J.H. Cohn LLP has expressed substantial doubt about the Company's
ability to continue as a going concern after auditing its
financial statements for the fiscal year ended Dec. 31, 2005.  The
auditing firm pointed the Company's recurring net losses and
negative net cash flows from operating activities from its
inception.

As of Dec. 31, 2005, iVow had an accumulated deficit of
$74,414,141.

For the full year 2005, the Company incurred a $2,450,531 net loss
on $1,287,848 of revenues.

"With the recent Medicare ruling, we are intensely focused on
promoting the growth of our business as evidenced by the recent
contract signings with Clark Memorial Hospital, Goshen General
Hospital and Virginia Hospital Center, while also carefully
managing our financial position," said Dr. Michael H. Owens, Chief
Executive Officer of iVOW, Inc.  "Management is proactively
exploring a number of options, which, if successful, will help to
strengthen our overall position."

A full-text copy of the Company's 2005 Annual Report in 10-KSB is
available at no charge at http://ResearchArchives.com/t/s?7bf

                        About iVOW, Inc.

Based in San Diego, California, iVow, Inc. -- http://www.ivow.com/
-- provides program management, healthcare services, operational
consulting and clinical training services to employers, payors,
physicians and hospitals involved in the medical and surgical
treatment of the chronic and morbidly obese.  The Company also
provides specialized vitamins to patients who have undergone
obesity surgery.  Information on iVow's nutritional supplements
for post-surgical patients is at http://www.vistavitamins.com/  
iVOW is traded on the NASDAQ Capital Market under the stock symbol
IVOW.


JABIL CIRCUIT: Discloses Second Fiscal Quarter Financial Results
----------------------------------------------------------------
Jabil Circuit, Inc. (NYSE:JBL), reported net revenue for the
second quarter of fiscal 2006 ended February 28, increased 35% to
$2.3 billion compared to $1.7 billion for the same period of
fiscal 2005.

Under accounting principles generally accepted in the United
States of America, operating income for the second quarter of
fiscal 2006 increased 44% to $83.3 million compared to
$57.8 million for the same period of fiscal 2005.  On a GAAP
basis, net income for the second quarter of fiscal 2006 increased
50% to $69.0 million compared to $46.0 million for the same period
in fiscal 2005.  

Jabil's second quarter of fiscal 2006 core operating income
increased 41% to $96.2 million or 4.2% of net revenue compared to
$68.1 million or 4.0% of net revenue for the second quarter of
fiscal 2005.  Core earnings increased 43% to $78.7 million
compared to $54.9 million for the second quarter of fiscal 2005.  

Quarterly Highlights

   -- cash flow from operations was approximately $6 million for
      the second quarter of fiscal 2006;

   -- sales cycle for the second quarter of fiscal 2006 was 19
      days;

   -- annualized inventory turns for the second quarter of fiscal
      2006 were nine;

   -- capital expenditures for the second quarter of fiscal 2006
      were approximately $53 million;

   -- depreciation for the second quarter of fiscal 2006 was
      approximately $44 million;

   -- cash and cash equivalent balances were $919 million at the
      end of the second quarter of fiscal 2006; and

   -- Return on Invested Capital was 19% for the second quarter of
      fiscal 2006.

                        Business Outlook

"We are pleased with our second quarter results and the growing
strength of the business in the second half of our fiscal year,"
said Jabil President and CEO Timothy L. Main.  "Demand for Jabil's
outsourcing services continues to be broad-based across numerous
markets."

The company updated and raised its full fiscal year 2006 guidance
to 32 percent growth over fiscal 2005.  Jabil said it currently
expects fiscal year 2006 revenue of $9.9 billion, $600 million
higher than guidance the company provided in December 2005.  

Jabil Circuit, Inc. -- http://www.jabil.com/-- is an electronic  
product solutions company providing comprehensive electronics
design, manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more than
50,000 employees and facilities in 20 countries.  

Standard & Poor's Ratings Services places a BB+ preliminary rating
on Jabil Circuit's $1.5 billion senior and subordinated debts in
August 19, 2005.


J.L. FRENCH: Court Establishes May 1 as General Claims Bar Date
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
set May 1, 2006, at 4:00 p.m., as the deadline for all creditors
owed money by J.L. French Automotive Castings and its debtor-
affiliates, on account of claims arising prior to Feb. 10, 2006,
to file their proofs of claim.

Creditors must file written proofs of claim on or before the May 1
claims bar date and claim forms must be delivered to:

   If by messenger or overnight courier:

       J.L. French Automotive Casings, Inc.
       c/o BMC Group, Inc.
       P.O. Box 937
       El Segundo, CA 90245-0937

   If by standard mail:

       J.L. French Automotive Casings, Inc.
       c/o BMC Group, Inc.
       1330 East Franklin Avenue
       El Segundo, CA 90245
       Fax: (888) 316-2354

Aug. 10, 2006, at 4:00 p.m., is the claims bar date for
governmental units.

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the  
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Debtor filed for chapter 11 protection, it estimated
assets and debts of more than $100 million.


JORDAN INDUSTRIES: Rapid Debt Maturity Cues Going Concern Doubt
---------------------------------------------------------------
Auditors working for Ernst & Young LLP in Chicago, Illinois, have
substantial doubt about Jordan Industries, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2005, and 2004.  The auditors pointed to the company's substantial
debt maturing within the next year.

                            Financials

Jordan Industries delivered its financial statements for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 24, 2006.

The company reported a $6,011,000 net loss on $729,485,000 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $611,367,000
in total assets and $862,728,000 in total liabilities, resulting
in a $251,361,000 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $286,500,000 in total current assets available to pay
$450,463,000 in total current liabilities coming due within the
next 12 months.

Full-text copies of Jordan Industries, Inc.'s financial statements
for the year ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?7cc

Jordan Industries, Inc., was organized to acquire and operate a
diverse group of businesses with a corporate staff providing
strategic direction and support.  The Company is currently
comprised of 21 businesses which are divided into five strategic
business units: Specialty Printing and Labeling, Consumer
and Industrial Products, Jordan Specialty Plastics, Jordan Auto
Aftermarket, and Kinetek Inc.

At Dec. 31, 2005, the company's stockholders' equity deficit
widened to $251,361,000 from a $242,981,000 equity deficit at
Dec. 31, 2004.


J.P. MORGAN: Moody's Places Low-B Ratings on Two Cert. Classes
--------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Acquisition Corp 2006-
WMC1, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by WMC Mortgage Corp originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization,
excess spread, and an interest rate swap agreement.  Moody's
expects collateral losses to range from 4.70% to 5.20%.

The complete rating actions are:

        J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1

                   * Class A-1, Assigned Aaa
                   * Class A-2, Assigned Aaa
                   * Class A-3, Assigned Aaa
                   * Class A-4, Assigned Aaa
                   * Class A-5, Assigned Aaa
                   * Class M-1, Assigned Aa1
                   * Class M-2, Assigned Aa2
                   * Class M-3, Assigned Aa3
                   * Class M-4, Assigned A1
                   * Class M-5, Assigned A2
                   * Class M-6, Assigned A3
                   * Class M-7, Assigned Baa1
                   * Class M-8, Assigned Baa2
                   * Class M-9, Assigned Baa3
                   * Class M-10, Assigned Ba1
                   * Class M-11, Assigned Ba2


KAISER ALUMINUM: District Court Consolidates Plan-Related Appeals
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 9, 2006,
Twenty-four insurers took an appeal from Judge Fitzgerald's order
and findings of fact and conclusions of law confirming the Second
Amended Plan of Reorganization filed by Kaiser Aluminum
Corporation and its debtor-affiliates, to the U.S. District Court
for the District of Delaware.

The Insurers want the District Court to review the Bankruptcy
Court's decision.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that prior to filing their request
to consolidate all appeals filed by the 24 insurers and Duncan
McNeill with the U.S. District Court for the District of
Delaware, the Plan Proponents conferred with Columbia Casualty
Insurance Company and certain insurers.

The Plan Proponents are:

    -- the Reorganizing Debtors,

    -- the Official Committee of Unsecured Creditors,

    -- the Official Committee of Asbestos Claimants,

    -- the Official Committee of Retired Employees,

    -- Martin J. Murphy, as Legal Representative for Future
       Asbestos Claimants, and

    -- Anne M. Ferrazi, as Legal Representative for Future Silica
       and Coal Tar Pitch Volatiles Claimants.

In that conference, the Insurers informed the Reorganizing
Debtors that they do not oppose consolidation of the Appeals but
opposed further briefing.

Although the Columbia Insurers' counsel indicated a willingness to
agree to an expedited briefing schedule, he advised he was not
authorized to make a proposal on behalf of the Insurers, Ms.
Newmarch says.

The Reorganizing Debtors' counsel tried, for several times, to
reach out with the Insurers regarding what would deem to be a
"reasonable" briefing schedule, but to no avail.

Ms. Newmarch points out that the Insurers' refusal belies their
assertions that they are interested in having the District Court
rule on the matter, "in a relatively short period of time."
Furthermore, Ms. Newmarch argues that the Insurers' argument that
further briefing is critical because one legal issue before the
Court "raises a matter of first impression in this Circuit" and
that they need to address the undisclosed "important colloquy"
between the Bankruptcy Court and the Insurers at the confirmation
hearing, is baseless.

Ms. Newmarch argues that contrary to the Insurers' contentions,
the Third Circuit in Combustion Engineering, 391 F.3d 190 (3d Ch.
2005) answered the very question now before the Court.

Although the Insurers argue that the Third Circuit in Combustion
Engineering merely "affirmed the settled principle that an
interest of the debtor in property . . . is property of the
debtor's estate within the meaning of Section 541(c)(1) [of the
Bankruptcy Code], regardless of any contractual anti-assignment
provision," the Insurers' proposed reading of the opinion is
absurd, Ms. Newmarch contends.

"The issue before the Third Circuit in Combustion Engineering was
not whether the debtor's insurance rights became property of the
estate notwithstanding the anti-assignment provisions in the
policies," Ms. Newmarch continues.  "Rather, the issue contested
by the parties in the case was the same issue as now before the
Court -- whether the transfer of the right to insurance proceeds
by the estate to the section 524(g) trust is permissible
notwithstanding the anti-assignment provisions in the policies."

Ms. Newmarch further notes that the Bankruptcy Court's ruling,
which is the subject of the Appeals, is limited to a one-sentence
legal conclusion -- "Section 1123(a)(5) of the Bankruptcy Code
expressly permits the transfer of the Reorganizing Debtors' rights
to proceeds from the Included PI Trust Insurance Assets under the
Plan and preempts any anti-assignment provisions of the Included
PI Trust Insurance Assets."

"Because this conclusion is purely legal, it is reviewed de novo,
and irrespective of the Bankruptcy Court's statements at the
confirmation hearing or any 'colloquy' that occurred, the
[District Court] must make an independent determination that the
legal conclusion is correct," Ms. Newmarch further asserts.  "The
correctness of the legal conclusion is not dependent upon the
Bankruptcy Court's statements at the confirmation hearing or its
interaction with the Insurers' representatives."

Moreover, the Insurers fail to even set out or summarize the
colloquy they suggest is so important, Ms. Newmarch says.  The
Bankruptcy Court's reasoning at the confirmation hearing was
principally that:

    -- the issue had been addressed by the Third Circuit in
       Combustion Engineering; and

    -- Section 1123(a)(5)(B) is clear that "estate property can
       be transferred in whole or in part to one or more entities,
       whether organized before or after confirmation of the
       plan."

According to Ms. Newmarch, the Insurers incorrectly assert that
consummation of the Plan is not dependent on a resolution of the
preemption issue anytime soon.

"The Insurers could not be more wrong.  As the Insurers well know,
until [the District] Court issues or affirms the Confirmation
Order, as required by section 524(g)(3)(A) of the Bankruptcy Code,
the Reorganizing Debtors cannot consummate the Plan," Ms. Newmarch
explains.

Given the Insurers' refusal to even propose a briefing schedule
notwithstanding the narrow legal conclusion and the substantial
passage of time that has already occurred, the Plan Proponents ask
the District Court to:

    (a) overrule the Insurers' Response; and
    (b) set a hearing to consider oral argument.

               District Court Consolidates Appeals

The Delaware District Court grants the Plan Proponents' request to
consolidate the Appeals.

District Court Judge Farnan further grants the Plan Proponents'
request:

    -- for a de novo review of the Bankruptcy Court's findings of
       fact and conclusions of law regarding the confirmation of
       the Reorganizing Debtors' Plan; and

    -- to waive the mediation requirement.

The District Court holds that based on the nature of the parties'
dispute and the specific legal issues raised, mediation would be
inefficient and unproductive.

Judge Farnan, however, denies the Reorganizing Debtors' request
for an expedited hearing and treatment of the consolidated cases.
The District Court declines to proceed in the manner suggested by
the Reorganizing Debtors.

The District Court believes that additional submissions by the
parties are necessary to a full adjudication of the issues.
Judge Farnan notes that the submissions can be made on a modified
schedule so that some measure of expedited treatment may be
afforded to the bankruptcy cases.

In lieu of formal briefing, Judge Farnan directs the parties to
submit memoranda on the issues presented.

The District Court will convene a hearing on the matter on
May 11, 2006, at 12:30 p.m., in Courtroom 4B, 4th Floor, Boggs
Federal Building in Wilmington, Delaware.

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


KANSAS CITY SOUTHERN: S&P Lowers Sr. Unsecured Debt Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kansas City Southern and Kansas City Southern de Mexico
S.A. de C.V. (previously TFM S.A. de C.V.) to 'B' from 'BB-'.  
The company's senior secured debt rating was lowered to 'BB-' from
'BB+' and senior unsecured debt rating lowered to 'B-' from 'B+'.  

The 'CCC' rating on the preferred stock rating remains on
CreditWatch.  All ratings remain on CreditWatch with negative
implications, where they were placed April 4, 2006.
      
"The rating actions reflect our increased concerns regarding
Kansas City Southern's liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.

In its 10-K filed on last week, Kansas City Southern disclosed
that its total liquidity was about $68 million at Dec. 31, 2005,
and that liquidity was further reduced on March 31, 2006, by
various payments totaling $44 million.  Much of the $44 million in
payments related to the settlement of obligations owed to TMM,
Kansas City Southern's former joint venture partner.  Kansas City
Southern has gotten waivers from its bank lending group for
various covenant violations in recent months and is replacing its
existing facility with a new facility.  The new facility, which is
expected to close this month, will be the same size as the
existing facility and will contain terms and conditions similar to
the existing facility, but with some added flexibility.

However, liquidity will remain constrained due to bond indenture
restrictions.  At Dec. 31, 2005, Kansas City Southern failed to
meet the consolidated coverage ratio (EBITDA/interest expense)
threshold of 2.00:1 included in its bond indentures.  The company
has stated that it expects to remain below this threshold until
the end of the third quarter of 2006.  Failure to meet this
threshold limits the company's ability to pay cash dividends and
to incur additional indebtedness (except to repay existing debt).
     
Kansas City Southern first disclosed its failure to meet the bond
indenture covenant threshold in mid-March 2006.  The covenant
issue arose primarily because of a noncash charge of $37.8 million
incurred in the third quarter of 2005 to recognize additional
costs related to occupational and personal injury claims.  The
company called for a shareholder meeting to vote on a proposed
amendment to terms of its 4.25% preferred stock, series C, to
allow for the payment of dividends in stock (the current terms
allow only for payment of dividends in cash), but the meeting was
adjourned due to failure to achieve a quorum.  If shareholder
approval is granted, the ratings on the preferred stock will be
reevaluated in the context of the agreement reached with the
shareholders and Kansas City Southern's overall credit quality.
Failure to achieve shareholder approval for the change in terms
would likely result in a lowering of the rating to 'C' until the
next dividend payment due date (mid-May) and then 'D' once the
dividend payments are missed.


KINETEK INC: 2006 Debt Maturity Triggers Going Concern Doubt
------------------------------------------------------------
Auditors working for Ernst & Young LLP in Chicago, Illinois,
raised substantial doubt about Kinetek, Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditors pointed to the company's substantial debt maturing
within the next year.

                            Financials

The company reported a $5,217,000 net loss on $337,524,000 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $372,072,000
in total assets and $404,266, resulting in a $32,194,000
stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $137,404,000 in total current assets available to pay
$343,688,000 in total current liabilities coming due within the
next 12 months.

                   Bank & Bond Debt Mature This Year

The company's 10-3/4% Senior Notes will mature on Nov. 15, 2006,
and its Credit Agreement will expire on Dec. 18, 2006.  The
Company is actively pursuing alternative financing to satisfy
existing creditors while providing working capital necessary to
support ongoing operations and the Company's acquisition strategy.

Full-text copies of Kinetek, Inc.'s financial statements for the
year ended Dec. 31, 2005, are available for free at
http://ResearchArchives.com/t/s?7be

Kinetek, Inc. -- http://www.kinetekinc.com/-- is a group of  
companies that manufactures AC Motors, DC Motors, Gearmotors,
Motor Speed Controls, and Gearing systems for a wide range of
markets.

At Dec. 31, 2005, the company's stockholders' equity deficit
swelled to $32,194,000 from a $25,236,000 equity deficit at Dec.
31, 2004.

                            *   *   *

As reported in the Troubled Company Reporter on Mar. 30, 2004,
Standard & Poor's Rating Service lowered its ratings on Kinetek
Inc. and its subsidiary Kinetek Industries Inc. including lowering
its corporate credit rating to 'B-' from 'B'.  At the same time,
S&P  assigned 'B' rating to the company's senior secured credit
facilities.  S&P also assigned 'B-' rating to the company's senior
secured notes.


KINGSLEY COACH: Equity Deficit Widens to $2.3 Million at Dec. 31
----------------------------------------------------------------
The Kingsley Coach, Inc., delivered its financial statements for
the second quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission on Mar. 24, 2006.

The company reported a $312,669 net loss on $1,019,018 of total
revenues for the three months ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $2,282,178 in
total assets and $4,675,221 in total liabilities, resulting in a
$2,388,043 stockholders' equity deficit.

The Dec. 31 balance sheet also showed strained liquidity with
$1,503,366 in total current assets available to pay $4,644,446 in
total current liabilities coming due within the next 12 months.

Full-text copies of The Kingsley Coach, Inc.'s financial
statements for the second quarter ended Dec. 31, 2005, are
available for free at http://ResearchArchives.com/t/s?7bb

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Mantyla McReynolds, LLC, expressed substantial doubt about The
Kingsley Coach, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended June 30, 2005, and 2004.  The auditing firm pointed to
the Company's accumulated losses since inception and negative
working capital as of June 30, 2005.

The Kingsley Coach, Inc. -- http://www.kingsleycoach.com/--  
manufactures motor homes, medical transport vehicles and emergency
response vehicles, under the trade name "Kingsley Coach."  
Although available for a broad variety of uses, each Kingsley
Coach has the same structural design.

At Dec. 31, 2005, the company's stockholders' equity deficit
ballooned to $2,388,043 compared to a $1,781,050 equity deficit at
June 30, 2005.


KRONOS INTERNATIONAL: Closes EUR400 Mln Private Debt Placement
--------------------------------------------------------------
Kronos International, Inc., a wholly owned subsidiary of Kronos
Worldwide, Inc. (NYSE: KRO), closed the private placement of
EUR400 million Senior Secured Notes due 2013 at an interest rate
of 6-1/2% and priced at 99.306%.

Kronos International conducts Kronos Worldwide's titanium dioxide
pigments operations in Europe.  The net proceeds of the offering
of approximately US$467.9 million, together with approximately
US$2.1 million of cash on hand, were used to repay Kronos
International's outstanding 8-7/8% senior secured notes due 2009.

The Notes were sold to qualified institutional buyers in the
United States in reliance on Rule 144A and to persons outside of
the United States in reliance on Regulation S under the Securities
Act of 1933, as amended.

Kronos International, Inc. -- http://www.kronostio2.com/-- is a  
wholly owned subsidiary of Kronos Worldwide, Inc., headquartered
in Dallas, Texas and produces titanium dioxide (TiO2) pigments in
Europe.  For the LTM ended Dec. 31, 2005, the company reported
sales of US$851 million.

                        *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service assigned a B2 rating to Kronos
International, Inc.'s new EUR400 million senior secured notes due
2013 and affirmed its corporate family rating and stable outlook.
Moody's views the refinancing of KII's existing EUR375 million
senior secured notes in order to reduce interest expense as
favorable and the EUR25 million increase in debt as not material
to the rating.  The rating on the EUR375 million senior secured
notes due 2009 will be withdrawn after they are repaid with the
proceeds of the newly issued notes due 2013.


LG.PHILIPS DISPLAYS: Has Interim Access to Lenders' Collateral
--------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware gave LG.Philips Displays USA, Inc.,
interim authority to use cash collateral securing repayment of its
prepetition debt to a consortium of lenders.

The Debtor is authorized to use the cash collateral through
April 30, 2006, according to a pre-approved budget.  A copy of
this budget is available for free at:

      http://researcharchives.com/t/s?7cb

The Debtor and its non-debtor affiliates jointly owe the lender
group approximately $573 million on account of a $2 billion debt
facility extended to the Debtor's parent, LG.Philips Displays
Holding B.V., in June 2001.  The Debtor unconditionally guarantees
its parent's obligations to the lender group.  As security agent
for the lender group, JPMorgan Chase Bank, NA, Hong Kong Branch,
holds a perfected, first priority lien and security interest in
all the Debtor's assets.

The Debtor needs to use the lenders' cash collateral to maintain
business relationships with its vendors and suppliers, purchase
new inventory and finance its operations.  

As adequate protection for the use of its cash collateral, the
Debtor grants JPMorgan valid, and perfected first-priority
replacement liens on and security interest in all of its assets.
The Debtor further grants JPMorgan an allowed super-priority
administrative claim in its Chapter 11 Case.

JPMorgan requires the Debtor to submit weekly reports of receipts,
disbursement and a reconciliation of actual expenditures versus
budgeted item.

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $50 million and
$100 million.


LG.PHILIPS DISPLAYS: Wants Conway MacKenzie as Financial Advisor
----------------------------------------------------------------
LG.Philips Displays USA, Inc., asks the Honorable Brendan Linehan
Shannon of the U.S. Bankruptcy Court for the District of Delaware
for authority to employ Conway MacKenzie & Dunleavy as its
financial advisor.

Conway MacKenzie will:

   (a) assist the Debtor in the preparation of financial related
       disclosures required by the Bankruptcy Court, including
       Schedules of Assets and Liabilities, Statement of Financial
       Affairs and monthly operating reports;

   (b) assist the Debtor with information and analyses required
       under the Debtor's financing;

   (c) assist with the identification and implementation of short
       term cash management procedures;

   (d) assist with the identification of executory contracts and
       leases and perform cost/benefit evaluations with respect to
       their affirmation or rejection;

   (f) assist the Debtor's management team and counsel focused on
       the coordination of resources related to the ongoing
       reorganization and sale effort;

   (g) assist in the preparation of financial information for
       distribution to creditors and others, including, but not
       limited to, cash flow projections and budgets, cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts, and analysis of proposed
       transactions for which Court approval is sought;

   (h) attend meetings and assist in discussions with potential
       investors, banks and other secured lenders, any official
       committee appointed in the Debtor's bankruptcy case, the
       United States Trustee, other parties-in-interest and their
       professionals, as requested;

   (i) assist in the preparation of information and analysis
       necessary for the confirmation of a plan of reorganization
       in the Debtor's bankruptcy case, including information
       contained in the disclosure statement, if applicable;

   (k) assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

   (l) give litigation advisory services and expert testimony on
       case related issues as required by the Debtor; and

   (m) render other general business consulting or other
       assistance as Debtor's management or counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in the Debtor's case.

Jeffrey L. Johnston, a partner at Conway MacKenzie & Dunleavy,
discloses that the Firm received a $150,000 unapplied prepetition
retainer.  The Firm's professionals bill:

   Designation                      Hourly Rate
   -----------                      -----------
   Partner                          $370 to $495
   Director                         $305 to $365
   Senior Associate                 $265 to $300
   Associate                        $195 to $260
   Paraprofessional                      $95

Mr. Johnston assures the Court that Conway MacKenzie & Dunleavy
does not hold any interest adverse to the Debtor's estate, and the
Firm is disinterested as that term is defined in Section 101(14)
of the Bankruptcy Code.

A full-text copy of the Debtor's Engagement Letter with Conway
MacKenzie & Dunleavy is available for a fee at:

http://www.researcharchives.com/bin/download?id=060411215108

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $50 million and
$100 million.


LONDON FOG: Section 341(a) Meeting Scheduled for April 24
---------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of London
Fog Group, Inc. and its debtor-affiliates' creditors at 2:00 p.m.,
on Apr. 24, 2006, at the C. Clifton Young Federal Building, 300
Booth Street, Room 2110, in Reno, Nevada.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in  
jackets and other professional apparel.  The company and six of
its 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., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated that their assets and debts
totaled $50 million to $100 million.


LONDOG FOG: U.S. Trustee Appoints Seven-Member Creditors Committee
------------------------------------------------------------------
The United States Trustee for Region 17 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in London
Fog Group, Inc. and its debtor-affiliates' chapter 11 cases:

    1. Seymour Gillman
       S.G.A. Recoveries, Inc.
       1700 North Dixie Highway, Suite 150
       Boca Raton, FL 33432
       Tel: (561) 392-7188

       Claims Assigned:

       Gun Yong Trading Co., Ltd.
       684-22, Yeoksam-1 Dong
       Kangnam-Ku
       Seoul, Korea
       Tel: (02) 3462-3321
       Fax: (02) 3453-3787

       CK Global Inc.
       Suite #412, Milliako - 1st, 99-1
       Karak-Dong, Sonpaku
       Seoul, Korea
       Tel: (82) 2-409-5634
       Fax; (82) 2-409-5837

       ASD Asia Limited
       B-1211/12, Woolim Lion's Valley
       371-62, Gasan-Dong
       Keuchun-Ku
       Seoul, Korea
       Tel: (02) 2026-5066
       Fax: (02) 2026-5067

    2. Wing Tai Far East Development Ltd.
       Unit 03, 10/F, One Mongkok Road
       Commrecial Centre, KLN, H.K.
       Tel: (852) 241-40274
       Fax: (852) 241-22001

       Represented by: Ms. Jacqueline Wong
                       Unit 03, 10/F, One Mongkok Road
                       Commercial Centre, KLN, H.K.
                       Tel: (852) 241-40274

    3. Yea Han Trading Co. Ltd.
       13F-1, No. 223, Sec 5, Nanking E. Road
       Taipei, Taiwan, R.O.C.
       Tel: (886) 2-2766-6373
       Fax: (886) 2-2766-5468

       Represented by: Ivan Chang

    4. Distribution Resources, Inc.
       23001 54th Avenue South
       Kent, WA 98032
       Tel: (253) 395-5455
       Fax: (253) 395-5504

       Represented by: Pail Prusi

    5. Jenny's Garments, Inc.
       JG Building, C. Raymundo Avenue
       Maybunga, Pasig City
       Philippines
       Tel: (632) 641-4771
       Fax: (632) 641-4020

       Represented by: John T. Cua

    6. United Parcel Service
       307 International Circle, Suite 270
       Hunt Valley, MD 21030
       Tel: (410) 773-4033
       Fax: (410) 773-4057

       Represented by: Kelli J. Bohuslav-Kail

    7. Broome and Wellington
       86 Princess Street
       Manchester, MI 6 NG England
       Tel: (011) 44-161-236-2317

       Represented by: Bernard Rowe

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

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in  
jackets and other professional apparel.  The company and six of
its 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., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated that their assets and debts
totaled $50 million to $100 million.


LYONDELL CHEMICAL: S&P Puts BB- Corp. Credit Rating on Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term ratings,
including its 'BB-' corporate credit rating, on Lyondell Chemical
Co. and its affiliate Equistar Chemicals L.P. on CreditWatch with
positive implications.
     
The CreditWatch placement follows the recent announcement that
Lyondell and CITGO Petroleum Corp., partners in Lyondell-Citgo
Refining L.P. (LCR), have signed a letter of intent to explore the
sale of LCR's Houston, Texas-based refinery.  The sale of the
refinery, which is strategically located and has the capacity to
process 268,000 barrels of high sulfur crude oil per day, could
provide meaningful cash proceeds to Lyondell.
      
"The CreditWatch positive indicates that the long-term corporate
credit and issue ratings could be raised following the successful
completion of the transaction, if management uses the majority of
proceeds to accelerate its plans to reduce debt," said Standard &
Poor's credit analyst Kyle Loughlin.
     
Lyondell has indicated that the value of the refinery is supported
by:

   * the current environment of high demand for refined products
     in the U.S.; and

   * the shortage of available refining capacity.  

The sale of the LCR refinery could represent a solid step toward
improving overall credit quality, particularly in view of
potential for the commodity chemicals cycle to begin to level off
during 2006 and other challenges Lyondell faces such as the phase
out of MTBE usage in the U.S. (an important product for Lyondell)
and a recent lead paint ruling against its subsidiary, Millennium
Holdings LLC.  The divesture of the 58.75%-owned refinery would be
viewed as modestly negative in terms of diminished business
diversity and the loss of LCR's value as an important source of
cash flows during the downturn in the chemicals sector, but this
negative would be overshadowed by the reduced financial risk in
advance of the next chemical industry downturn if debt is reduced
as expected.  Timing for the refinery transaction has not yet been
specified but the companies have indicated an interest in moving
expeditiously to achieve the sale.
     
The CreditWatch placement will be resolved by the completion of
the proposed refinery sale process.  To achieve higher ratings,
considerable progress will have to be made toward the company's
debt reduction goals in advance of the next industry downturn.  
The review for an upgrade will also consider the outlook for
Lyondell's financial performance during the next several years,
the company's ability to efficiently manage through the continued
phase-out of MTBE in the U.S., and any implications the adverse
lead-paint ruling at Millennium could have for Equistar and
Lyondell.
     
The ratings on Millennium remain on CreditWatch with negative
implications, where they were placed Feb. 23, 2006, after a jury
verdict in Rhode Island found Millennium and two other companies
liable for the abatement of lead paint in that state.  These
developments bring into question the assumption of parental
support from Lyondell, particularly if the litigation results in
sizable liabilities or additional litigation risk for Millennium.
Therefore, the ratings on Millennium now have the potential to be
lowered below the ratings on Lyondell.


MAYTAG CORP: Moody's Lifts Debt and Corp. Family Ratings to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded the long term senior
unsecured debt rating of Whirlpool Corporation and its
subsidiaries to Baa2 from Baa1, and preferred stock rating to Ba1
from Baa3.  Shelf ratings to (P)Baa2/(P)Baa3 from (P)Baa1/(P)Baa2.  
Whirlpool's commercial paper rating of P-2 was confirmed.  These
actions, resulting from the closing of Whirlpool's acquisition of
Maytag, are consistent with the ratings indication given by
Moody's in January 2006.  The rating outlook is negative.  This
concludes Moody's review of Whirlpool's ratings started August
2005.

Concurrently, Moody's upgraded Maytag Corp.'s senior debt to Ba2
from B2, and its corporate family rating to Ba2 from B1, ending
the rating review from September 2005.  The B1 rating on Maytag's
bank credit facility, repaid in connection with the acquisition,
was withdrawn.

The new bond ratings reflect the indirect benefit of the
acquisition to bondholders, along with the lack of formal support
from Whirlpool.  Whirlpool has not announced that it will
explicitly support Maytag's debt, but a cross default provision in
Whirlpool's current credit facility provides a level of protection
for Maytag bondholders.  Maytag's debt and CFR ratings will be
withdrawn following this announcement because Moody's does not
believe it will have adequate information to maintain the ratings.

The downgrade reflects Whirlpool's increased leverage and weak
metrics following the acquisition, as well as the risks of
integration, persistent challenges to prices and market share, and
exposure to commodity price fluctuations.  The ratings continue to
be supported by Whirlpool's improved position in the U.S.
appliance market, its strong international presence, and good cash
flow which Moody's expects will be sufficient to finance
integration needs and repay debt over the medium term.

The rating outlook is negative.  Moody's expects Whirlpool's
metrics will remain weak for its rating category through 2007.
Ratings could fall if the meaningful decline in leverage or
operating margins did not show signs of run-rate improvement
within the next 18 -- 24 months.  Ratings could also fall if the
toll of competition accelerates, reducing the expected advantages
of the acquisition.  Ratings could stabilize if the integration of
Maytag yields higher than expected cost synergies, causing
operating margin to exceed 7%, debt / EBITDA below 2.0x, or FCF /
debt above 20%.

Whirlpool Corporation, with headquarters in Benton Harbor,
Michigan, is a global manufacturer and marketer of home appliances
under the Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other brand names.  Maytag, based in Newton, Iowa is the third
largest US-based appliance company.  The corporation's primary
brands are Maytag, Hoover, Jenn-Air, Amana, Dixie-Narco and Jade.


McCUNE PAPER: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: McCune Paper Co., Inc.
                P.O. Box 2602
                254 North Santa Fe
                Salina, Kansas 67402

Involuntary Petition Date: April 11, 2006

Case Number: 06-20458

Chapter: 11

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Petitioners' Counsel: Michael H. Traison, Esq.
                      Miller Canfield Paddock & Stone PLC
                      150 West Jefferson Avenue, Suite 2500
                      Detroit, Michigan 48226
                      Tel: (313) 496-7657

                            -- and --

                      Douglas M. Weems, Esq.
                      Spencer Fane Britt & Browne LLP
                      1000 Walnut Suite 1400
                      Kansas City, Missouri 64106
                      Tel: (816) 292-8264
         
   Petitioners                     Amount of Claim
   -----------                     ---------------
   International Paper                    $296,558
   c/o Dave Pettis
   xpedx MidAmerica Group
   1901 East 119th Street
   Olathe, Kansas 66061

   Georgia-Pacific Corporation             $98,000
   133 Peachtree Street Northeast
   P.O. Box 105605
   Atlanta, Georgia 30348

   Birchwood Foods                         $35,000
   P.O. Box 639
   Kenosha, Wisconsin 53144


MEDIA GENERAL: $600 Mil. NBC Deal Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed Media General, Inc.'s ratings on
review for possible downgrade in response to the company's
announced plan to acquire four NBC television stations from NBC
Universal for an approximate $600 million cash purchase price.
Moody's estimates that debt-to-EBITDA will increase significantly
to 5.3x from 3.3x as a result of the acquisition.

On Review for Possible Downgrade:

   Issuer: Media General, Inc.

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

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

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

Outlook Actions:

   Issuer: Media General, Inc.

   * Outlook, Changed To Rating Under Review From Stable

In its review, Moody's will focus on the:

   1) timing and execution risks associated with the company's
      plans to reduce leverage through divestitures and cash
      generated from operations; and

   2) the effect that the company's significant planned capital
      spending for 2006 and 2007 will have on the ability to
      delever.

Moody's will also consider the company's strategy with respect to
future acquisitions, the structure and terms of the debt upon
completion of the transaction, and the prospects for advertising
revenues in the company's local newspaper and broadcast markets.
In addition, Moody's will consider the beneficial effects from the
increase in business diversity, and the revenue and cash flow
benefits from the increased scale of operations and addition of
broadcast properties with favorable operating margins and growth
prospects.

Media General, headquartered in Richmond, Virginia, operates
newspapers, television stations and online enterprises, primarily
in the Southeastern United States.  Publishing assets include
three metropolitan newspapers, 22 daily community newspapers and
more than 100 weekly newspapers and other publications.  Broadcast
assets include 26 network-affiliated television stations.


MICRON TECH: Earns $193 Million During Second Quarter of FY 2006
----------------------------------------------------------------
Micron Technology, Inc., (NYSE: MU) disclosed results of
operations for its second quarter of fiscal 2006, ended March 2,
2006.

The Company had net income of $193 million on net sales of $1.2
billion for the second quarter of fiscal 2006.  For the first
quarter of fiscal 2006, the Company reported net income of $63
million on net sales of $1.4 billion.

The Company achieved an 8% reduction in cost per megabit for DDR
and DDR2 memory products comparing the second quarter to the first
quarter of fiscal 2006.  During the second quarter, the Company
continued to shift its product mix to higher margin products, with
CMOS image sensors leading gross margin performance across all
product categories.

The Company's revenue and gross margin decreased in the second
quarter compared to the first quarter of fiscal 2006 primarily as
a result of declines in average selling prices for memory
products.

IM Flash Technologies, LLC, a joint venture between the Company
(51%) and Intel Corporation (49%), began operations during the
second quarter of fiscal 2006.  IMFT manufactures NAND Flash
products for the Company and Intel.  The initial contributions
from the parties included cash from Intel in the amount of $500
million. In addition, the Company recognized a $230 million gain,
reflected in other operating income, on the sale of existing NAND
flash memory designs and certain related technology to Intel.

Effective as of the beginning of the third quarter of fiscal 2006,
the Company began consolidating the operating results of TECH
Semiconductor.  Production from TECH Semiconductor has
approximated 20% to 25% of the Company's overall memory
production.  The Company's arrangement with TECH Semiconductor has
historically been reported in revenue and cost of goods sold.

During the third quarter of fiscal 2006, the Company entered into
a merger agreement to acquire Lexar Media, Inc. in a stock-for-
stock transaction that will be accounted for as a purchase by
Micron.  Completion of the merger is subject to customary closing
conditions, including Lexar shareholder and regulatory approvals.

At the end of the second quarter of fiscal 2006, the Company had
$2.6 billion in cash and short-term investments.  During the
quarter, the Company generated $880 million in cash from
operations and invested $268 million in capital expenditures.  In
addition to scheduled payments on notes and capital leases in the
second quarter, the Company called for redemption of its 2.5%
convertible subordinated notes, and holders of these notes
converted them into 53.7 million shares of Company stock.

In connection with the conversion of these notes, the Company
negotiated the early termination of its call spread options for
net proceeds to the Company of $171 million that were received on
March 3, 2006, subsequent to quarter end.  The Company anticipates
capital additions for fiscal year 2006, with the inclusion of IM
Flash Technologies and TECH Semiconductor, will total
approximately $2.6 billion.

A five-page copy of Micron Technology's Consolidated Financial
Summary for the quarter ended March 2, 2006 is available for free
at http://researcharchives.com/t/s?7c1

                    About Micron Technology

Micron Technology, Inc. -- http://www.micron.com/-- is one of the  
world's leading providers of advanced semiconductor solutions.
Through its worldwide operations, Micron manufactures and markets
DRAMs, NAND flash memory, CMOS image sensors, other semiconductor
components, and memory modules for use in leading-edge computing,
consumer, networking, and mobile products.

                            *   *   *

On Dec. 8, 2005, Moody's Investors Service revised its ratings
outlook on Micron Technology to stable (Corporate Family Rating at
Ba3).  As reported in the Troubled Company Reporter on Jan. 13,
2005, Moody's affirmed these ratings:

   * Senior Implied rating at Ba3

   * Issuer rating at Ba3

   * Senior unsecured shelf registration rated at (P) Ba3

   * Subordinated shelf registration rated at (P) B2

   * $632 million 2.5% convertible subordinated notes due February
     2010 at B2

   * $210 million 6.5%, junior subordinated notes due September
     2005 at B2

reflecting Micron Technology's improved operating results over the
last few quarters and expectations that, while perhaps less
robust, Micron should demonstrate good results over the next year.  
The ratings outlook, Moody's said, remains negative, driven by
continued concerns of its ability to sustain positive cash flow
from operations after meeting investment requirements.


MOTIVE INC: Faces Nasdaq Delisting Due to Late Filing of Form 10-K
------------------------------------------------------------------
Motive, Inc. (NASDAQ:MOTVE) received a letter from The Nasdaq
National Market stating that the company has failed to file its
Annual Report on Form 10-K for the year ended Dec. 31, 2005 and,
therefore, is not in compliance with NASDAQ Marketplace Rule
4310(c)(14) and is subject to delisting.

NASDAQ Marketplace Rule 4310(c)(14) requires that Motive make, on
a timely basis, all filings with the Securities and Exchange
Commission, as required by the Securities Exchange Act of 1934, as
amended.  NASDAQ rules also require that Motive make a public
announcement through the news media, which discloses receipt of
the letter.

Motive has previously stated that it will require additional time
to file its financial reports with the SEC because of the
company's decision to expand its financial restatement to include
periods dating back to 2001.  As a result, Motive will be unable
to meet an April 13, 2006 deadline previously granted by NASDAQ.  
Accordingly, Motive's common stock will be subject to delisting.  
If delisted, the company expects its common stock to trade on the
over-the-counter market and the company intends to file for
reinstatement with The Nasdaq National Market as soon as possible
after becoming current with its periodic financial reports.

                       About Motive, Inc.

Based in Austin, Texas, Motive, Inc. -- http://www.motive.com/--  
has pioneered a unique approach to designing management services
into Internet-era networks, systems and applications.  Founded in
1997, Motive's software makes complex products and services self-
managing, reducing overhead costs and optimizing customers' return
on investment.  With offices in Europe and Asia, companies
worldwide have relied on Motive's software to provide a range of
problem remediation and configuration management tasks for more
than 45 million endpoints.


MUSICLAND HOLDING: Gets OK to Honor Prepetition Bonus Obligations
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 27, 2006,
Musicland Holding Corp. and its debtor-affiliates paid corporate
employees under the Management Incentive Program for performance
meeting various profitability or operational goals.

For fiscal year 2006, the Debtors have not, to date, made any
Corporate MIP payments.  The Debtors also did not make any
Corporate MIP payouts for fiscal year 2005.

Thus, the Debtors sought authority to continue and honor any
prepetition obligations owed under the Corporate MIP.

The Debtors also sought to enhance the Corporate MIP solely for
fiscal year 2006, to properly reward certain regular, full-time
officers, directors, managers, and specifically identified
individual contributors that have and will continue to play a
critical role in the Debtors' restructuring.

Under the modified Corporate MIP, the Debtors propose to pay 25%
of the current Corporate MIP fiscal year 2006 Target Bonuses to
the Eligible Employees.  In addition, the Modified Corporate MIP
will reward the Eligible Employees for their efforts in the
Debtors' restructuring.

The Debtors believe that Modified Corporate MIP is critical to
their postpetition compensation structure to properly incentivize
the Eligible Employees that will be formulating and implementing
the initiatives necessary for the Debtors to accomplish their
financial and operational goals during their Chapter 11 Cases.

                            *    *    *

Judge Stuart M. Bernstein authorizes, but does not direct, the
Debtors to honor and pay the Shrink Plan, the Severance Program,
and the Field MIP in accordance with their current policies.  The
Court rules that the Debtors will keep the Official Committee of
Unsecured Creditors informed of their intention to make those
payments.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


N-45 FIRST: Moody's Holds Ba1 Rating on $3.7 Mil. Class E Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of N-45 First CMBS
Issuer Corporation, Commercial Mortgage-Backed Bonds, Series 2003-
3:

   * Class A-1, $100,666,817, Fixed, affirmed at Aaa
   * Class A-2, $228,469,000, Fixed, affirmed at Aaa
   * Class IO, Notional, affirmed at Aaa
   * Class B, $47,632,000, Fixed, affirmed at Aa2
   * Class C, $31,446,000, Fixed, affirmed at A2
   * Class D, $31,446,000, Fixed, affirmed at Baa3
   * Class E, $3,701,072, Fixed, affirmed at Ba1

The bonds are collateralized by three mortgage loans, which range
in size from 30.8% to 34.7% of the aggregate pool balance based on
current principal amounts.  As of the March 15, 2006 distribution
date, the aggregate certificate balance has decreased by
approximately 4.1% to $443.4 million from $462.4 million at
securitization due to loan amortization.

While the aggregate loan to value ratio of the loans has declined
by approximately 3.0% due to loan amortization, the initial
ratings levels were determined by including this future loan
amortization into the ratings levels given the high quality of the
buildings' tenancy.  The transaction is therefore performing in-
line with Moody's expectations, resulting in the affirmation of
all the bonds.

The Place Bell Loan, which comprises 34.7% of the pool balance, is
secured by a 989,800 square foot Class A office building located
in Ottawa, Ontario.  The building is currently 99.4% occupied,
compared to 98.9% at securitization.  The largest tenant is Bell
Canada, which occupies 48.0% of the building. Based on Moody's
adjusted cash flow of $20.2 million and a normalized
capitalization rate, Moody's LTV is 70.4% compared to 77.2% at
securitization.  Moody's current shadow rating is Baa3.

The Fifth Avenue Place Loan, which comprises 34.5% of the pool
balance, is secured by a 1.47 million square foot Class A office
building complex located in Calgary, Alberta.  The buildings are
currently 99.4% leased, compared to 99.8% at securitization. Based
on Moody's adjusted cash flow of $26.2 million and a normalized
capitalization rate, Moody's LTV is 53.8%, compared to 59.4% at
securitization.  Moody's current shadow rating is A2.

The Tour Bell Loan, which comprises 30.8% of the pool balance, is
secured by a Class A office building located in Montreal, Quebec.
The building is approximately 95.0% occupied, compared to 96.3% at
securitization.  The largest tenant is Bell Canada, which occupies
82.0% of the building.  Based on Moody's adjusted cash flow of
$16.2 million and a normalized capitalization rate, Moody's LTV is
77.8%, compared to 83.3% at securitization. Moody's current shadow
rating is Ba1.


NEW SKIES: Moody's Upgrades Debenture Rating to B2 from Caa1
------------------------------------------------------------
Moody's Investors Service withdrew the ratings of New Skies
Satellites, BV senior secured credit facilities, following the
completion of the acquisition by SES Global of New Skies' parent,
New Skies Satellite Holdings, Inc.  In addition, New Skies'
corporate family rating is upgraded to B1, the rating on senior
unsecured floating rate notes is upgraded to B1, and the rating on
senior subordinated notes is upgraded to B2.  The outlook is
changed to stable.

The upgrade in the corporate family rating reflects Moody's view
on the synergy benefits and the importance of NSE's five
satellites to SES' growth plans and the resulting uplift of being
assimilated into a larger and stronger rated entity, although SES
has not, nor is expected to issue any additional explicit direct
support of New Skies' remaining debt issues.  Although the senior
secured credit facilities were repaid at closing of the
acquisition, via the intercompany loan from SES, the corporate
family rating is tempered somewhat by the overall debt obligations
which remain unchanged in the aggregate, including about $206
million in other intercompany loans among various NSE entities.  
The upgrades of the senior unsecured notes and the senior
subordinated notes reflect their improved position in the overall
NSE capital structure following the repayment of the senior
secured debt.

The change in the outlook from positive to stable reflects the
previous anticipation of an upgrade as part of the announced SES
acquisition.

Moody's ratings actions:

Upgrades:

   Issuer: New Skies Satellites, BV

   * Corporate Family Rating, Upgraded to B1 from B2

   * Senior Subordinated Regular Bond/Debenture, Upgraded to
     B2 from Caa1

   * Senior Unsecured Regular Bond/Debenture, Upgraded to B1
     from B3

Withdrawals:

   Issuer: New Skies Satellites, BV

   * Issuer Rating, Withdrawn, previously rated B3

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B1

NSE, headquartered in The Hague, The Netherlands, is a global
provider of satellite services.  It owns and operates five fixed
service satellites and generated $241 million in revenue in 2005.
SES Global SA is a leading international provider of satellite
communications services, based in Luxembourg.  SES Global has a
corporate family rating of Baa2 with a stable outlook.


NORTHWESTERN CORP: Moody's Places Rating on Revenue Bonds at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the proposed
issuance of $170.2 million of pollution control revenue refunding
bonds, Series 2006, by the City of Forsyth, Rosebud County,
Montana.  The underlying borrower is NorthWestern Corporation. The
Aaa rating is based on a bond insurance policy to be provided by
Ambac Assurance Corporation, and is subject to review of final
documentation.  Proceeds from the offering will be used to redeem
in full two existing tax exempt debt issues for which NorthWestern
is the underlying borrower.

Moody's also assigned a Ba1 underlying rating to the senior
secured pollution control revenue refunding bonds, consistent with
the Ba1 rating on Northwestern Corporation's existing first
mortgage bonds.  The underlying rating considers that the
obligation of NorthWestern to provide funds for repayment of the
pollution control revenue refunding bonds will be secured and rank
pari-passu with NorthWestern's other senior secured debt. The
company's Corporate Family Rating continues to be Ba1.  The lack
of notching between the CFR and the senior secured rating
considers that a substantial majority of the company's debt is
senior secured.  Northwestern's rating outlook continues to be
positive.

Based on Moody's rating methodology for global regulated electric
utilities, NorthWestern's financial metrics for the year ended
Dec. 31, 2005, including funds from operations coverage of debt
and interest at 15.8% and 3x, respectively, could be consistent
with a rating that is one to two notches higher, for a company
that is engaged primarily in regulated utility activities,
assuming reasonably supportive regulatory treatment.  However, the
lower rating of Ba1 incorporates these factors that currently
constrain the rating:

   1) It is not yet clear that the improved 2005 level of
      financial performance can be sustained on a multi-year
      basis;

   2) The Montana regulatory environment is viewed as more
      challenging than other jurisdictions where NorthWestern
      operates.  This challenging regulatory environment could
      become an issue if significant rate increases are needed
      after the expiration of the currently below market power
      supply contract with PPL;

   3) Uncertainty about an ongoing Securities and Exchange
      Commission investigation related to actions of prior
      management and other shareholder litigation matters; and

   4) Concerns about a strategic review being conducted by
      NorthWestern's Board of Directors that could involve the  
      sale of the company or acquisitions to grow the company.

The positive outlook recognizes significant potential for an
upgrade over the next 12 to 18 months.  An upgrade will be likely
if Northwestern is able to demonstrate an ability to maintain
stronger financial performance, with funds from operations as a
percentage of debt in the mid-teens and FFO coverage of interest
near 3x on a multi-year basis with Moody's standard financial
adjustments, or if the company can make significant progress in
resolving its regulatory and strategic issues.

NorthWestern Corporation, headquartered in Sioux Falls, South
Dakota, conducts regulated electric and gas utility operations in
Montana, South Dakota, and Nebraska through its NorthWestern
Energy division.  The company also has limited non-regulated
business investments.


ONE GREGORY'S: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: One Gregory's, Inc.
        4885 Alpha Road, Suite 125
        Dallas, Texas 75244

Bankruptcy Case No.: 06-31531

Chapter 11 Petition Date: April 11, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

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

Total Assets: $1,383,161

Total Debts:  $1,717,859

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
LHM                                                    $745,128
4885 Alpha #125
Dallas, TX 75244

Tuscan Builders, L.P.                                  $458,315
3100 South Gessner #125
Houston, TX 77063

Kendyl Jacox                                           $150,000
4885 Alpha #125
Dallas, TX 75244

Neil Puckett Electric                                   $91,753

Crawford Electric Supply Co.                            $66,663

Internal Revenue Service         Taxes (4th/1st Qtr.)   $51,328

Drake Interiors LP                                      $49,795

Ryamark Mechanical, Inc.                                $38,328

American Stone Co.                                      $19,800

Simplex Grinnell LP                                     $16,736

Serres & Son Plumbing                                   $12,631

Texas Duct Systems                                       $5,053

Keizear & Murphy, LLC                                    $3,146

Morrison Supply                                          $2,841

Techniquex                                               $2,400

Nathan Sommers                                           $2,075
Jacobs & Gorman

Ferguson                                                 $1,765

Champion Rentals                                           $103

Brand & Allen Architects, Inc.                          Unknown

Simons                          Attorney for Landlord   Unknown


O'SULLIVAN INDUSTRIES: Successfully Emerges from Bankruptcy
-----------------------------------------------------------
O'Sullivan Industries, Inc. successfully exits from Chapter 11
protection on April 11, 2006.

"O'Sullivan emerges from Chapter 11 with new ownership, a very
manageable debt load, leaner more efficient operations and a
renewed focus on our customers and consumers," said Rick Walters,
Interim CEO of O'Sullivan Industries.  "O'Sullivan has had its
challenges in the past, but we are now poised to drive sales and
profitability for O'Sullivan and our key customers through
innovations in design, assembly, merchandising, advertising and
promotions."

In conjunction with its emergence from Chapter 11, O'Sullivan
closed on its exit financing loan agreement on April 11, 2006.  
The loan agreement provides a revolving credit facility of up
to $50 million, secured by substantially all the assets of the
company, of which $27.3 million was drawn on April 11, 2006.  
Also, $2.7 million of letters of credit are outstanding under the
loan agreement.  Amounts borrowed under the loan agreement will
used to repay amounts borrowed under its debtor-in-possession
credit agreement, to pay fees and expenses related to its
bankruptcy process and to provide working capital.

In addition, as provided in its plan of reorganization, O'Sullivan
issued $10 million aggregate principal amount of its secured notes
to the former holders of its senior secured notes.

Effective upon the emergence, O'Sullivan's new Board of Directors
is in place.  Serving on the Board of Directors are:

     * Rick Walters; Tom Shandell, founding partner and portfolio
       manager, GoldenTree Asset Management;

     * Michael Ranson, Director, Capital Solutions Group,
       GoldenTree Asset Management;

     * Eugene Davis, Chairman and CEO, Pirinate Consulting Group      
       LLC; and

     * James Malone, Founding Managing Partner, Qorval LLC.

                        About O'Sullivan

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and   
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  


PACKAGING DYNAMICS: Moody's Rates $150MM Subordinated Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Packaging
Dynamics Corporation's $90 million senior secured term loan due
2012, and a B3 to its $150 million senior subordinated notes due
2016.  In addition, Moody's assigned a B1 corporate family rating
and a stable outlook.

Key factors influencing PDC's ratings and outlook are:

   1) Subsequent to Thilmany LLC's acquisition of the former
      Packaging Dynamics Corporation, the combined company will
      have modest aggregate scale, three product lines and
      operations in one geography.  This provides a profile that
      remains consistent with that of a B rated paper and
      packaging company;

   2) Leverage that can provide credit protection measures of a
      low Ba rated paper and packaging company over the  
      intermediate term.  However, in the near-to-mid term,
      credit metrics could be adversely affected by execution
      risks.  In order for the company to maintain the existing
      B1 rating, it must be successful in executing synergies,
      improve overall profitability and reduce debt so that
      credit protection measures improve;

   3) Profit margins consistent with those of a B-to-Ba rated
      paper and packaging company;

   4) Low level of vertical integration; and

   5) Operational efficiency and margin stability have been
      recently volatile, representative of a B rating.

The stable outlook reflects Moody's view that key rating factors
are not likely to change over the near term.  However, if the
pricing environment and cost synergies strengthen, along with an
established track record of the company's current operating
strategy, PDC could improve its credit metrics on a sustainable
basis by reducing current debt levels.  Specifically, if the
company improves its credit metrics on a sustainable basis over
the next 12 to 18 months by lowering consolidated leverage on a
gross debt to adjusted EBITDA basis to 4.0x, generating
significant free cash flow, and maintaining good liquidity, the
ratings would likely improve.  Factors that could negatively
impact the ratings include a deterioration in liquidity, a
weakening of credit metrics, or additional debt-financed
acquisitions.

Proceeds from the term loan and notes will be used to finance
Thilmany LLC's acquisition of PDC and refinance existing debt. The
combination of the two companies will create a leading
manufacturer of flexible packaging products and specialty papers.
The ratings assume that the transaction will close in the amounts
and along the terms as presented.  PDC will be capitalized with
approximately $285 million of debt and contributed equity of $107
million, primarily from Kohlberg & Company.

In addition, Moody's confirmed the existing B2 rating of Thilmany
LLC and changed the outlook to stable.  Upon the closing of the
transaction, Moody's will withdraw the ratings on Thilmany LLC.

Packaging Dynamics Corporation, headquartered in Chicago,
Illinois, is a leading manufacturer and converter of value-added
food packaging products, specialty lightweight packaging, pressure
sensitive, and technical and industrial papers.


PAYETTE VALLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Payette Valley Cooperative, Inc.
        P.O. Box 68
        New Plymouth, Idaho 83655
        Tel: (208) 278-3281

Bankruptcy Case No.: 06-00390

Type of Business: The Debtor manufactures fertilizer and
                  other agricultural chemicals products.

Chapter 11 Petition Date: April 10, 2006

Court: District of Idaho (Boise)

Debtor's Counsel: D. Blair Clark, Esq.
                  Ringert Clark Chartered
                  P.O. Box 2773
                  Boise, Idaho 83701-2773
                  Tel: (208) 342-4591
                  Fax: (208) 342-4657

Total Assets: $1,452,328

Total Debts:  $510,656

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wilbur-Ellis Company             Business Expense       $93,057
4272 Paysphere Circle
Chicago, IL 60674

Internal Revenue Service         Taxes                  $62,000
Special Procedures
550 West Fort Street
Boise, ID 83724

Columbia Basin Ag Sales          Business Expense       $26,543
Dba Cleaver Ag, Inc.
P.O. Box 1192
Hermiston, OR 97838

Merial Ltd.                      Business Expense       $16,458

Jim Hicks & Company              Business Expense       $13,692

Montana Sulphur & Chemical       Business Expense       $11,113

Red West                         Severance Pay          $10,000

Farm City Supply                 Business Expense        $6,315

Western Laboratories Inc.        Business Expense        $6,183

Steve Regan Co                   Business Expense        $5,145

Lexron Animal Health             Business Expense        $2,506

John Deere Agris                 Business Expense        $2,306

Global Marketing                 Business Expense        $1,514

Yellow Pages                     Business Expense          $685

Insight Directories              Business Expense          $302

Progressive Business             Business Expense          $299

Ontario Photocopy                Business Expense          $212

Personnel Concepts               Business Expense           $40

US Bancorp                       Business Expense       Unknown

US Bancorp Manifest Funding      Business Expense       Unknown


PETER HALAMANDARIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Peter Halamandaris
        16089 Teckenburg
        Lodi, California 95240

Bankruptcy Case No.: 06-21043

Chapter 11 Petition Date: April 7, 2006

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: T. Mark O'Toole, Esq.
                  110 North San Joaquin Street #412
                  Stockton, California 95202
                  Tel: (209) 462-4983

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any creditors who are not insiders.


PHI INC: Moody's Puts B1 Rating on Proposed $150MM Note Offering
----------------------------------------------------------------
Moody's assigned a B1 rating to PHI, Inc.'s proposed $150 million
senior unsecured guaranteed notes offering.  Moody's also affirmed
the B1 Corporate Family Rating and changed the outlook to positive
from stable.  The note proceeds, along with a concurrent equity
offering of approximately $150 million will be used to fund the
tender of the existing $200 million 9.375% senior unsecured notes,
plus the tender cost of about $9.4 million, $78.9 million towards
the purchase of new aircraft and fees and expenses.  Moody's will
withdraw the ratings on the existing $200 million upon redemption.

The positive outlook reflects the company's progress in improving
its financial profile over the past three years and the resulting
improved credit metrics; a favorable outlook for its oil and gas
business, which is currently about 60% of consolidated revenues
and 80% of EBITDA; and the continued modification to the
helicopter fleet which is geared to the highly active deepwater
Gulf of Mexico and should help further enhance earnings and cash
flows in the near-term.

In order to be upgraded to Ba3, PHII will need to demonstrate that
it can achieve and sustain leverage within 2.5x in the upcycle
given the company's still smaller scale and geographic
concentration relative to its peers; and that the Air Medical
business becomes a meaningful contributor in terms of earnings and
cashflow to offset some of the inherent volatility in the oil and
gas business.  An upgrade would also be considered in the event
the company pursues geographic diversification with largely common
equity funded acquisitions.

However, the positive outlook would become negatively pressured if
the company's upcycle leverage increases to 3.5x and does not
appear to be temporary in nature.  As the company is expected to
utilize more operating leases for the new incoming aircraft which
is considered debt by Moody's, PHII's ability to effectively put
those new assets to work and offset the rising operating leases
will be important to maintaining the positive outlook.  The
outlook could also come under pressure if the operating
performance improvement stalls and the credit metrics are no
longer moving towards the direction of a Ba3 profile.

The ratings are still supported by the company's position as a
long-time leading provider of helicopter services to the oil and
gas industry in the Gulf of Mexico; still supportive commodity
price environment which should keep oil and gas exploration and
production activity levels high in the near term; PHII's reduced
leverage which provides better cushion against a potential
softening of activity; a bit of diversification from some
international operations and the company's attempt to expand into
the Air Medical business; and a seasoned management team.

Ratings continue to be restrained by the company's relatively
smaller scale compared with its peers; concentration in the mature
Gulf of Mexico regions that are contributing almost 80% of the
company's operating earnings; significant capital spending needs
of between $200 to $220 million over the next 24 months; marginal
cash flow so far from the air medical division; and intense
competition that has partially resulted in generally lower up-
cycle realization for oil-field services companies. Lastly, all of
the helicopter services operators in the Gulf of Mexico are
currently under investigation by the Department of Justice, for
potential antitrust violations following a subpoena issued on June
15, 2005.  To date, there has been no indications of any
wrongdoing.

PHI, Inc. is headquartered in Lafayette, Louisiana and is engaged
in providing helicopter transportation services primarily to the
oil and gas industry and healthcare industry.


PREMIUM PAPERS: U.S. Trustee Appoints Seven-Member Committee
------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Premium Papers
Holdco, LLC and its debtor-affiliates' chapter 11 cases:

    1. International Paper
       Attn: John E. Valas
       4049 Willow Lake Boulevard
       Memphis, TN 38118
       Tel: (901) 419-1296
       Fax: (901) 419-1236

    2. Boise White Paper LLC
       Attn: Steven R. Grant
       1111 Jefferson Street
       Boise, ID 83728,
       Tel: (208) 384-6642
       Fax: (208) 395-7363

    3. Danisco USA, Inc.
       Attn: Craig T. Myers
       10994 Three Mile Road
       Thomson, IL 61285,
       Tel: (815) 259-3311 ext. 201
       Fax: (815) 259-6202

    4. CenterPoint Energy Services
       Attn: Robert W. Claude
       111 Louisiana Street
       Houston, TX 77002
       Tel: (713) 207-5603
       Fax: (713) 207-0101.

    5. United Steelworkers
       Attn: David R. Jury
       Five Gateway Center, Room 807,
       Pittsburgh, PA 15222
       Tel: (412) 562-2545
       Fax: (412) 562-2429

    6. Northern States Power Company
       Attn: Peter M. Glass
       800 Wicholett Mall, Suite 2900
       Minneapolis, MN 55402
       Tel: (800) 328-8226
       Fax: (612) 215-4544

    7. Johnson Timber Company
       Attn: William B. Johnson
       9676 North Kruger Road,
       Hayward, WI 54843
       Tel: (715) 634-3065
       Fax: (715) 634-5755.

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

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide  
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and $50 million.


PREMIUM PAPERS: Section 341(a) Meeting Scheduled for April 28
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Premium
Papers Holdco, LLC and its debtor-affiliates' creditors at 1:30
p.m. on Apr. 28, 2006, at 2nd Floor, Room 2112, J. Caleb Boggs
Federal Building, 844 North King Street in Wilmington, Delaware.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide  
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and
$50 million.


PRESIDENT CASINOS: Chairman & CEO Fired & Disqualified from Board
-----------------------------------------------------------------
President Casinos, Inc.'s Board of Directors removed John E.
Connelly as the Chairman and Chief Executive Officer of the
Company and elected Terrence L. Wirginis as Chairman of the Board
and John S. Aylsworth as President, Chief Executive Officer and
Chief Operating Officer on April 4, 2006.

On the same date, the Board of Directors of the Company also
amended the Company's Bylaws of the Company disqualifying a person
from serving as a director on his 80th birthday or when a Court of
competent jurisdiction adjudged him an incapacitated person.  
Following the adoption of the Bylaw Amendment, Mr. Connelly did
not qualify as a director and, accordingly, his services as a
Company director is automatically terminated.

Mr. Wirginis, the newly elected Chairman of the Board, age 54,
served as Vice Chairman of the Board since July of 1997 preceding
his appointment as Chairman.  Mr. Wirginis has served as Vice
President, Marine and Development since August 1995 and as a
director since 1993.  Prior to his employment with the Company,
Mr. Wirginis provided consulting services to the Company with
respect to the Company's marine operations and the development and
improvement of the Company's facilities.  The Company has been
advised that Mr. Wirginis devotes an insubstantial amount of his
time to Gateway Clipper Fleet, a company in which he has an
ownership interest.

Mr. Aylsworth, the newly elected President, Chief Executive
Officer and Chief Operating Officer of the Company, age 55, served
as President and Chief Operating Officer since July 1997, and as a
director of the Company since July 1995.  Mr. Aylsworth served as
Executive Vice President and Chief Operating Officer of the
Company from March 1995 to July 1997.  Prior to joining the
Company, Mr. Aylsworth served as an executive officer for Davis
Companies, located in Los Angeles, California.  From January 1992
through October 1994, Mr. Aylsworth was Chief Executive Officer of
The Sports Club Company, a company, which operates premier health
sand fitness facilities in Los Angeles and Irvine, California.

                About President Casinos Inc.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  The
Company's balance sheet at Nov. 30, 2005 showed assets totaling
$66,292,000 and debts totaling $75,531,000.


PRESIDENT CASINOS: Ex-CEO Connelly's Co. Makes More Distributions
-----------------------------------------------------------------
J. Edward Connelly and Associates, Inc. (JECA), an entity
controlled by John E. Connelly, President Casinos, Inc.'s former
Chairman, Chief Executive Officer and director made further
distributions to:

   * John S. Aylsworth, the Company's President, Chief Executive
     Officer, Chief Operating Officer and Director;

   * Terrence L. Wirginis, the Company's Chairman of the Board and
     Director; and

   * Ralph J. Vaclavik, the Company's Chief Financial Officer.  

Pursuant to their agreement resolving various bankruptcy issues
with the Company's former gaming operations in Biloxi,
Mississippi.  The parties agreed that JECA would pay Messrs.
Aylsworth, Wirginis and Vaclavik a portion of the liquidation of
its Class B membership interest in President Broadwater.  

JECA holds a Class B membership interest in President Broadwater
Hotel, LLC, which owned various assets used in connection with the
Company's Biloxi operations.

As reported in the Troubled Company Reporter on April 19, 2005,
the Company sold substantially all of the real and personal
property associated with its Biloxi operations to Broadwater
Development, LLP, for around $82.0 million, subject to certain
post-closing adjustments.  

While final distributions are subject to final determination and
settlement of claims and expenses, the Company currently estimates
that the proceeds of the sale of the Biloxi Properties will not be
sufficient to satisfy JECA's liquidation preference of its Class B
membership interest in President Broadwater.  Under the Agreement,
these parties will receive

                                 Approximated Distribution
                                 -------------------------
   John S. Aylsworth                   $4.8 million
   Terrence L. Wirginis                $4.8 million
   Ralph J. Vaclavik                   $0.3 million

On June 7, 2005, JECA's Class B membership interest was partially
redeemed for $14,375,000, of which, Messrs. Aylsworth, Wirginis
and Vaclavik were paid $3,539,063, $3,539,063 and $218,750.

In August 2005, JECA's Class B membership interest was partially
redeemed for $1,400,000, of which additional distributions of
$332,500, $332,500 and $70,000 were made to Messrs. Aylsworth,
Wirginis and Vaclavik.

In February 2006, JECA's Class B membership interest was further
partially redeemed for $350,000, of which additional disbursements
of $84,688, $84,688 and $11,250 were made to Messrs. Aylsworth,
Wirginis and Vaclavik.

                About President Casinos Inc.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  The
Company's balance sheet at Nov. 30, 2005 showed assets totaling
$66,292,000 and debts totaling $75,531,000.


PRG-SCHULTZ: New CEO, Chairman & Chief Restructuring Officer
------------------------------------------------------------
The Board of Directors of PRG-Schultz International, Inc.,
unanimously elected James B. McCurry as President and Chief
Executive Officer of the Company.  On Mar. 30, 2006, Mr. McCurry
was elected Chairman of the Board, succeeding David A. Cole.

Mr. Cole previously served as non-executive Chairman of the Board.  
He continues as a director.

Mr. McCurry replaced John M. Cook.  Mr. Cook retired as the
company's Chairman, President and Chief Executive Officer.  

Mr. McCurry has been a partner at Bain & Co., an international
management-consulting firm.  He co-founded and served as Chairman
of specialty retailer Babbage's Inc., which became part of
GameStop, Inc.  Mr. McCurry has an M.B.A. from Harvard Business
School.

John M. Toma, the company's Vice Chairman also retired.

Peter Limeri joined the company as Chief Restructuring Officer.  
On Feb. 10, 2006, Mr. Limeri was appointed Chief Financial
Officer.

Mr. Limeri is responsible for restructuring and managing PRG-
Schultz's finances.  Mr. Limeri most recently served as Chief
Financial Officer and Chief Operating Officer of Nationwide
Furniture Inc., a portfolio company of Sun Capital Partners, a
private equity firm.

Prior to that, he served as Chief Financial Officer at Anderson
Press, Inc., which experienced a significant business turnaround
during his tenure.  

Before joining Anderson Press, he served as Vice President-Finance
of Cluett American where he was part of the team that led the
company's financial restructuring and business turnaround.  Mr.
Limeri graduated from Seton Hall University in South Orange, New
Jersey.

PRG-Schultz International, Inc. (NASDAQ: PRGX) --
http://www.prgx.com/-- and subsidiaries, incorporated in the  
State of Georgia in 1996, is the leading worldwide provider of
recovery audit services to large and mid-size businesses having
numerous payment transactions with many vendors.  The Company
currently provides services to clients in over 30 countries.

At Dec. 31, 2005, the company's balance sheet showed a
$102,365,000 stockholders' equity deficit compared to $103,584,000
of positive stockholders' equity at Dec. 31, 2004.

                            *   *   *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 11, 2006,
auditors working for KPMG LLP in Atlanta, Georgia, raised
substantial doubt about PRG-Schultz International, Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's:

   -- substantial debt obligations;

   -- significant losses for the years ended Dec. 31, 2003, 2004,
      and 2005;

   -- stockholders' equity deficit at Dec. 31, 2005.


PRO TECH: Eisner Expresses Going Concern Doubt
----------------------------------------------
Eisner LLP in New York raised substantial doubt about Pro Tech
Communications, Inc.'s ability to continue as a going concern
after auditing the financial statements for the years ended
Dec. 31, 2004, and 2005.  The auditor pointed to the company's net
losses since inception, working capital deficit, stockholders'
equity deficit, and financial dependence and support from its
principal stockholder, NCT Group, Inc.

                            Financials

The company delivered its financial statements for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission
on Mar. 23, 2006.

The company reported a $2,061,987 net loss on $1,260,978 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $3,203,516 in
total assets and $5,126,088 in total liabilities, resulting in a
$1,922,572 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $563,856 in total current assets available to pay $1,301,491
in total current liabilities coming due within the next 12 months.

Full-text copies of Pro Tech Communications, Inc.'s financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?7ba

Headquartered in Fort Pierce, Florida, Pro Tech Communications,
Inc. -- http://www.protechcommunications.com/-- engineers,  
designs, and distributes audio and communications solutions and
other products for business users, industrial users, and
consumers.  The company's products include:

   -- Apollo(TM) headsets and amplifiers for use in contact
      centers;

   -- ProCom(TM) headsets for use in quick-service restaurants;

   -- NoiseBuster(R) noise canceling consumer audio headphones;
      and

   -- NoiseBuster(R) noise canceling safety earmuffs for use in
      high noise industrial environments.


QUAKER FABRIC: PwC Expresses Going Concern Doubt
------------------------------------------------
Auditors at PricewaterhouseCoopers LLP in Seattle, Washington,
raised substantial doubt about Quaker Fabric Corporation's
(NASDAQ: QFAB) ability to continue as a going concern after
auditing the company's Dec. 31, 2005 and Jan. 1, 2005 consolidated
financial statements and its internal control over financial
reporting as of Dec. 31, 2005.  PwC pointed to the Company's
recurring losses from operations, certain debt covenant defaults,
and operating performance decline.

The Company reported a $26,256,000 net loss on $224,684,000 of net
sales for the year ended Dec. 31, 2005.

                          Lender Talks

On March 22, 2006, the Company entered into Amendment No. 4
with respect to the 2005 Credit Agreement.  Pursuant to Amendment
No. 4, the Company's lenders agreed to waive certain specified
covenant defaults as of the end of fiscal February 2006 and to
make certain other amendments to the 2005 Credit Agreement,
subject to certain terms and conditions.

Among the covenant defaults waived was the requirement that the
Company deliver its Fiscal 2005 audited financial statements to
the lenders without qualification or expression of concern, by the
Company's independent registered public accounting firm, as to
uncertainty of the Company to continue as a going concern, and it
should be noted that the report issued by the Company's
independent registered public accounting firm on the Company's
Fiscal 2005 financial statements includes an explanatory paragraph
raising substantial doubt about the ability of the Company to
continue as a going concern.

In addition, the Company's lenders have stated that they will
agree to review revised business plans and projections and make or
not make further amendments to the terms of the 2005 Credit
Agreement based on those revised business plans and projections,
however, they would not do so on the basis of the Company's
current business plans.

As of March 30, 2006, there were $37.4 million of loans
outstanding under the 2005 Credit Agreement, including the
remaining $18 million Term Loan component, and approximately
$4.6 million of letters of credit.  Pursuant to Amendment No. 4,
unused availability under the 2005 Credit Agreement fluctuates
daily.  On March 30, 2006, unused availability was $900,000 net
of the $8.5 million Availability Reserve, which includes the
$1 million increase in the Availability Reserve required by
Amendment No. 4.

A full-text copy of the Company's 2005 Annual Report in Form 10-K
is available at no charge at http://ResearchArchives.com/t/s?7b7

                       About Quaker Fabric

Based in Fall River, Massachusetts, Quaker Fabric Corporation --
http://www.quakerfabric.com/-- is a leading manufacturer of woven  
upholstery fabrics for furniture markets in the United States and
abroad, and the largest producer of Jacquard upholstery fabric in
the world.


RAILAMERICA INC: Earns $30.8 Million for Year Ended Dec. 31, 2005
-----------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) reported its financial results for
the fourth quarter and full year ended Dec. 31, 2005.

Income from continuing operations for the fourth quarter ended
Dec. 31, 2005, was $9.4 million, or $0.24 per share compared to
$4.3 million, or $0.11 per share for the same period in 2004.
Consolidated revenue from continuing operations for the fourth
quarter of 2005 increased $15.3 million, or 15.7%, to $112.1
million, from $96.8 million in 2004.  On a "same railroad" basis,
revenue for the fourth quarter of 2005 increased $8.9 million, or
9.1%, to $105.7 million, from $96.8 million in the fourth quarter
of 2004.

Consolidated operating income for the fourth quarter of 2005
increased to $14.0 million, compared to $11.9 million in 2004.  
The operating ratio for the fourth quarter of 2005 was 87.5%
compared to 87.7% in the 2004 quarter.  Casualty expense in the
fourth quarter of 2005 decreased to $5.6 million from $6.1 million
in the same period in 2004.  Interest expense in the fourth
quarter of 2005 increased to $6.6 million from $4.0 million in the
2004 quarter.

The fourth quarter 2005 track maintenance tax credit was $4.6
million.  Net income for the fourth quarter of 2005, which
includes discontinued operations, was $7.7 million, or $0.20 per
share, compared to $4.3 million, or $0.11 per share in 2004.  As a
result of the sale of the San Luis & Rio Grande railroad property
and the three Alberta railroad properties, the financial results
of those railroads have been reclassified to discontinued
operations.

For the year ended Dec. 31, 2005, revenue from continuing
operations increased 14.7% to $423.7 million from $369.4 million
in 2004.  Income from continuing operations for the year ended
Dec. 31, 2005, was $30.8 million, or $0.80 per share, compared to
a loss of $23.1 million or $0.66 per share from continuing
operations for the year ended Dec. 31, 2004.

The Company believes that presenting the results of 2004
operations adjusted for the refinancing costs, the E&N impairment
charge and the former CEO's retirement charge provide a better
basis for comparison of 2005's financial results with those of the
prior year.  Excluding charges of:

   * $12.6 million, ($8.7 million net-of-tax, or $0.25 per share)
     for the impairment of the E&N Railway;

   * $39.5 million (of which $20 million was non-cash)
     ($26.9 million net-of-tax, or $0.77 per share) for the debt
     refinancing; and

   * $6.7 million, ($5.6 million net-of-tax, or $0.16 per share)
     for the former CEO's retirement in 2004

earnings from continuing operations were $18.1 million or $0.52
per share.

The operating ratio for 2005 was 87.9% compared to 84.3% in 2004,
including the above 2004 adjustments.  The full year 2005 track
maintenance tax credit was $12.7 million.  Net income for the
year ended Dec. 31, 2005, which includes discontinued operations,
was $30.8 million, or $0.80 per share, compared to a loss of
$25.9 million or a loss of $0.74 per share for the year ended
Dec. 31, 2004.

Charles Swinburn, RailAmerica's Chief Executive Officer said,
"Notwithstanding the challenges from our Ohio operations and Class
I congestion, I am pleased with our fourth quarter. Those results
included our recently acquired Alcoa railroads, whose performance
exceeded our initial expectations.  I am especially pleased with
the safety and training initiatives that we implemented in 2005.
In the fourth quarter, casualty and insurance expense declined to
5.0% of revenue from 6.3% in the 2004 quarter."

Michael Howe, RailAmerica's Executive Vice President and Chief
Financial Officer said, "Due to the sales of the SLRG and Alberta
properties, the results of those railroads are now in discontinued
operations.  The four properties sold generated revenue of
approximately $7.8 million and earnings per share of $0.01 in the
fourth quarter 2005, and revenue of approximately $30 million and
earnings per share of $0.05 per share for the full year.  As of
Dec. 31, 2005, our net debt-to-capital ratio was 49.3%, which is
well within our desired range of 45 to 55 percent."

Full-text copies of RailAmerica, Inc.'s financial statements for
the year ended Dec. 31, 2005, are available for free at
http://tinyurl.com/j7g6c

RailAmerica, Inc. -- http://www.railamerica.com/-- is a leading  
short line and regional rail service provider with 43 railroads
operating approximately 8,000 miles in the United States and
Canada.  The Company is a member of the Russell 2000(R) Index.


READER'S DIGEST: Moody's Says Rating Outlook is Negative
--------------------------------------------------------
Moody's Investors Service changed the rating outlook for The
Reader's Digest Association, Inc.'s Ba1 Corporate Family Rating
and Ba2 senior unsecured note rating to negative from stable and
affirmed the existing ratings.  The change in the outlook reflects
that the company's more aggressive financial policies could lead
to higher-than expected leverage over the near to intermediate
term.

Outlook Actions:

   Issuer: Reader's Digest Association, Inc.

   * Outlook, Changed To Negative From Stable

Ratings Affirmed:

   Issuer: Reader's Digest Association, Inc.

   * Ba1 Corporate Family Rating

   * Ba2 senior unsecured

Moody's anticipated at the time of our last rating action on
May 6, 2005, that the company would use free cash flow for a
balanced combination of debt reduction and share repurchases and
that the company would not complete any significant debt-financed
acquisitions.  Continued debt reduction is important to moderate
the high level of business risk and low operating margins
associated with the company's mature publishing assets.

The company is utilizing debt more aggressively than Moody's
anticipated for share repurchases and plans to fund with debt the
$66 million purchase price for the recently announced acquisition
of Allrecipies.com.  Moody's is concerned that more aggressive
financial policies could lead to debt-to-EBITDA and debt-to-free
cash flow above levels supportable by the level of business risk
at the Ba1 CFR.  Moody's is also concerned that heightened
competition is leading to weaker than expected operating
performance in the Books Are Fun business, which triggered a $188
million goodwill write-down in the second fiscal quarter and will
challenge the company's ability to execute a turnaround in BAF's
operating performance.

A deterioration in revenues or operating margins or continued
heavy use of free cash flow and debt to return capital to
shareholders or fund acquisitions could lead to a downgrade. While
the company will utilize nearly all of the remaining unused
capacity on its $400 million revolver to fund the Allrecipies.com
acquisition, Moody's anticipates the company will seek to increase
the revolver commitment to restore the level of excess capacity
and liquidity that existed prior to the acquisition. However,
failure to restore the liquidity position could also lead to a
downgrade.

The rating outlook could stabilize if the company demonstrates a
commitment to debt reduction and generates stable to moderate
growth in organic revenues and operating margins.

The Reader's Digest Association, Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including magazines, books, recorded music collections
and home videos.  Products include Readers Digest magazine, which
is published in 48 editions and 19 languages. Annual revenues
approximate $2.4 billion.


REALITY WIRELESS: Files Four Amended Quarterly Financial Reports
----------------------------------------------------------------
Reality Wireless Networks, Inc., dba Arabian Recab For Trading
Co., Ltd., delivered to the Securities and Exchange Commission on
Mar. 24, 2006, its amended financial statements on Form 10-QSB/A
for the three months ended:

   -- Dec. 31, 2004;
   -- Mar. 31, 2005;
   -- June 30, 2005; and
   -- Sept. 30, 2005.

The company reported these results for the three months ended:

                     Dec. 31     Mar. 31      June 30     Sept. 30
                      2004         2005         2005        2005
                    -------      -------      -------     --------
  Revenues                $0          $0           $0   $4,338,382

  Net Loss        $1,030,455    $723,805   $7,013,378     $226,481

The company's balance sheets show:

                     Dec. 31     Mar. 31      June 30     Sept. 30
                      2004        2005         2005         2005
                    -------      -------      -------     --------
  Current Assets         $0           $0           $0  $17,133,974

  Total Assets      $37,698      $21,375      $21,375  $41,472,041

  Total Current
  Liabilities    $2,328,589   $2,409,924   $2,649,298  $17,918,482
   
  Total
  Liabilities    $2,356,000   $2,409,924   $2,627,923  $28,735,593

  Stockholders'
  Equity
  (Deficit)     ($2,318,303) ($2,388,549) ($2,627,923) $12,736,448

Full-text copies of Reality Wireless Networks, Inc., dba Arabian
Recab For Trading Co., Ltd.'s financial statements are available
for free at:

   Three Months Ended      URL
   ------------------      ---
   Dec. 31, 2004           http://ResearchArchives.com/t/s?7c9
   Mar. 31, 2005           http://ResearchArchives.com/t/s?7c8
   June 30, 2005           http://ResearchArchives.com/t/s?7c7
   Sept. 30, 2005          http://ResearchArchives.com/t/s?7c6

                     Fiscal Year Change

These interim financial statements are generated based on
the change in fiscal year in accordance with Reality Wireless,
Inc.s' recent acquisition of Arabian Recab for Trading Co, Ltd.,
and reflect the third quarter financial assessment of Arabian
Recab.  In connection with the Merger Agreement, the Company
changed its Fiscal Year end to Dec. 31.

                    Arabian Recab Merger

On July 21, 2005, the company and Arabian Recab For Trading Co.,
entered into an agreement to merge a wholly owned subsidiary of
the company with Arabian Recab and to rename the Company "Recab
International," which was subsequently amended, effective Aug. 19,
2005.

The agreement provides that all shares of common stock of Arabian
Recab issued and outstanding at the time the merger are converted
into common stock of the company.  The holders of Arabian Recab
equity interests prior to the Effective Time will hold 98% of all
shares of the Company 's common stock outstanding immediately
after the share exchange.

            Salberg Resignation & Going Concern Opinion

Salberg & Company, P.A., notified the company of its resignation
as its principal, independent accountant.  Salberg audited the
company's financial statements for the year ended Sept. 30, 2004.

Salberg's 2004 report contained substantial doubt about the
company's ability to continue as a going concern.

The Company subsequently engaged AlAzem, AlSudairy & AlNemer, a
Saudi Arabia based affiliate of Horwath International,
specifically for the purpose of completing US GAAP compliant
audits in connection with the reverse merger, which were filed on
Form 8-K dated Dec. 22, 2005.

The Company is currently seeking to engage a United States based
principal account do conduct its audits and review its SEC
filings.

                  About Reality Wireless Networks

Reality Wireless Networks, Inc., dba Arabian Recab For Trading
Co., Ltd., is a Saudi Arabian based operating company primarily
focusing on transportation, transportation-related industries and
in construction materials.  Arabian Recab operates four primary
divisions, including automobile & automotive equipment importation
(into Saudi Arabia), transportation & logistics, private
transportation, and building materials & concrete products.


RESIDENTIAL CAPITAL: DBRS Rates Proposed $1 Bil. Note at BBB(Low)
-----------------------------------------------------------------
Dominion Bond Rating Service assigned a rating of BBB (low) to the
proposed $1 billion Subordinated Note issuance of Residential
Capital Corporation's.  A BBB rating has also been assigned to the
proposed $2.5 billion Senior Note issuance.  The proposed Senior
Note issuance will rank pari passu with currently outstanding
Senior Unsecured Debt of ResCap.  All existing ratings are
maintained "Under Review with Developing Implications".

ResCap intends to use the proceeds of this proposed issuance,
along with cash from other funding sources to pay the $3.6 billion
outstanding balance under a $5 billion Subordinated Note held by
General Motors Acceptance Corp., its indirect parent.
DBRS believes that this is a positive step as it further reduced
its dependency on GMAC for funding.  Both proposed offerings are
unconditionally guaranteed by certain Residential Capital
Corporation's subsidiaries.

Rating Action:

   * Commercial Paper -- Under Review, Developing R-2 (middle)

   * Senior Unsecured Debt -- Under Review, Developing BBB

   * Subordinated Notes -- Under Review, Developing BBB (low)

DBRS maintains all existing ResCap's ratings as "Under Review with
Developing Implications" based on General Motors Corporation's
April 2, 2006, announcement that it has signed a definitive
agreement to sell a 51% interest in GMAC to a Consortium led by
Cerberus Capital Management, LP.  The transaction is expected to
close in the fourth quarter of 2006, subject to obtaining
regulatory approvals.  Upon completion, DBRS believes that this
transaction will effectively de-link the ratings of GMAC from that
of GM.

DBRS notes that the proposed issuance will significantly reduce
ResCap's dependency on GMAC for funding.  Moreover, further
progress in severing the ResCap/GMAC relationship would be viewed
positively in the context of the existing rating linkage. However,
given the current ownership structure of GMAC and ResCap, the
potential for ResCap to be caught up in a rapidly deteriorating
credit situation at GM could result in continued direct linkage of
ResCap's ratings to GMAC/GM's.  Nonetheless, DBRS will continue to
monitor the GM/GMAC/ResCap relationship and may alter the
ResCap/GMAC rating linkage in accordance with the companies'
decreased related party transactions and dependencies.

ResCap's ratings are based on the company's strong business
franchise and market position, overall acceptable performance, and
sound risk management practices.  As the sixth-largest provider of
residential mortgages in the U.S., ResCap's significant market
presence and franchise strength gives the company the size and
scale which are vital for success in the highly competitive
mortgage industry.

ResCap's 2005 worldwide originations increased 19.4% to $175.6
billion which has driven continued positive earnings momentum, but
profitability measures remain challenged by the competitive
environment.  Net income for the year 2005 increased 5.4% to $1.02
billion, yet, return on-average assets fell to .96%, which is
considered slight on a risk-adjusted basis.  DBRS believes that
the company benefits from earnings diversification provided by its
international operations and business lending activities which is
an advantage over many of its peers.

Capitalization and leverage is appropriate for the rating, however
leverage is trending higher.  The Company's total equity base has
grown to $7.5 billion or 6.3% of total assets at the end of Dec.
31, 2005, bolstered by GMAC's $2 billion debt-to-equity conversion
earlier in 2005.  Leverage compares favorably to its peer group
and is acceptable on a risk-adjusted basis.  The firm's success in
increasing unsecured funding through separate issuances, which
total four, including the proposed issuance, has improved the
company's liquidity profile and enhanced financial flexibility.  
After the proposed transaction, ResCap's affiliated borrowings
will be reduced to a $1.8 billion international revolving line of
credit, which at year end 2005 had approximately $1.0 billion
outstanding on this line.


RIVIERA HOLDINGS: Moody's Reviews Ratings Following $426MM Merger
-----------------------------------------------------------------
Moody's Investors Service placed the B2 credit ratings of Riviera
Holdings Corporation on review for possible downgrade.  The
ratings action follows the Company's announcement that it has
entered into a definitive merger agreement to be acquired by Riv
Acquisition Holdings Inc, a private investment group, for $17 per
share, excluding the shares of Riviera's Chairman and CEO, Mr.
William L. Westerman, which will be sold for $15 per share.  The
Company states that the total transaction price of $426.5 million
includes repayment or assumption of Riviera's $215 million senior
secured notes.

The rating action reflects:

   1) the uncertainty of the Company's future capital structure;

   2) the possibility that, following the acquisition, Riviera's
      credit metrics could fall below the B2 rating band; and

   3) the possibility that the existing notes could remain
      outstanding following the acquisition.

Moody's review of the credit ratings will focus on Riviera's post
acquisition capital structure and expected fundamental operating
performance of the Company's two properties.  If the existing
bonds are repaid Moody's will withdraw the ratings.  The Company
has stated a target acquisition close date of during the first
half of 2007.

On March 9, 2006 Moody's changed the ratings outlook on Riviera to
Developing from Negative.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and The Riviera Black Hawk
Casino in Black Hawk, Colorado.  In 2005 revenues were
approximately $202 million.


SALOMON BROTHERS: Moody's Lifts Ba1 Class BR Cert. Rating to Aaa
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes of
Salomon Brothers Commercial Mortgage Trust 2001-C2, Commercial
Mortgage Pass-Through Certificates, Series 2001-C2:

   * Class B, $36,751,000, WAC, upgraded to Aaa from Aa2
   * Class C, $10,810,000, WAC, upgraded to Aa1 from Aa3
   * Class D, $27,022,000, WAC, upgraded to A1 from A2
   * Class E, $11,890,000, WAC, upgraded to A2 from A3
   * Class F, $10,809,000, WAC, upgraded to A3 from Baa1
   * Class BR, $12,369,504, Fixed, upgraded to Aaa from Ba1

As of the March 13, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 5.2% to
$831.9 million from $877.6 million at securitization.  The
Certificates are collateralized by 137 loans, ranging in size from
less than 1.0% to 4.6% of the pool.

The upgrade of Classes B, C, D, E, F and BR is due to the
significant increase in defeasance since Moody's last review in
March 2005.  Eight loans, representing 12.9% of the pool, have
defeased and have been replaced with U.S. Government securities,
compared to 1.4% at Moody's last review.  The largest defeased
loan is the Birch Run Outlet Loan, which is the largest loan in
the pool, and consists of a $38.4 million senior interest which
supports the pooled classes and a $12.4 million junior interest
which supports Class BR.  The overall performance of the pool has
been stable since Moody's last full review in March 2005.


SEARS HOLDINGS: Reacts to Pershing's Call for Higher Tender Price
-----------------------------------------------------------------
Sears Holdings Corporation responded to Pershing Square Capital
Management, LP's call for a higher offer price for its stake in
Sears Canada Inc.  

As reported in the Troubled Company Reporter on April 10, 2006,
Pershing is ready to exercise its legal rights to secure a better
value for the shares that they say Sears Holdings is trying to
acquire for a "wholly inadequate" price.

Sears Holdings notes that Pershing Square claims to own only
5.6 million shares directly, all of which were purchased since the
mailing of the Company's offer on Feb. 9, 2006.

Sears Holdings says that it is disingenuous, at best, for Pershing
Square to purchase shares in the market at or around C$18 per
share and then turn around and say that a purchase by Sears
Holdings at a comparable price is unfair or that their "reasonable
expectations [were] frustrated."

According to Sears Holdings, Pershing Square used "cash-settled
derivative transactions" which it believes avoid the disclosure
obligations that otherwise would apply to direct ownership
pursuant to Section 102 of the Securities Act (Ontario).

During the period in which Pershing Square was purchasing these
shares, Pershing Square did not publicly disclose that it had an
economic interest in an additional 6.9 million shares.

The Company recognizes that Pershing Square has the right to
decide whether to tender or seek appraisal rights with regard to
the shares that it in fact owns, but regardless of the actions by
Pershing Square, Sears Holdings will own 100% of Sears Canada in
December.

While Pershing Square makes threats about various legal actions,
the Company is confident that it has scrupulously followed the
laws of Canada and the U.S.  Importantly, the fact that several
large and sophisticated shareholders independently decided to
accept its offer is compelling evidence that the offer is fair
and.   The Company says that any pursuit of a higher price through
the long and costly process of appraisal rights will be
unsuccessful.

                Notice of Variation and Change

Sears Holdings mailed its Notice of Variation and Change to
shareholders of Sears Canada on April 7, 2006.

As described in the Notice of Variation and Change, shareholders
who deposit their shares to the revised C$18.00 per share offer
will receive cash within 10 calendar days of the deposit.  Any
shares deposited on or after April 17, will be promptly taken up
and paid for by SHLD Acquisition Corp.

The decision by holders of a majority of the minority of common
shares of Sears Canada to support a transaction at C$18 per share
is the result of independent decisions by experienced, well-
informed, and significant shareholders of Sears Canada.

First, Natcan Investment Management, the largest shareholder other
than Sears Holdings, agreed to tender its 9 million shares in
December of 2005 at the initial offer price of C$16.86.

Second, on April 1, 2006, Vornado Realty Trust, the second largest
minority shareholder after Natcan, agreed to tender 7.5 million
shares at a revised price of C$18.  As part of this agreement,
SHLD Acquisition Corp. agreed to pay all shareholders the highest
price paid to any shareholder at any time until the earlier of
Dec. 31, 2008 or such time as SHLD Acquisition Corp. owns,
directly or indirectly, 100% of the Sears Canada shares.  

As required by the Canadian securities laws and as fully disclosed
in the Notice of Variation and Change mailed on Tuesday, April 4,
2006, this protection is provided to all Sears Canada
shareholders.  Further, consistent with obligations under the
Canadian and U.S. securities laws, neither SHLD Acquisition Corp.
nor Sears Holdings, is providing any consideration to Vornado that
it is not providing to all other Sears Canada shareholders.

Third, the agreements among Sears Holdings and certain
shareholders of Sears Canada in which they committed to vote their
shares in favor of a going-private transaction in December 2006 at
C$18.00 were reached through arms-length negotiations with each of
these shareholders.

As a result of the decisions to support the transaction by holders
of over 25 million shares, which represent the majority of the
shares not owned by Sears Holdings or its affiliates prior to the
commencement of the offer, Sears Holdings has sufficient shares to
assure a successful going-private transaction and ownership of
100% of the outstanding shares of Sears Canada in December 2006.

                       About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is    
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.  
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.


SEARS HOLDINGS: Canadian Unit President and CEO Steps Down
----------------------------------------------------------
Sears Canada Inc. (TSX: SCC) disclosed Monday that its Board of
Directors named Dene Rogers to the role of Acting President,
effective May 9, 2006, following the resignation on that day of
Brent Hollister, the Company's President and Chief Executive
Officer.

Alan Lacy, Vice Chairman of Sears Holdings Corporation and
Chairman of the Board of Directors of Sears Canada said, "Dene is
familiar with Sears Canada having been a member of the Board since
October, 2005, and brings a broad range of business skills and
industry experience during this critical period."

Mr. Rogers has been Executive Vice President, Restructuring and
Business Improvement at Sears Holdings since October, 2005 and
prior to this held the position of Executive Vice President and
General Manager of Kmart Stores. He joined Kmart in October, 2003.

Prior to Kmart, Mr. Rogers held several senior roles at Starwood
Hotels and Resorts, International and prior to that was Senior
Vice President, Development at GE Capital. Mr. Rogers is a
graduate of Yale University.

Mr. Hollister has served in virtually all sales, merchandising and
operating channels of Sears Canada during his 37 years.  He was
appointed President, Sales & Service in 2001, President and Chief
Operating Officer in 2002, and, since August 2004, has held his
current role as President & CEO and a member of the Board of
Directors.

                       About Sears Canada

Sears Canada - http://www.sears.ca/-- is a multi-channel retailer  
with a network of 188 corporate stores, 181 dealer stores, 65 home
improvement showrooms, over 2,100 catalogue merchandise pick-up
locations, 111 Sears Travel offices and a nationwide home
maintenance, repair, and installation network.  The Company also
publishes Canada's most extensive general merchandise catalogue
and offers online shopping.

                      About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is    
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.  
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.


SECURECARE TECHNOLOGIES: Euro Financial Grants $7 Million Loan
--------------------------------------------------------------
SecureCARE Technologies, Inc., gets access to a $7 million loan
under a Loan Agreement with Euro Financial Fidelity, Inc.

The Loan will be represented by a ten year 6% promissory note
providing for quarterly payments of accrued interest only
commencing April 1, 2007, and a balloon payment of all accrued
interest and principal on April 1, 2016.  The Loan Agreement
restricts the Company's use of the Loan proceeds to certain items
agreed to by the Company and Euro Financial.  

Payment of the Note is secured by 1,000 shares of newly authorized
Series C Contingently Convertible Preferred Stock.  Each share of
Series C Stock is convertible into 56,000 shares of the Company's
Common Stock (an aggregate of 56,000,000 shares) if the Company
defaults under the Note and Loan Agreement, but otherwise has no
voting rights, no rights to receive dividends nor any liquidation
preference.  Since the Company does not have sufficient shares of
its common stock authorized to meet this contingent obligation, it
agreed to increase its authorized shares of common stock at its
next shareholders' meeting.  The Company will also timely register
the shares, which are contingently issuable upon conversion of the
Series C Preferred.  Upon repayment of the Loan, the Series C
Stock will have no further rights.  The issuance of the Series C
Stock was exempt from registration by reason of Section 4(2) of
the Securities Act of 1933, as amended, as not involving any
public offering.

A full-text copy of the Loan Agreement is available for free at
http://ResearchArchives.com/t/s?7c3

A full-text copy of the Promissory Note is available for free at
http://ResearchArchives.com/t/s?7c4

Headquartered in Austin, Texas, SecureCARE Technologies, Inc.,
provides Internet-based document exchange and e-signature
solutions for the healthcare industry.

The Company's SecureCARE.net application is a secure, HIPAA-ready
tracking and reporting tool that streamlines operations while
providing physicians with additional revenue opportunities.

As of Sept. 30, 2005, SecureCARE Technologies, Inc.'s equity
deficit increased to $1,880,817 compared to a $907,080 deficit at
Sept. 30, 2004.

Neil Burley, the Company's Chief Financial Officer informed the
U.S. Securities and Exchange Commission on March 31, 2006, that
the Company has not been able to compile the requisite financial
data and other narrative information necessary to enable it to
have sufficient time to complete the Company's Annual Report on
Form 10-KSB by March 31, 2006, the required filing date, without
unreasonable effort and expense.


SENSATA TECH: Moody's Junks Proposed $450 Mil. Sr. Sub. Debt Issue
------------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating of B2 to Sensata Technologies B.V. in connection with its
pending acquisition by an affiliate of Bain Capital, LLC.  Moody's
also assigned these ratings to the preliminary tranching of the
proposed $2.25 billion in debt financing:

   -- B1 to Sensata's proposed $1.35 billion senior secured credit
      facilities, expected to be split between US and Euro
      tranches;

   -- B2 to its proposed $450 million senior unsecured notes and
     
   -- Caa1 to its proposed $450 million of senior subordinated
      notes.  

Moody's assigned a SGL-2 liquidity rating, reflecting good
liquidity and expected covenant compliance.  The rating outlook is
stable.  The ratings are subject to confirmation of the final
tranching and financing documentation.

Sensata is the former Sensors & Controls Business of Texas
Instruments Incorporated.  On Jan. 9, 2006, Bain entered into an
agreement to purchase Sensata from TI for $3 billion in cash,
excluding fees and expenses.  The aggregate debt proceeds of $2.1
billion combined with a $985 million cash equity contribution from
Bain will be used to finance the acquisition.

The ratings reflect Sensata's (1) high debt leverage; (2) low
interest coverage; (3) relatively low free cash flow generation
relative to debt levels; (4) limited tangible asset protection and
(5) the potential reduction in financial and operating flexibility
resulting from operating for the first time as a stand-alone
company with a highly leveraged capital structure.

The primary factors supporting Sensata's ratings are:

   1) its track record of stable cash flow generation and margin
      expansion;

   2) Sensata's long standing customer relationships;

   3) the significant barriers to entry in Sensata's core
      markets;

   4) its above-average revenue visibility; and

   5) significant enterprise value support, reflected in part in
      Bain's sizeable equity investment.

These first time ratings were assigned:

   * Corporate Family Rating -- B2;

   * $150 million multicurrency revolving credit facility,
     due 2012 -- B1;

   * $1,200 million in aggregate senior secured term loan Bs,
     due 2013 -- B1;

   * $450 million in aggregate principal amount of Dollar-
     denominated and Euro-denominated senior unsecured notes, due
     2016 -- B2;

   * $450 million of U.S. senior subordinated notes, due 2016
     -- Caa1;

   * Speculative Grade Liquidity rating of SGL-2.

The rating outlook is stable.

Sensata Technologies B.V., incorporated under the laws of The
Netherlands and headquartered in Attleboro, Massachusetts, designs
and manufactures sensors and electrical and electronic controls
and operates in many countries around the world with manufacturing
operations in the Americas, Europe and Asia. Revenues for the year
ended Dec. 31, 2005 totaled approximately $1.1 billion.


SERACARE LIFE: Section 341(a) Meeting Scheduled for April 18
------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of SeraCare
Life Sciences, Inc.'s creditors at 1:30 p.m. on Apr. 18, 2006, at
the Office of the U.S. Trustee, 402 West Broadway (use C Street
entrance), Suite 630 in San Diego, California.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological   
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.  
S.D. Calif. Case No. 06-00510).  Brian Metcalf, Esq., and Suzanne
Uhland, Esq., at O'Melveny & Myers LLP, represent the Debtor.  
When the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


SIX FLAGS: S&P Affirms B- Corp. Credit Rating With Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Six
Flags Inc., including the 'B-' corporate credit rating, and
removed them from CreditWatch, where they were placed with
developing implications on Aug. 25, 2005.  The rating outlook is
stable.  Roughly $2.5 billion of total debt and preferred stock
was outstanding as of Dec. 31, 2005.
     
"The affirmation reflects Standard & Poor's expectation that
credit measures will continue to improve modestly in 2006, despite
the increase in operating expenses necessary to implement new
management's strategic plan," said Standard & Poor's credit
analyst Hal F. Diamond.
     
New York-based Six Flags is the world's largest operator of
regional theme parks.  The rating reflects:

   * the company's high debt leverage;
   * volatile profitability; and
   * negative discretionary cash flow over the past two years.

These considerations are partially mitigated by company's
competitive position and its degree of geographic and cash flow
diversity.


SOLAR TRUST: Moody's Holds Low-B Ratings on 4 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of seven classes of Solar Trust Commercial
Mortgage Pass-Through Certificates, Series 2002-1:

   * Class A-1, $78,204,297, Fixed, affirmed at Aaa
   * Class A-2, $127,959,000, Fixed, affirmed at Aaa
   * Class IO, Notional, affirmed at Aaa
   * Class B, $8,665,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $7,999,000, Fixed, upgraded to A1 from A2
   * Class D, $6,665,000, Fixed, upgraded to Baa1 from Baa2
   * Class E, $2,667,000, Fixed, upgraded to Baa2 from Baa3
   * Class F, $3,999,000, Fixed, affirmed at Ba2
   * Class G, $1,333,000, Fixed, affirmed at Ba3
   * Class H, $2,667,000, Fixed, affirmed at B2
   * Class J, $665,000, Fixed, affirmed at B3

As of the March 13, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 8.2% to
$244.8 million from $266.6 million at securitization.  The
Certificates are collateralized by 63 loans, ranging in size from
less than 1.0% to 7.9% of the pool, with the top ten loans
representing 50.8% of the pool.  The pool consists of a shadow
rated component, representing 14.9% of the pool, and a conduit
component, representing 85.1% of the pool.  One loan, representing
less than 1.0% of the pool, has defeased and is collateralized
with Canadian Government obligations.

The pool has not experienced any losses to date and there are no
loans currently in special servicing.  Eight loans, representing
4.8% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
88.7% of the pool.  Borrowers are only required to submit annual
financial statements and thus 2005 operating results are not yet
available.  Moody's weighted average loan to value ratio is 70.9%,
compared to 76.7% at securitization.  Moody's is upgrading Classes
B, C, D and E due to increased credit support and improved overall
pool performance.

The shadow rated component consists of two loans.  The largest
shadow rated loan is the Hotel Novotel Loan, which is secured by a
262-room full service hotel located in downtown Toronto, Ontario.  
Performance has been stable since securitization.  The loan has
amortized by approximately 7.4%.  Moody's current shadow rating is
A2, compared to A3 at securitization.

The second shadow rated loan is the Chateaugay Centre Loan, which
is secured by a 211,000 square foot enclosed retail center located
Chateaugay, Quebec, a submarket of Montreal.  The center is
anchored by Super C and Hart.  Performance has improved due to
higher income and stable expenses.  Moody's current shadow rating
is Baa1, compared to Baa3 at securitization.

The top three conduit loans represent 18.2% of the pool.  The
largest loan is the Langley Gate Shopping Centre Loan, which is
secured by a 152,000 square foot retail shopping center located in
the Langley suburb of Vancouver, British Columbia.  The center is
100.0% occupied, compared to 97.0% at securitization.  The loan
amortizes on a 25-year schedule.  Moody's LTV is 71.9%, compared
to 76.6% at securitization.

The second largest conduit loan is the La Porte de Gatineau Loan,
which is secured by a 155,000 square foot retail center located in
Gatineau, Quebec, in close proximity to Ottawa.  The property is
93.5% occupied, compared to 92.0% at securitization.  The loan
amortizes on a 25-year schedule.  Moody's LTV is 83.8%, compared
to 91.5% at securitization.

The third largest conduit loan is the Parkland Mall Loan, which is
secured by a 268,000 square foot enclosed retail center located in
Yorkton, Saskatchewan.  The center is anchored by Zellers, The Bay
and IGA and is 97.3% leased, compared to 96.0% at securitization.  
Hudson's Bay Company, which operates Zeller's and the Bay, was
acquired by Maple Leaf Heritage Investments Acquisition
Corporation in March 2006.  The loan amortizes on a 25-year
schedule.  Moody's LTV is 80.9%, compared to 85.6% at
securitization.

The pool's collateral is a mix of retail, office and mixed use,
industrial and self storage, lodging, multifamily and manufactured
housing, specialized uses, and Canadian Government obligations.  
The collateral properties are located in 9 provinces.  The highest
province concentrations are Ontario, Quebec, Alberta, British
Columbia and Saskatchewan.  All of the loans are fixed rate.  
Thirty-five loans, representing 61.2% of the pool, are 100%
recourse to the guarantors.


SOLO CUP: Gets Access to $80M Loan under Second-Lien Credit Pact
----------------------------------------------------------------
Solo Cup Company gets access to an $80 million loan under a
Second-Lien Credit Agreement signed on March 31, 2006.  

Solo Cup Investment Corporation guarantees the loan.  Bank of
America, N.A., serves as administrative agent.  Banc of America
Securities LLC is the sole lead arranger and sole bookrunning
manager under the loan agreement.

The Second Term Loan bears interest, at the option of the Company,
at a rate equal to LIBOR plus 4.50% per annum; or 3.50% per annum
plus the higher of:

   (a) the Bank of America prime rate; or
   (b) the Federal Funds rate plus 1/2 of one percentage point.

The principal amount will be due in February 2012.

The Company will use the proceeds reduce the amounts outstanding
under its domestic revolving credit facility under its Credit
Agreement dated February 27, 2004.

The Second Lien Facility borrowings are secured by substantially
all the Company's assets, subordinated to the Company's debts
under a First Lien Facility.  The Second Lien Facility borrowings
are further guaranteed by the Company's other domestic
subsidiaries.  

A full-text copy of the Second Lien Credit Agreement is available
for free at http://ResearchArchives.com/t/s?7c5

Headquartered in Highland Park, Illinois, Solo Cup Company --
http://www.solocup.com/-- manufactures disposable foodservice  
products for the consumer and retail, foodservice, packaging, and
international markets.  Solo Cup has broad expertise in plastic,
paper, and foam disposables and creates brand name products under
the Solo, Sweetheart, Fonda, and Hoffmaster names.  The Company
was established in 1936 and has a global presence with facilities
in Asia, Canada, Europe, Mexico, Panama and the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 4, 2006,
Moody's Investors Service assigned ratings on Solo Cup Company's
$80 million senior secured second lien term loan due 2012 at B3;
$150 million senior secured revolving credit facility maturing
Feb. 27, 2010, at B2; $638 million senior secured term loan B due
Feb. 27, 2011, at B2; $325 million 8.5% senior subordinated notes
due Feb. 15, 2014, at Caa1; and Corporate Family Rating at B2.


SOLUTIA INC: Wants Plan-Filing Period Stretched to October 10
-------------------------------------------------------------
Solutia Inc. ask the U.S. Bankruptcy Court for the Southern
District of New York to further extend the time during
which they have the exclusive right to:

    (a) file a plan of reorganization through and including
        October 10, 2006; and

    (b) solicit and obtain acceptances of that plan through and
        including December 11, 2006.

Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York,
notes that the Debtors have made remarkable progress toward their
reorganization.  The Debtors filed a Plan of Reorganization and
Disclosure Statement on February 14, 2005.  The Plan incorporates
the global settlement among Monsanto Company, Pharmacia
Corporation, the Official Committee of Unsecured Creditors and
the Retirees' Committee.

The Debtors are confident that the Plan will be adopted by the
requisite number of creditors and approved by the Court.

However, there is an unjustified risk that if the Plan or
Disclosure Statement is not approved, perhaps as a result of the
failure to resolve the adversary proceeding commenced on May 27,
2005, by JPMorgan Chase Bank, N.A., as Indenture Trustee, the
Exclusive Periods will have expired in the interim period, Mr.
Henes points out.

The Debtors believe the JP Morgan Adversary Proceeding is wholly
without merit and are confident that it will be rejected.
Nonetheless, should JPMorgan prevail on its claims and the Court
conclude that it has a secured claim of more than $450,000,000,
the Plan will no longer be confirmable as proposed and the
Debtors will have to return to the bargaining table, Mr. Henes
says.

In that scenario, the Debtors would be left to not only operate
their business, but to do so while attempting to formulate and
negotiate a new plan, assess competing plans if filed and contend
with the destabilizing effect that those events would have on
their business, employees, vendors and customers.

Mr. Henes assures the Court that the Debtors are not seeking to
extend their Exclusive Periods to pressure creditors to accede to
their reorganization demands.  The Debtors, Monsanto, Pharmacia,
the Creditors Committee and the Retirees' Committee have already
reached agreement on the terms of the Plan.

The Debtors seek an extension of their Exclusive Periods to
enable the Settling Parties, and potentially other parties, to
once again negotiate and reach accord on the terms of a new plan
of reorganization without the pressure of competing plans if the
Court ultimately does not approve the current Plan, Mr. Henes
says.

                         Court's Interim Order

Judge Beatty extends the time by which the Debtors have the
exclusive right to:

    (a) file a plan of reorganization to the later of:

           (i) April 25, 2006; or

          (ii) until the Court makes a final decision on the
               Debtors' request; and

    (b) solicit and obtain acceptances for that plan to the later
        of:

           (i) June 25, 2006; or

          (ii) until the Court makes a final decision on the
               Debtors' request.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STARWOOD HOTELS: Completes Sale of 28 Hotels to Host Marriot Corp.
------------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) completed the acquisition of
28 hotels from Starwood Hotels & Resorts Worldwide, Inc. and the
issuance of approximately 133.5 million shares of common stock of
the Company to Starwood stockholders.

The Company will also change its name to Host Hotels & Resorts,
Inc. on April 17, 2006, and on April 18, 2006, it will begin
trading on the New York Stock Exchange under the new ticker symbol
HST.

The Company and Starwood agreed to defer the purchase of two
hotels located in Fiji due to certain notice periods and approvals
that have not yet lapsed or been received.  As a result of the
deferral of the Fijian assets:

   * the purchase price for the transactions completed was reduced
     by approximately $129 million;

   * the amount of assumed debt was reduced by approximately
     $31 million; and

   * the cash consideration was reduced by approximately
     $98 million.

The Company also expects to complete the purchase of four
additional hotels from Starwood located in Europe by the
previously-reported joint venture between the Company and two
partners by no later than May 3, 2006 and to complete the purchase
of The Westin Europa & Regina in Venice, Italy by no later than
June 15, 2006.

"We are thrilled to announce the completion of the majority of
this transformational transaction and to officially announce our
name change to Host Hotels & Resorts," Christopher J. Nassetta,
president and chief executive officer, stated.  "We are also
pleased to have completed the financing of the cash portion of the
transaction as originally contemplated by completing certain high-
multiple asset sales, the formation of a European joint venture
and our recent issuance of senior notes.  Finally, we are very
excited to embark on a strategic partnership with Starwood and
look forward to working with Steve Heyer and his team in the years
to come to create value in this portfolio and on future
transactions."

                       About Host Marriott

Headquartered in Bethesda, Maryland, Host Marriott Corporation --
http://www.hostmarriott.com/-- is a lodging real estate company  
that currently owns or holds controlling interests in 130 upper
upscale and luxury hotel properties primarily operated under
premium brands, such as Marriott(R), Westin(R), Sheraton(R), Ritz-
Carlton(R), Hyatt(R), W(R), Four Seasons(R), St. Regis(R), The
Luxury Collection(R), Fairmont(R) and Hilton(R).

                      About Starwood Hotels

Headquartered in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
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.

As reported in the Troubled Company Reporter on Mar. 29, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' ratings on
Starwood Hotels & Resorts Worldwide Inc. subsidiary ITT Corp.'s:

   * $450 million senior unsecured notes, and
   * $150 million senior unsecured notes.

All other existing ratings for Starwood were affirmed, including
the 'BB+' corporate credit rating.  S&P said the rating outlook is
positive.


SUPERIOR ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Superior Energy Services, LLC
        14326 East Hawthorne Street
        Wichita, Kansas 67230

Bankruptcy Case No.: 06-40254

Chapter 11 Petition Date: April 10, 2006

Court: District of Kansas (Topeka)

Debtor's Counsel: Joseph M. Weiler, Esq.
                  Alderson Law Firm
                  2101 Southwest 21st Street
                  Topeka, Kansas 66604-1840
                  Tel: (785) 232-0753
                  Fax: (785) 232-1866

Total Assets:     $9,469

Total Debts:  $2,656,749

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Post Rock Gas, LLC               Contract            $2,003,250
1323 East 71st Street, Suite 300
Tulsa, OK 74136

Challenger Investment Company                          $552,979
c/o Edward B. Cordes
4949 South Syracuse, Suite 375
Denver, CO 80237

Tiger Natural Gas, Inc.          Trade Debt             $35,177
P.O. Box 702437
Tulsa, OK 74170

Bank of America                  Trade Debt             $13,831

Glenda Cafer                     Trade Debt             $12,900

American Arbitration Assoc.      Trade Debt              $8,512

Kenosha Operating, LLC           Trade Debt              $6,977

Circle 4 Drilling, LLC           Trade Debt              $4,000

Jeanette Hanson                  Trade Debt              $3,500

Midwest Energy Association       Trade Debt              $2,750

State Corporation Commission     Regulatory Fees         $2,589

Internal Revenue Service         Tax Obligation          $2,042

DC&B Supply                      Trade Debt              $1,911

Platts                           Trade Debt              $1,880

LSI Lubrication                  Trade Debt              $1,864

Trand, Inc.                      Trade Debt                $750

City of Pratt Finance Dept.      Trade Debt                $687

Rolling Thunder Gas Gathering    Trade Debt                $450

Doyle Dryers, Inc.               Trade Debt                $407

Central Kansas Medial Center     Trade Debt                $179


TENFOLD CORP: Issues Pref. Shares & Warrants in $2-Mil. Placement
-----------------------------------------------------------------
TenFold Corp issued units to TF Holdings, First Media L.P. First
Media TF Holdings, LLC, consisting of one share of TenFold's
Convertible Preferred Class A Stock, par value $0.001 per share,
and a warrant to purchase one half of one share of TenFold's
common stock.  The $2-million transaction was pursuant to a
March 29, 2006, Securities Purchase Agreement, signed among the
parties.  

In the aggregate, TF Holdings acquired 476,342 preferred shares
and a warrant to purchase 3,225,757 common shares.  The Warrant
exercise price is $0.62 per share, subject to adjustment.  The
Warrant may be exercised at any time, in whole or in part, until
March 30, 2011.   The holder of the warrant has the right to
exchange the Warrant, in whole or in part, prior to March 30, 2011
for common shares without the payment of an exercise price
pursuant to a formula contained in the Securities Purchase
Agreement and the Warrant.   

Under the Certificate of Designations for the Preferred Stock
filed with the Secretary of State of Delaware, each preferred
share is convertible at any time at the option of the holder into
13.54387 common shares, subject to adjustment.  In addition,
TenFold has the right to require conversion of the preferred
shares when the closing price of the Common Stock has exceeded
$5.00 per share for 30 consecutive trading days.

TenFold Corporation (OTC Bulletin Board: TENF) --
http://www.tenfold.com/-- licenses its patented technology for
applications development, EnterpriseTenFold(TM), to organizations
that face the daunting task of replacing obsolete applications or
building complex applications systems.  Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, EnterpriseTenFold technology lets a
small, team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications with
extraordinary speed, superior applications quality and power
features.

As of Sept. 30, 2005, TenFold's balance sheet reflected a
$945,000 stockholders' deficit, compared to $2,281,000 of positive
equity at Dec. 31, 2004.

                         *     *     *

                      Going Concern Doubt

Tanner LC expressed substantial doubt about TenFold's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2004.  The
auditor pointed to the company's problems in raising capital.


TOWER AUTOMOTIVE: Delays Filing of Annual Financial Report
----------------------------------------------------------
Christopher T. Hatto, Tower Automotive Inc.'s chief accounting
officer, tells the Securities and Exchange Commission that the
company's Form 10-K for the year ended December 31, 2005, could
not be filed by March 31, 2006, because Tower could not complete
the preparation of the required information without unreasonable
effort and expense.  

Mr. Hatto relates that Tower does not expect the Form 10-K to be
completed within the extended time frame permitted under Rule
12b-25 of the Securities Exchange Act of 1934.  Tower intends to
file its Form 10-K for the year ended December 31, 2005, as soon
as all information necessary to complete the report is available
to the company, Mr. Hatto says.

Tower expects to report a substantial net loss for the year ended
December 31, 2005.  However, according to Mr. Hatto, the loss is
expected to be significantly lower than the net loss of $533.9
million recognized during the year ended December 31, 2004.  The
net loss for 2004 reflected a goodwill impairment charge of
$337.2 million.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TOWER AUTOMOTIVE: Has Until July 31 to Decide on Unexpired Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until July 31, 2006, the period within which Tower
Automotive, Inc., and its debtor-affiliates can assume, assume and
assign or reject unexpired nonresidential real property leases.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that the Debtors are party to over 20 major facility
lease agreements, including leases for office space locations and
key production centers.  The Leased Facilities will factor
heavily into the Debtors' ongoing operational restructuring.  The
Debtors believe that they are current on all postpetition
obligations under the Unexpired Leases.

According to Mr. Sathy, the Debtors have already made significant
progress evaluating the Unexpired Leases.  As of March 9, 2006,
the Debtors have rejected nine different leases.  However, Mr.
Sathy explains that while the Debtors have made substantial
progress, they are still in the process of developing their
business plan and have not yet finished their analysis of the
remaining Unexpired Leases.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 31 Bankruptcy Creditors' Service, Inc., 215/945-7000).


TOWER AUTOMOTIVE: Wants to Assume Menlo Logistics Contract
----------------------------------------------------------
Tower Automotive, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to assume their transportation management services
agreement with Menlo Logistics, Inc.

Under the agreement, Menlo Logistics provided the Debtors with
transportation management and third-party logistical support in
connection with:

   -- the delivery of supplies, products and other materials used
      by the Debtors in the manufacture, distribution and sale of
      their products; and

   -- the delivery of the Debtors' finished products to their OEM
      customers.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that Menlo serves as the intermediary between the Debtors
and the various freight and shipping providers that are used by
the Debtors in the ordinary course of their business.

The Debtors believe that it would be extremely difficult to
replace Menlo as their third-party logistics provider and that
any transition would take at least six months to complete.  Menlo
and its network of freight providers service every Tower location
across the country.

Mr. Sathy explains that due to the "just-in-time" nature of the
Debtors' supply chain, any transition would require significant
cost and attention to reduce the risks associated with delayed
deliveries.  Moreover, the Debtors believe there are very few
third-party logistics providers who have the capabilities or
infrastructure to support their needs.

Menlo's specific duties under the Agreement include coordinating
timing and conditions, as well as negotiating costs, with the
freight providers, on behalf of the Debtors.  Furthermore, under
the Agreement, Menlo provides additional operational benefits for
Tower, as Menlo has numerous systems and logistics capabilities
that do not exist within Tower.  Thus far in 2006, the Debtors,
on a composite basis, have paid $358,000 per month in services
fees to Menlo.

                           Amendments

As a result of recently negotiated amendments to the Agreement,
the Debtors project their service fee costs to be reduced by
nearly 33% to $241,000 per month going-forward.  In addition to
the projected savings from the amended fee structure, the
derivative savings from Menlo's negotiated freight cost
reductions are expected to equal $5,000,000 over the two-year
term of the Agreement, Mr. Sathy says.  

The Debtors and Menlo stipulate that no outstanding cure amount
is owed to Menlo with respect to the Agreement.  To the extent
that a cure amount is determined to exist, Menlo agrees to waive
its cure rights.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 31 Bankruptcy Creditors' Service, Inc., 215/945-7000).


US CAN: Moody's Withdraws Ratings Following Ball Acquisition
------------------------------------------------------------
Moody's Investors Service withdrew the ratings of United States
Can Company.  Ball Corporation on Mar. 27, 2006 completed its
acquisition of the United States and Argentinean operations of
U.S. Can.

In connection with the transaction, the senior secured credit
facilities of U.S. Can were repaid, and tender offers were made
for U.S. Can's outstanding notes.  The tender offer for U.S. Can's
$125 million 10.875% senior secured second lien notes due July 10,
2010 resulted in a de minimis amount of the notes remaining
outstanding.  The tender offer for the 12.375% senior subordinated
notes due Oct. 1, 2010 resulted in about $9.5 million of the notes
remaining outstanding.  Ball has directed the trustee for the
senior subordinated notes to call the notes. All of the remaining
notes have been stripped of covenant protections and reporting
requirements.

Moody's withdrew these ratings:

   * $65 million senior secured first lien revolving credit
     facility, B3 withdrawn;

   * $250 million senior secured first lien term loan B, B3
     withdrawn;

   * $125 million second lien 10.875% notes due July 10, 2010,
     Caa2 withdrawn;

   * $172 million 12.375% senior subordinated notes due Oct. 1,
     2010, Caa3 withdrawn; and

   * Corporate Family Rating, B3 withdrawn.

The withdrawal of the ratings concludes the review commenced on
March 2, 2006.


VALOR COMMS: Alltel Merger Produces Windstream Communications
-------------------------------------------------------------
The new company to be formed through the spinoff of Alltel's
(NYSE: AT) landline business and merger with VALOR Communications
Group will be named Windstream Communications.

Jeff Gardner, president and CEO of Windstream Corporation,
disclosed announced the name and logo to employees Monday during a
Web cast.

"Windstream Communications builds on our 60-year history as a
reliable customer ally with fresh, innovative thinking and
technology to deliver the information, entertainment and personal
connections that customers need to thrive in today's global
economy," Gardner said.

"This is an important day for the wireline business because now
employees have a name to rally around and they can begin building
a distinct identity for Windstream," said Scott Ford, president
and CEO of Alltel.  "Windstream has the management strength, the
workforce talent and the capital structure to be successful in the
rural telecom space."

On Dec. 9, 2005, Alltel announced that it would spin off its
landline business and merge it with VALOR Communications Group.
The combination will create a major voice, broadband and
entertainment services company focused on the rural U.S.  The
transaction will reposition the remaining Alltel as a pure-play
wireless service provider with roughly 11 million customers in 34
states.

Windstream Communications' corporate headquarters will be located
in Little Rock.  The new company expects to trade on the New York
Stock Exchange under the ticker symbol "WIN" upon close of the
spinoff from Alltel and merger with VALOR, expected to be
completed by mid-year.

"Windstream will have a variety of service offerings including
voice, broadband and satellite TV, designed to help us 'win' in
the marketplace," said Keith Paglusch, chief operating officer of
the new company.

Company officials partnered with Lippincott Mercer of New York to
develop the new name and logo.  In addition, the company has
selected The Concept Farm of New York as its advertising agency.

                 About Windstream Communications

After separating from Alltel and merging with VALOR Communications
Group, Windstream Communications - http://www.windstreamcomm.com/
-- will provide voice, broadband and entertainment services to
customers in 16 states.  The company will have approximately 3.4
million access lines and about $3.4 billion in annual revenues.

                          About Alltel

Alltel Corp. -- http://www.alltel.com/-- with more than 15  
million communications customers in 36 states and nearly $10
billion in annual revenues, is a leader in the communications and
information services industries.  Alltel provides information
services to telecommunications, financial and mortgage clients in
more than 50 countries.

                   About Valor Communications

Headquartered in Irving, Texas, VALOR Communications Group --
http://www.valortelecom.com-- is one of the largest providers of  
telecommunications services in rural communities in the
southwestern United States.  The company, through its subsidiary
VALOR Telecom, offers to residential, business and government
customers a wide range of telecommunications services, including:
local exchange telephone services, which covers basic dial-tone
service as well as enhanced services, such as caller
identification, voicemail and call waiting; long distance
services; and data services, such as providing digital subscriber
lines.  

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2005,
Standard & Poor's Ratings Services placed its ratings on Valor
Communications Group Inc., including the 'BB-' corporate credit
rating, on CreditWatch with positive implications after the
announcement that Valor will merge with the newly formed wireline
company created by the spin-off of ALLTEL Corp.'s wireline
business.  Valor, an Irving, Texas-based rural local exchange
provider, has approximately $1.2 billion of outstanding debt.

"The CreditWatch placement reflects our expectation that the
business and financial profiles for the new company will be
stronger than Valor's current profiles," said Standard & Poor's
credit analyst Susan Madison.


VARIG S.A.: Needs More Time to Pay Brazilian Government Debt
------------------------------------------------------------
The Associated Press reports that Marcelo Bottini, CEO of VARIG
S.A., met with Waldir Pires, Brazil's Defense Minister, to ask the
Brazilian government for:

   -- a three-month delay to pay Infraero, Brazil's airport
      authority; and

   -- a two-month delay to pay BR Distribuidora, an affiliate of
      Brazilian government-owned oil company Petrobras.

VARIG owes airport authority about $54 million and spends about
$422,000 a day for airport fees, AP relates.

                     New Short-Term Financing

VARIG is also seeking financing to cover airport fees and fuel
costs, and to tide the airline over the offseason.

Bloomberg says VARIG is asking the Brazilian government for a
short-term credit line through Banco Nacional de Desenvolvimento
Economico e Social, the government-run national development bank.

However, according to Investnews (Brazil), the new BNDES chair
Demian Fiocca said a likely support to VARIG will go through
technical analyses as all financings granted by the bank.

Brazil's Finance Minister Guido Mantega also told Investnews that
it is not the government's role to help VARIG.  Mr. Mantega said
the government has done everything that could be done through
BNDES when the bank granted loans for the purchase of VarigLog
and VEM.

Mr. Bottini denied local reports that the airline will suspend
flights and ground its planes unless it gets financing.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: VarigLog Extends $350 Mil. Purchase Offer
-----------------------------------------------------
As widely reported, Varig Logistica S.A., has offered $350,000,000
to acquire VARIG, S.A.  However, VarigLog will not assume the
company's debts.

VarigLog is the former logistics arm of VARIG.  VarigLog said that
the proposed transaction intends to provide cash flow and reserves
necessary for VARIG's continuity.

According to Reuters, VARIG confirmed the $350-million saying the
investment would "make possible the recovery of Brazil's biggest
airline, keeping thousands of jobs."

The offer, however, does not sit well with the union of VARIG
crewmembers, Bloomberg News reports.  Union president Graziela
Baggio pointed out that the proposal plans to dismiss about 5,000
of the airline's 10,700 employees.  VarigLog also would not take
over the Debtor's BRL7,000,000,000 debt if it ends up buying the
airline.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Foreign Reps Ask Court to Endorse Recovery Plan
-----------------------------------------------------------
Vicente Cervo and Eduardo Zerwes, as Foreign Representatives of
VARIG, S.A., and its debtor-affiliates, ask the Hon. Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York to enter a permanent injunction order granting full force
and effect to the Foreign Debtors' Recovery Plan.

The Foreign Debtors' Plan is comprised of:

   a. The judicial recovery plan, which was approved by the
      general assembly of creditors on December 19, 2005, and
      then sanctioned and approved by the Brazilian Court in a
      decision dated December 28, 2005; and

   b. The corresponding Detailed Judicial Reorganization Plan,
      which was approved by the general assembly of creditors in
      the Foreign Proceedings on February 23, 2006.

To give effect to the terms of the Plan in the United States, it
is necessary for the U.S. Bankruptcy Court to convert to a
permanent injunction the Preliminary Injunction currently in force
in the Foreign Debtors' Chapter 11 proceedings, Rick B. Antonoff,
Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York,
contends.

The Permanent Injunction will:

   -- replace and supersede the Preliminary Injunction order; and

   -- serve to implement in the United States the injunctive
      effect of the Plan.

                   Preliminary Injunction Order

As previously reported, the Court entered in June 2005 the
Preliminary Injunction Order enjoining any party from taking
actions in contravention of the Foreign Debtors' proceedings
pending before the Commercial Bankruptcy and Reorganization Court
in Rio de Janiero, Brazil, pursuant to the New Bankruptcy and
Restructuring Law of Brazil.

Subsequent Preliminary Injunction Orders including those dated
Jan. 5, 2006, and Jan. 27, 2006, extended the Preliminary
Injunction.

The January 5 Preliminary Injunction Order provided for
conditions, including:

   -- the creation of a contingency plan for the orderly return
      of aircraft by the Foreign Debtors in the event of a
      liquidation; and

   -- recognition that any lessor claims arising from the
      implementation of the contingency plan would be afforded
      priority status over prepetition claims in the Foreign
      Proceedings.

By decision dated Jan. 6, 2006, the Brazilian Court ratified the
VARIG Contingency Plan for the Orderly Return of Aircraft and
recognized the priority nature of postpetition claims.

The January 27 Preliminary Injunction Order, inter alia:

   -- granted full force and effect to the Recovery Plan on a
      preliminary basis;

   -- extended the Preliminary Injunction through and including
      March 21, 2006; and

   -- set a hearing for March 17, 2006, to consider a
      continuation of the Preliminary Injunction or for the entry
      of a permanent injunction.

The Court later adjourned the March 17 hearing to April 27, 2006,
and extended the Preliminary Injunction through and including
April 28, 2006.

                              The Plan

The Plan, Mr. Antonoff relates, divides prepetition claims into
three classes as required by the NBRL:

   Creditor       Description
   --------       -----------
   Class I        Holders of credits derived from labor laws or
                  resulting from work accidents.

   Class II       Holders of credits with real collateral, i.e.,
                  secured creditors.

   Class III      Holders of unsecured, special-privilege,
                  general or subordinate credits, i.e., unsecured
                  creditors.

Pursuant to the Detailed Recovery Plan, Class I Creditors will
receive payment on account of their claims within a year of
approval of the Recovery Plan and may convert their claims into
equity interests in reorganized VARIG.  After a three-year grace
period, Class II Creditors who retain their "guarantees," that
is, liens, will be paid in full over seven years while Class III
will be paid in full over 10 years.

During the initial three-year grace period, BRL100,000,000 will
be designated to and divided among the Class II and Class III
Creditors to reduce the amounts of their claims.  Classes II and
III will also have the option to convert their debt into equity
in reorganized VARIG and the equity interests may be freely
traded, including in a public offering of shares of reorganized
VARIG contemplated by the Detailed Recovery Plan.  All three
Classes of Creditors will have therefore the option to convert
their debts into an indirect equity interest in the Foreign
Debtors.

Pursuant to the Plan, all of the shares held by the Ruben Berta
Foundation in the Foreign Debtors will be transferred to an
Equity Investment Fund.  Ownership of the EIF Control will be
divided between three EIF entities, each corresponding to a class
of creditors -- EIF-Credit I, EIF-Credit II and EIF-Credit III.  
In this manner, creditors may elect to convert their claims
against the Foreign Debtors into interests in the appropriate
EIF-Credit entity for their creditor class.

The NBRL provides that a judicial recovery plan constitutes a
novation of prepetition debt.  Thus, pursuant to the Plan, all
claims against the Foreign Debtors that arose on or before the
Petition Date are enforceable only to the extent provided by the
Plan.

After the grant of recovery relief on December 28, 2005, the
Foreign Debtors will remain under the supervision of the
Brazilian Court for two years to ensure the implementation of the
Plan.  At the end of this period, the Brazilian Court will
declare the judicial recovery procedure terminated and will
determine:

   -- the compensation of the judicial administrator appointed by
      the court;

   -- the value of the outstanding judicial fees;

   -- that the judicial administrator must present a report on
      the compliance of the recovery plan, within 15 days;

   -- the dissolution of the creditors' committee and the removal
      of the judicial administrator; and

   -- that the competent entities are notified of the decision.

If the Foreign Debtors fail to meet their obligations under the
Plan within two years of the grant of judicial recovery, the
Foreign Debtors will enter another phase of Brazilian bankruptcy
and be liquidated.

Mr. Antonoff notes that the contingency plan recognizes that the
Foreign Debtors will cooperate in the orderly return of aircraft,
and the lessors will have a priority claim for any additional
expenses they may incur in seizing or reassembling their
aircraft.

A full-text copy of the certified English translation of the
Recovery Plan is available for free at:

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

A certified English translation of the Detailed Recovery Plan is
available for free at:

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

             Permanent Injunction is Clearly Justified

The Foreign Representatives assures the Court that the Permanent
Injunction will ensure just treatment of all the Foreign Debtors'
creditors and interest holders.

Furthermore, the Permanent Injunction will prevent the
preferential distribution of assets to some of the Foreign
Debtors' creditors to the disadvantage of others.

Without the grant of the Permanent injunction, the Foreign
Debtors' creditors may seek to obtain preferential treatment by
attaching the Debtors' assets in the United States without regard
to the Foreign Proceedings and the creditor-approved Plan,
leading to the unequal treatment of creditors, the dispersion of
the assets of the Foreign Debtors, and possibly even the failure
of the Plan.  That outcome would be contrary to the distributive
provisions of the NBRL and the Plan as well as the fundamental
purpose of United States bankruptcy laws, Mr. Antonoff says.

Accordingly, the Foreign Representatives contend that the entry
of a Permanent Injunction to carry out and give effect to the
terms of the Plan is clearly justified.

Mr. Antonoff assures the Court that the Permanent Injunction will
not prejudice nor inconvenience claimholders in the United States
through the processing of claims in the Foreign Proceedings.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VERIFONE INC: S&P Affirms BB- Rating & Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
San Jose, California-based VeriFone Inc. to negative from stable,
after the company's announcement that it intends to acquire Lipman
Electronic Engineering Ltd. for about $793 million, consisting of:

   * $382 million in cash; and
   * 13.3 million shares of stock, valued at $411 million.

The corporate credit rating is affirmed at 'BB-'.
      
"The outlook revision reflects our concerns about potential
operational disruptions, given that the acquisition represents the
largest transaction undertaken by the company to date, as well as
Lipman's decline in EBITDA margins over the past two years," said
Standard & Poor's credit analyst Lucy Patricola.
     
The ratings on VeriFone reflect the company's relatively short
financial history as an independent entity and aggressive growth
strategies, partially offset by VeriFone's leading position in the
niche market for electronic payment solutions and a diversified
customer base.
     
VeriFone designs, markets, and services system solutions that
enable secure electronic payments.  After being acquired from
Hewlett-Packard Co. in July 2001, VeriFone operated as a privately
held company until its IPO in May 2005.  Following a period of
essentially flat revenues from fiscal 2000 through 2003, revenue
growth has accelerated over the past two years, benefiting from:

   * management's focus on increasing penetration of electronic
     payments in international markets;

   * replacement of existing solutions to accommodate newer
     payment applications; and

   * an overall market shift from paper-based transactions to
     electronic transactions at the point of sale.

The acquisition will solidify VeriFone's leading market position,
particularly in international markets, and strengthen its wireless
product offerings.


WALKER FINANCIAL: Marcum & Kliegman Raises Substantial Doubt
------------------------------------------------------------
Auditors working for Marcum & Kliegman LLP in New York raised
substantial doubt about Walker Financial Corporation's ability to
continue as going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditors pointed to the company's recurring losses
since inception and working capital deficiency.

The company reported a $3,296,318 net loss on $327,657 of net
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $282,157 in
total assets and $1,978,853 in total liabilities, resulting in a
$1,696,696 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $65,223 in total current assets available to pay $1,978,853
in total current liabilities coming due within the next 12 months.

Full-text copies of Walker Financial Corporation's financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?7c0

Walker Financial Corporation, through its subsidiary American
DataSource Inc., provides recordkeeping and management services to
funeral homes and cemeteries relating to pre-need trusts.  
National Preplanning Inc., another unit of Walker Financial,
markets prearranged funerals and cremations to affinity groups,
employee unions, and other groups.  

At Dec. 31, 2005, the company's stockholders' equity deficit
widened to $1,696,696 from a $1,446,995 equity deficit at
Dec. 31, 2004.


WAVE WIRELESS: Aidman Piser Raises Going Concern Doubt
------------------------------------------------------
Auditors at Aidman, Piser & Company, P.A., in Tampa, Florida,
raised substantial doubt about Wave Wireless Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditors pointed to the company's recurring
net losses, use of significant cash to support its operating
activities, need for additional capital, and significant
reconfiguration of its operations to sustain its operations beyond
March 31, 2006.

                            Financials

The company delivered its financial statements for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 24, 2006.

The company reported a $16,410,000 net loss on $11,807,000 of
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $15,038,000
in total assets, $10,830,000 in total liabilities, and $4,208,000
in total stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $2,176,000 in total current assets available to pay
$9,286,000 in total current liabilities coming due within the next
12 months.

Full-text copies of Wave Wireless Corporation's financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?7cd

Wave Wireless Corporation -- http://www.wavewireless.com/--  
develops, manufactures and distributes next generation wireless
mesh routers for the telecommunications, security and surveillance
and public safety markets.  Wave Wireless' mesh, point-to-point
and point-to-multipoint broadband wireless access systems combine
high performance, versatility and AES encryption to deliver a
broad range of powerful applications and turnkey solutions ideally
suited for internet service providers, educational institutions,
corporate enterprises and government agencies.  Wave Wireless'
wireless access systems are sold globally through its own sales
force, as well as through strategic partners, distributors,
systems integrators, and value added resellers.  On March 24,
2006, the Company merged with WaveRider Corp. a supplier of
wireless broadband equipment with great strength in Non-Line-of-
Sight market segments.


WHIRLPOOL CORP: Maytag Deal Prompts Moody's to Lower Ratings
------------------------------------------------------------
Moody's Investors Service downgraded the long term senior
unsecured debt rating of Whirlpool Corporation and its
subsidiaries to Baa2 from Baa1, and preferred stock rating to Ba1
from Baa3.  Shelf ratings to (P)Baa2/(P)Baa3 from (P)Baa1/(P)Baa2.  
Whirlpool's commercial paper rating of P-2 was confirmed.  These
actions, resulting from the closing of Whirlpool's acquisition of
Maytag, are consistent with the ratings indication given by
Moody's in January 2006.  The rating outlook is negative.  This
concludes Moody's review of Whirlpool's ratings started August
2005.

Concurrently, Moody's upgraded Maytag Corp.'s senior debt to Ba2
from B2, and its corporate family rating to Ba2 from B1, ending
the rating review from September 2005.  The B1 rating on Maytag's
bank credit facility, repaid in connection with the acquisition,
was withdrawn.

The new bond ratings reflect the indirect benefit of the
acquisition to bondholders, along with the lack of formal support
from Whirlpool.  Whirlpool has not announced that it will
explicitly support Maytag's debt, but a cross default provision in
Whirlpool's current credit facility provides a level of protection
for Maytag bondholders.  Maytag's debt and CFR ratings will be
withdrawn following this announcement because Moody's does not
believe it will have adequate information to maintain the ratings.

The downgrade reflects Whirlpool's increased leverage and weak
metrics following the acquisition, as well as the risks of
integration, persistent challenges to prices and market share, and
exposure to commodity price fluctuations.  The ratings continue to
be supported by Whirlpool's improved position in the U.S.
appliance market, its strong international presence, and good cash
flow which Moody's expects will be sufficient to finance
integration needs and repay debt over the medium term.

The rating outlook is negative.  Moody's expects Whirlpool's
metrics will remain weak for its rating category through 2007.
Ratings could fall if the meaningful decline in leverage or
operating margins did not show signs of run-rate improvement
within the next 18 -- 24 months.  Ratings could also fall if the
toll of competition accelerates, reducing the expected advantages
of the acquisition.  Ratings could stabilize if the integration of
Maytag yields higher than expected cost synergies, causing
operating margin to exceed 7%, debt / EBITDA below 2.0x, or FCF /
debt above 20%.

Whirlpool Corporation, with headquarters in Benton Harbor,
Michigan, is a global manufacturer and marketer of home appliances
under the Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other brand names.  Maytag, based in Newton, Iowa is the third
largest US-based appliance company.  The corporation's primary
brands are Maytag, Hoover, Jenn-Air, Amana, Dixie-Narco and Jade.


WHITING PETROLEUM: S&P Affirms Ratings & Says Outlook is Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Whiting
Petroleum Corp. to positive from stable, and affirmed the company
ratings.  The positive outlook is based on:

   * Whiting's improved scale across its relatively low-risk
     onshore basins;

   * a sizable drilling inventory; and

   * the potential for deleveraging over the near to intermediate
     term.

Standard & Poor's could raise ratings in the next 12 to 18 months,
depending on the success with which Whiting:

   * develops its substantial level of proved undeveloped
     reserves;

   * ramps up its production levels; and

   * improves credit measures.
     
As of Dec. 31, 2005, Denver-based Whiting had $875 million of
debt.
     
The ratings on Whiting reflect:

   * the high cyclicality of the oil and gas exploration and
     production sector;

   * Whiting's leveraged financial profile; and

   * the company's significant future capital expenditures related
     to future development costs.

These concerns are partially offset by Whiting's:

   * increased scale;
   * long-lived reserves; and
   * significant inventory of drilling prospects.
     
Whiting plans to spend $360 million on drilling capital
expenditures in 2006, up from slightly under $200 million
(excluding acquisitions) in 2005.  Of the $360 million, about $160
million relates to development of the acquired Celero properties.
The company estimates total future development costs of $533
million related to these properties, 80% of which are expected to
be incurred over the next five and a half years.  If oil prices
stay at or near their current levels, Whiting would be expected to
generate about $450 million in operating cash flow in 2006.
      
"Whiting's positive outlook reflects the company's improved scale,
its relatively low-risk drilling inventory in mature onshore
basins, and acceptable leverage statistics for the 'B+' rating
category," said Standard & Poor's credit analyst David Lundberg.
"Standard & Poor's could upgrade the credit in the next 12 to 18
months, depending on the success with which Whiting develops its
substantial level of proved undeveloped reserves, ramps up its
production levels, and reduces financial debt levels with free
cash flow," he continued.


WINN-DIXIE: Lonestar Appointed & Committee Now Has Seven Members
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 16, 2006,
Felicia S. Turner, the United States Trustee for Region 21,
informed the U.S. Bankruptcy Court for the Middle District of
Florida that R2 Investments, LDC, had resigned from the Official
Committee of Unsecured Creditors, effective Jan. 18, 2006.

Pursuant to Section 1102(a) of the Bankruptcy Code, Ms. Turner,
appoints Lonestar Partners, LLP, as a member of the Official
Committee of Unsecured Creditors.

The Creditors Committee is now comprised of:

    1. Deutsche Bank Trust Company Americas
       60 Wall Street
       New York, NY 10005-2858
       Attn: S. Berg
       Tel: (212) 250-2921a

    2. New Plan Excel Realty Trust, Inc.
       420 Lexington Avenue
       New York, NY 10170
       Tel: (212) 869-3000

    3. Kraft Foods Global, Inc.
       Three Lakes Drive
       Northfield, IL 60093
       Attn: Sandra Schirmang, Senior Director of Credit
       Tel: (847) 646-6719

    4. Pepsico & Subsidiaries
       7701 Legacy Drive 38-109
       Plano, TX 75024
       Attn: Scott Johnson, Group Credit Manager
       Tel: (972) 334-7405

    5. Capital Research & Management Company
       333 South Hope Street
       Los Angeles, CA 90071
       Attn: Ellen Carr, Vice- President
       Tel: (213) 486-9200

    6. Wilmington Trust Company, as Indenture Trustee
       1100 North Market Street
       Rodney Square North
       Wilmington, DE 19890
       Attn: Michael W. Diaz, Vice President
       Tel: (212) 415-0509

    7. Lonestar Partners, LLP
       1 Maritime Plaza, Suite 750
       San Francisco, CA 94111
       Attn: Vikar Tandon
       Tel: (415) 362-7677

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Gets Open-Ended Deadline to Decide on Unexpired Leases
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 23, 2006, the
Debtors asked the U.S. Bankruptcy Court for the Middle District of
Florida to further extend the period within which they must move
to assume, assume and assign or reject the Unexpired Leases
through and including the date on which their confirmed plan of
reorganization becomes effective.

Moreover, the Debtors propose that each Lessor be permitted to
seek to shorten the Extension Period for cause with respect to a
particular Unexpired Lease.

                           Court Ruling

At the March 23, 2006, hearing, the Court was advised that:

    (a) the objections of Lassiter Properties, Inc., and London
        Associates, Ltd., have been settled based on the Debtors'
        willingness to reduce the length of their requested
        extension to move to assume or reject the Unexpired
        Leases; and

    (b) the parties have agreed to continue the hearing on the
        objections filed by:

        -- Commodore Realty, Inc., and Isram Realty & Management,
           Inc.; and

        -- Westfork Tower, LLC, T/A Western LLC, Concord-Fund IV
           Retail, LP, TA Cresthaven, LLC, Flagler Retail
           Associates, Ltd., and Elston/Leetsdale, LLC, by and
           through their property manager Terranova Corporation.

Judge Funk rules that provided that a motion to assume or reject
the Unexpired Leases has been filed prior to the hearing to
consider confirmation of the Debtors plan of reorganization, the
period within which the Debtors must assume or reject the
Unexpired Leases is extended through the date on which the
Debtors' Plan becomes effective.

The Court extends the Debtors' lease decision period for Store
Nos. 188, 279, and 290 through the earlier of:

    (a) the date on which the Debtors begin soliciting votes on
        the Plan; and

    (b) May 19, 2006.

Unresolved Objections that have not yet been withdrawn are
overruled.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


W.S. LEE: U.S. Trustee Appoints 11-Member Creditors Committee
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed eleven creditors to serve
on an Official Committee of Unsecured Creditors in W.S. Lee &
Sons, Inc. and its debtor-affiliate, Lee Systems Solutions, LLC's
chapter 11 cases:

    1. Ryder Truck Rental, Inc.
       Attn: Kevin P. Sauntry
       dba Ryder Transportation Services
       6000 Windward Parkway
       Alpharetta, GA 30005
       Tel: (770) 569-6511
       Fax: (770) 569-6712

    2. The Proctor & Gamble Distributing Company
       Attn: G.M. (Jay) Jones/Jackie S. Mulligan
       8500 Governors Hill Drive,
       Cincinnati, OH 45249
       Tel: (513) 774-1782
       Fax: (513) 774-1298

    3. Dot Foods, Inc.
       Attn: Paul Kurjanski, Director of Credit
       1 Dot Way
       Mt. Sterling, IL 62353
       Tel: (217) 773-4411
       Fax: (217) 773-2717

    4. Star Foods & General Merchandise, Inc.
       24700 Chagrin Boulevard, Suite 300
       Beachwood, OH 44122
       Attn: Mark Lackritz
       Tel: (216) 831-0992
       Fax: (216) 831-4386

    5. Guttman Oil Company
       Attn: Alan H. Sinning
       200 Speers Street
       Belle Vernon, PA 15012
       Tel: (724) 483-3533 Ext. 227
       Fax: (724) 489-5132

    6. Kessler's, Inc.
       Attn: Lindsay T. Straub
       1201 Hummel Avenue, P.O. Box 126
       Lemoyne, PA 17043-0126
       Tel: (717) 763-7162
       Fax: (717) 763-4982

    7. Advantage Resource Group/Advantage Staffing, Inc.
       Attn: David A. Miller
       1600 Valley View Boulevard,
       Altoona, PA 16602
       Tel: (814) 944-3571
       Fax: (814) 944-1308

    8. K&K Gourmet Meats, Inc.
       Attn: Arthur Katz
       300 Washington Street
       Leetsdale, PA 15056
       Tel: (724) 266-8400
       Fax: (724) 266-8402

    9. Lavoi Corporation
       Attn: James J. Kelley, Jr.
       1775 Tullie Circle
       Atlanta, GA 30329
       Tel: (404) 325-1016
       Fax: (404) 325-1923

   10. Zilka & Company, LLC
       Attn: Phillip Zilka
       101 Surrey Street
       Monessen, PA 15062
       Tel: (724) 684-7231
       Fax: (724) 684-4743

   11. The Coca-Cola Company
       Attn: William Kaye
       P.O. Box 1734
       Atlanta, GA 30313
       Tel: (404) 676-4016
       Fax: (404) 598-4016

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

The Committee's hired Robert S. Bernstein, Esq., at Bernstein Law
Firm, P.C., for legal advice and PENTA Advisory Services, LLC, as
its Accountants and Financial Advisors.

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc. --
http://www.wslee.com/-- distributes food and non-food products  
primarily to schools, restaurants, hospitals and other
institutions in the Mid-Atlantic region.  The Company and its
wholly owned subsidiary, Lee Systems Solutions, LLC, filed for
chapter 11 protection on March 14, 2006 (Bankr. W.D. Pa. Case No.
06-70148).  James R. Walsh, Esq., at Spence Custer Saylor Wolfe &
Rose LLC, represents the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
estimated total assets of less than $50,000 and total debts
between $1 million and $10 million.  Documents submitted to the
Court however show that the Debtors are indebted to Omega Bank in
an amount of $20,021,000.


XYBERNAUT CORP: Settling Dispute with Original DIP Lender
---------------------------------------------------------
Xybernaut Corporation and its affiliate, Xybernaut Solutions,
Inc., ask the U.S. Bankruptcy Court for the Eastern District of
Virginia to approve a settlement agreement they signed with LC
Capital Master Fund, Ltd., the Official Committee of Equity
Security Holders and the Official Committee of Unsecured
Creditors.

The Settlement Agreement resolves disputes over LC Fund's alleged
breached of its obligations under the LC Fund DIP Credit Facility.  
The dispute stemmed from the fact that LC Capital didn't provide
funding in January and February.  The Debtors already borrowed
$1.9 million from the LC Fund DIP Credit Facility.

As reported in the Troubled Company Reporter on March 31, 2006,
the Court approved East River Capital LLC as interim replacement
Debtor-in-Possession lender, subject to final approval on
April 25.  ERC has provided a $1.9 million initial loan to
Xybernaut that will be increased to $2.6 million on final
approval, and can be increased to $3.2 million by mutual
agreement.  LC Fund appealed the interim order.  LC Fund will
withdraw the appeal once the Court approves the Settlement
Agreement.

Under the Settlement Agreement, on April 3, 2006, the Debtors paid
LC Fund $100,000 for expenses, including legal fees and expenses.
After the Court gives final approval of the ERC DIP Credit
Facility, the Debtors will pay LC Fund $300,000 for expenses,
including legal fees and expenses, and any amount in excess of the
expenses in consideration of the concessions made by LC Fund in
settlement.  The $300,000 payment to LC Fund will be a
superpriority administrative expense claim against the Debtors'
estates, which must be satisfied from the first proceeds under the
ERC DIP Credit Facility beyond the interim funding.  The
superpriority administrative expense claim granted to LC Fund will
be subordinate to the superpriority administrative expense claim
previously granted to ERC in respect of the ERC DIP Credit
Facility.

The Settlement Agreement provides that instead of a 15% sale
participation right as provided for in the LC DIP Credit Facility,
the Debtors will pay to LC Fund 2.5% of all gross sale proceeds
from the sale of the Debtors' assets or their business, in whole
or in part, in excess of $5 million and up to $10 million, and
3.5% of any gross sale proceeds in excess of $10 million.

LC Fund's interest in the sale proceeds will be a senior secured
lien right, which LC Fund will hold until a year after
confirmation of the Debtors' chapter 11 plan.  This lien:

   (1) will be subordinate to the lien granted to ERC under the
       ERC DIP Credit Facility until the gross proceeds from the
       sale of the Debtors' assets equal to $5 million;

   (2) will be pari passu with the ERC DIP Credit Facility liens
       in the ratio of 2.5% for LC Fund and 97.5% for ERC until
       the earlier of:

      (a) full payment of ERC under the ERC DIP Credit Facility;
          and

      (b) the receipt of gross proceeds from the sale of the
          Debtors' assets equal $10 million; after that
  
   (3) will be an unsubordinate senior lien.

ERC asserts that the Settlement Agreement is inconsistent with the
protections granted to ERC in the Interim Order and the ERC DIP
Credit Facility.  The Debtors are currently negotiating with ERC
regarding this issue but no resolution has been reached.

                         About Xybernaut

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP , represents the  Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly Bove
Lodge & Hutz, represents the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $40 million in total assets and
$3.2 million in total debts.


ZALE CORP: SEC Launches Accounting Investigation
------------------------------------------------
Zale Corporation (NYSE: ZLC) reported that the Securities and
Exchange Commission initiated a non-public investigation relating
to various accounting and other matters related to the Company,
including accounting for extended service agreements, leases, and
accrued payroll.

Subpoenas issued in connection with the SEC investigation ask for
materials relating to these accounting matters as well as to
executive compensation and severance, earnings guidance, stock
trading, and the timing of certain vendor payments.

Zale believes that its accounting complied with generally accepted
accounting principles and is reviewing the matter.  The Company
will cooperate fully with the SEC's investigation.

                         About Zale Corp

Zale Corporation -- http://www.zalecorp.com/-- is North America's  
largest specialty retailer of fine jewelry operating approximately
2,345 retail locations throughout the United States, Canada and
Puerto Rico.  Zale Corporation's brands include Zales Jewelers,
Zales Outlet, Gordon's Jewelers, Bailey Banks & Biddle, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Through its ZLC
Direct organization, Zale also operates online at
http://www.zales.com/and http://www.baileybanksandbiddle.com/


* Deirdre Martini Resigns as United States Trustee for New York
---------------------------------------------------------------
Deirdre Martini resigned as acting U.S. Trustee for Region 2, Tom
Becker of Bloomberg reports.  

Mr. Becker reports that Jane Limprecht, a spokewoman for the
office of the U.S. Trustee, related that Ms. Martini resigned on
Apr. 7, 2006, to "return to the private sector."  Ms. Martini
previously practiced law with Ivey Barnum and O'Mara in Greenwich,
Connecticut and was assistant U.S. attorney for Connecticut in
1988 and 1989.  As acting U.S. Trustee, Ms. Martini's overseen
cases involving Refco Inc. and Delta Air Lines Inc.

Mr. Becker reports that Ms. Martini, who has held the post sine
November 2003, is succeeded by Diana Adams, an assistant trustee
in Brooklyn since 2001.  


* Sheppard Mullin Awards A. Guilford as Pro Bono Atty. of the Year
------------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP will honor Andy Guilford
with the firm's annual SMRH Pro Bono Attorney of the Year Award,
an award that recognizes the important community service work done
by Sheppard Mullin attorneys.  As part of the award presentation
on April 19, the firm will donate $5,000 to the Public Law Center
in Orange County.

The Public Law Center, Orange County's pro bono law firm, is
committed to providing access to justice for the poor.  Through
volunteers and staff, the Public Law Center provides free civil
legal services, including:

     * counseling,

     * individual representation,

     * community education, and

     * strategic litigation and advocacy to challenge societal  
       injustices.

"Andy has been a stalwart Sheppard Mullin pro bono time donor and
supporter for 30 years," said Guy Halgren, chair of the firm's
Executive Committee.  "He's been a pro bono advocate within and
outside the firm, and it is not an exaggeration to say that he's
done as much work to provide access to justice for the indigent as
any other lawyer in the State of California, including a number of
successful initiatives during his tenure as the California State
Bar President."

"During his time at Sheppard Mullin, Andy has been a leader in
indigent pro bono legal efforts," commented the firm's Pro Bono
chair Bob Gerber.  "He has personally accepted many challenging
pro bono cases, and has encouraged his fellow attorneys to accept
pro bono work.  In awarding this year's honor, we would be remiss
if we did not consider his long standing and exceptional
contributions to the firm's pro bono efforts and to the pro bono
legal community."

Mr. Guilford has donated on average some 200 indigent pro bono
legal services hours annually over the last three years.  He has
worked on a variety of cases over the last few years, including:

     (a) a challenging case in which he and a number of associates
         billed hundreds of hours representing an indigent
         domestic violence victim;

     (b) a unique case seeking to protect civil and religious
         rights for volunteers assisting the indigent;

     (c) some straightforward landlord/tenant disputes for
         indigent clients; and

     (d) a difficult case which restored child support rights for
         a Filipina and her child.

Mr. Guilford was a recent president of the Public Law Center, has
served on the Center's Board of Directors for decades, and is
still serving as the organization's Past President.  He was also
appointed by the Chief Justice of the California Supreme Court to
the Self-Represented Litigants Task Force.

"I am honored by the firm's recognition and support," said Mr.
Guilford.  "Pro bono offers an excellent opportunity to serve the
community, while achieving personal fulfillment and professional
development.  I am pleased that Sheppard Mullin's donation will
support the vital work performed by the Public Law Center."

Mr. Guilford is a Business Trial Practice Group partner in the
Orange County office who is in the process of leaving Sheppard
Mullin to become a federal district court judge in the Central
District of California in Santa Ana.

Sheppard Mullin's SMRH Pro Bono Attorney of the Year Award is the
firm's highest pro bono honor to recognize and reward the
important community service work done by Sheppard Mullin
attorneys.  Sheppard Mullin recognizes its recipient on behalf of
all its attorneys that provide high-caliber legal and professional
services to persons of limited means and to charitable and civic
organizations.

          About Sheppard, Mullin, Richter & Hampton LLP

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with more than 480 attorneys in nine offices located throughout
California and in New York and Washington, D.C.  The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego.  Sheppard Mullin provides legal expertise and counsel
to U.S. and international clients in a wide range of practice
areas, including Antitrust, Corporate and Securities;
Entertainment, Media and Communications; Finance and Bankruptcy;
Government Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Monthly Dallas/Ft. Worth meeting
         CityPlace Center, Dallas, Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Key Indicators in Financial Distress
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Accounting in a Restructuring Context
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

April 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner with The Honourable Allan Wachowich, Chief Justice of
         the Court of Queen's Bench of Alberta
            Petroleum Club, Edmonton, Alberta
               Contact: 403-294-4954 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA
         Syracuse, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

April 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Panel Program on the Role of Trustees and Examiners &
         Networking Reception
            Arizona
               Contact: http://www.turnaround.org/

May 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Regional Golf Event
         TBD, Austin (tentative), Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

May 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Organization of Women
         Di Bruno Bros., Philadephia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

May 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management for SMEs
         University of Technology, Sydney, Australia
            Contact: http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Hold 'em Networking Event
         TBA, St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      InterChapter Texas Hold 'em
         TBA - Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Amendments to the Bankruptcy Code - Seven Months Later
         Mid-Day Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or  
                  http://www.ibanet.org/

May 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA - New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Wicked Theatre Event
         Oriental Theatre, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/  

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Seminar
         National Cable Television Center & Museum, Denver, CO
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Forensic Accounting (Arizona Chapter Meeting)
         Arizona
            Contact: http://www.turnaround.org/

May 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Great Lakes Regional Conference and Golf Tournament
         Ellicottville, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 23-26, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      5th ABI Litigation Skills Symposium
         King and Spalding LLP, Atlanta, Georgia
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo,
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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