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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 22, 2006, Vol. 10, No. 45

                             Headlines

A.B. DICK: Amends Agreement on Canadian Facility Sale
AAVID THERMAL: Spins Off Thermalloy Unit & Sells Remaining Biz
AAVID THERMAL: Balance Sheet Upside-Down by $61 Million at Dec. 31
AGILENT TECHNOLOGIES: 1st Quarter 2006 Revenues Top $1.3 Billion
ALLSERVE SYSTEMS: Chapter 7 Trustee Wants A. Atkins as Appraiser

ASARCO LLC: Ct. Lifts Stay to Allow Tohono Case Fairness Hearing
ASARCO LLC: Directed by Ct. to Pay Gila County Treasurer $1.3 Mil.
ASARCO LLC: Judge Schmidt Amends Prudential Futures Pacts Order
ATA AIRLINES: C8 Airlines Disclosure Statement Hearing is March 1
ATA AIRLINES: March 6 Set as Ambassadair Admin. Claim Bar Date

AUSPEX SYSTEMS: Makes Final Distribution to Stockholders
BEAR STEARNS: Moody's Rates Class I-B-4 Certificates at Ba2
BEARD COMPANY: Discloses Sales of Unregistered Equity Securities
BLUE BEAR: Wants to Auction Personal Property Tomorrow
BLUE BEAR: Taps Dickensheet & Associates as Auctioneer

BROCKWAY PRESSED: Wants to Walk Away from BOC Product Agreement
BUEHLER FOODS: Gets Open-Ended Lease Decision Deadline
BUEHLER FOODS: New Creditors Must File Proofs of Claim by March 9
CATHOLIC CHURCH: Spokane Offers $45.8M to Settle Sex-Abuse Victims
CATHOLIC CHURCH: Tucson Diocese Completes Parish Incorporation

CLAIMSNET.COM: Posts $44,000 Net Loss in Fourth Qtr. Ended Dec. 31
COLLINS & AIKMAN: Court Approves Intellectual Property Transfer
COLLINS & AIKMAN: Court Authorizes Rejection of Becker Leases
COLLINS & AIKMAN: Court Okays 3rd Amendment to DIP Loan Agreement
CORNELL TRADING: Gets Court OK to Reject 18 Unexpired Leases

CREDIT SUISSE: Moody's Rates Class B-3 Mortgage Certs. at Ba2
DATICON INC: Gets Court OK to Hire Mirus Capital as Fin'l Advisor
DATICON INC: Section 341 Meeting Continued to March 6
DC PROPERTIES: Hires Karri Sarka as Independent Bookkeeper
DELTA AIR: Wants Court to Okay Officers & Directors Severance Plan

DELTA AIR: Section 341(a) Meeting Adjourned to March 30
DELTA AIR: Wants Court Approval on $2.8 Million Boeing Payment
DIRT MOTOR: Changes From Fiscal Year to Calendar Year
DIVERSIFIED CANADIAN: Equity Deficit Tops $6 Million at Dec. 31
DOCTORS MARKETING: Case Summary & 6 Largest Unsecured Creditors

DURATEK INC: Earns $5.4 Million of Net Income in Fourth Quarter
E.DIGITAL CORP: Issues $500,000 of 12% Subordinated Notes
EAGLEPICHER HOLDINGS: Court Okays Cananwill Premium Financing Pact
EMERITUS CORP: Gets $3.04 Million from Exercise of Warrants
FACTORY 2-U: Administrative Proofs of Claim Should Be Filed Today

FAIRPOINT COMMUNICATIONS: Sells Minority Stake in First Cellular
FLOWSERVE CORP: Completes Restatements for 2002, 2003 and 2004
FLYI INC: Wants Until June 5 to Make Lease-Related Decisions
FLYI INC: Wants Stay Lifted to Liquidate Protiviti Claim
FLYI INC: Wants to Reject 26 Burdensome Contracts and Leases

FOUR SEASONS: Case Summary & 20 Largest Unsecured Creditors
GARDEN RIDGE: Wants Until Apr. 26 to Object Administrative Claims
GENERAL MOTORS: Looming Market Share Loss Cues Moody's B2 Rating
GEOFFREY LEE: Case Summary & 4 Largest Unsecured Creditors
HILL CITY: Court Okays Modified Louisiana Tax Settlement

HUNTSMAN CORP: Inks Agreement to Purchase Ciba's Textile Business
J.A. JONES: Panel Has Until June 30 to Object to Proofs of Claims
JARDEN CORP: Earns $60.7 Million of Net Income in 2005
KENNETH JOHNSON: Case Summary & 7 Largest Unsecured Creditors
KULLMAN INDUSTRIES: Wants Plan-Filing Period Stretched to Apr. 16

LANTIS EYEWEAR: Court Extends Claims Objection Period to April 3
LAS VEGAS SANDS: Revenues Increase 44% Year-on-Year in 2005
LEXTRON CORP: Taps Watkins Ludlam as Special Counsel
LIBERTY GLOBAL: S&P Assigns B Long-Term Corporate Credit Rating
LIONBRIDGE TECH: Incurs $2.6 Million Net Loss in Fourth Quarter

LORBER INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
LOVESAC CORP: Court Okays Kurtzman Carson as Claims Agent
MACDERMID INC: Earns $10.4 Million in Fourth Quarter
MAGRUDER COLOR: Can Walk Away from Certain Contracts and Leases
MED GEN: Amends Second Fiscal Quarter Financial Reports

MEDIAVEST INC: Posts $47,831 Net Loss in Quarter Ended Sept. 30
MERRILL LYNCH: Moody's Rates Class B-5 Asset-Backed Certs. at Ba2
MESABA AVIATION: Final Hearing on Exclusive Period Set for Feb. 28
MUSICLAND HOLDING: Inks Agreement to Sell Assets to Trans World
MUSICLAND HOLDING: Gets Okay to Pay Warehousing & Shipping Claims

MUSICLAND HOLDING: Panel Balks at Debtors' Request to Return Goods
NVF COMPANY: Wants Exclusive Period Stretched to April 16
OCEANTRADE CORP: Creditors Must File Proofs of Claim by March 13
OMI CORPORATION: Earns $112 Million in Fourth Quarter
OPTINREALBIG.COM: Court Stretches Plan-Filing Period to Dec. 30

PLAYBOY ENTERPRISES: Posts $700,000 Net Loss in 2005
POINT TO POINT: Emerges from Chapter 11 Bankruptcy Protection
PRE-PAID LEGAL: Earns $11.4 Million in Fourth Quarter
RIM SEMICONDUCTOR: Amends Fiscal 2005 Third Quarter Reports
RIVERSTONE NETWORKS: SEC Considering Revoking Stock Registration

RDR RESOLUTION: Judge Carlson Confirms Plan of Reorganization
RURAL/METRO: Looks to Raise $120 Million from Securities Sale
RURAL/METRO: Balance Sheet Upside-Down by $91.25 Mil. at Dec. 31
SBA COMMUNICATIONS: Stockholders Equity Soars by $169 Million
SCOTT SEARS: Voluntary Chapter 11 Case Summary

SECURITIES TRUST: Moody's Rates Class M-10 Mortgage Certs. at Ba1
SENSIENT TECHNOLOGIES: Reports $1.024BB Annual Revenue for 2005
SINGING MACHINE: Equity Deficit Tops $3.3 Million at December 31
SOVRAN SELF: Reports $7.9 Mil. Net Income for 4th Quarter of 2005
STATE STREET: U.S. Trustee Wants Chapter 11 Cases Converted

STRATUS SERVICES: Earns $1.8 Mil. in First Quarter Ended Dec. 31
TORCH OFFSHORE: Submits Amended Disclosure Statement in E.D. La.
TRANSCOM ENHANCED: Redwing Files Chapter 11 Plan in Dallas, Texas
U.S. FLOW: Court Okay's FTI Consulting Fees & Expenses Request
USG CORP: Deloitte & Touche Raises Going Concern Doubt

VALENTIS INC: Losses Continue in Quarter Ended December 31
VEECO INSTRUMENTS: Earns $2.7 Million in Fourth Qtr. Ended Dec. 31
VERIDICOM INT'L: Raises $400,000 in Private Equity Placement
WALTERMAN IMPLEMENT: Case IH Issues Statement Regarding Bankruptcy
WESTERN IOWA: Selling Assets to National Materials for $5.9 Mil.

WORLD HEALTH: Files for Chapter 11 Protection in Delaware
WORLD HEALTH: Case Summary & 30 Largest Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars

                             *********

A.B. DICK: Amends Agreement on Canadian Facility Sale
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Blake of Chicago Corp., fka A.B. Dick Company, and its debtor-
affiliates to amend the agreement governing the sale of their
Rexdale Facility in Canada to Teresan.

As reported in the Troubled Company Reporter on Jan. 3, 2006, the
Debtors asked the Bankruptcy Court to enforce the original sale
agreement that allows them to either close on the sale to Teresan
or pursue a proposed agreement with Nesco Investment, Inc., MHR
Capital Partners LP, MHR Institutional Partners LP, and MHRM LP.

Teresan offered to pay C$950,000 for the assets while Nesco and
its affiliates proposed to pay US$1,250,000 under a separate
agreement with the Debtors' Official Committee of Unsecured
Creditors.  Nesco's agreement with the Committee purports to
resolve wide-ranging and varied litigation between the Debtors'
estates and MHR.

                 Amended Sale Agreement

The Debtors withdrew its motion to enforce the terms of the
original Sale Agreement after reaching a settlement with Teresan.

Modifications on the original Sale Agreement include an increase
in the purchase price from C$950,000 to the Canadian Dollar
equivalent of US$1.1 million based on the prevailing exchange rate
on Jan. 12, 2006.  The completion of the Sale Agreement was also
moved to Jan. 20, 2006.  In addition, the Bankruptcy Court allows
the purchaser to enter the Rexdale Facility in order to make
necessary improvements and prepare the property for eventual use.  

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


AAVID THERMAL: Spins Off Thermalloy Unit & Sells Remaining Biz
--------------------------------------------------------------
Aavid Thermal Technologies, Inc., has signed a definitive
agreement to be acquired by ANSYS, Inc.

Prior to the closing of the transaction, the Company's thermal
management solutions business Aavid Thermalloy, LLC, will be
spun-off to the Company's stockholders, including Willis Stein &
Partners, a leading Chicago-based private investment firm and the
Company's controlling stockholder.  Aavid Thermalloy will continue
operating as a standalone business.

Under the terms of the definitive agreement, Ansys will issue
6,000,000 shares of its common stock and pay approximately
$300 million, net cash, to the stockholders of the Company and
certain of its affiliates, subject to certain adjustments at
closing.  The transaction is valued at approximately $565 million
based on the $44.11 per share closing price of Ansys common stock
on February 15, 2006.  Ansys will use a combination of existing
cash and approximately $200 million from committed bank financing
to fund the transaction, including repayment and redemption at
closing of the Company's outstanding senior and subordinated debt.

The operating business to be acquired by Ansys is comprised of
Fluent Inc. and its subsidiaries, a global supplier of CFD
software technologies and services.  Fluent's offerings enable
engineers and designers to simulate fluid flow, heat and mass
transfer, and related phenomena involving turbulent, reacting, and
multiphase flow and are used by blue chip companies, small and
medium-sized enterprises and academic institutions around the
world.  CFD simulation technology is used in almost every industry
sector and manufactured product.  CFD technology represents the
fastest growing application in the Computer Aided Engineering
(CAE) industry, with an 18% growth rate estimated through 2009 as
forecasted by Daratech, Inc.

Following the contemplated spin-off of Aavid Thermalloy, Willis
Stein and co-investors will continue to own Aavid Thermalloy on a
standalone basis.  Aavid Thermalloy is a global provider of
thermal management solutions that dissipate unwanted heat from
microprocessors and industrial electronics worldwide, including
heat sinks, interface materials and attachment accessories, heat
spreaders and liquid cooling and phase change devices that are
configured to meet customer-specific needs.  Aavid Thermalloy has
an established reputation for high product quality, service
excellence and engineering innovation.

Dr. Bharatan Patel, Chief Executive Officer of the Company and the
founder of Fluent, will continue leading and overseeing Aavid
Thermalloy while working closely with Ansys to provide strategic
guidance.  Dr. Patel commented, "This transaction brings together
Fluent's and Ansys's software products and services to yield one
of the most robust, independent engineering simulation software
offerings in the industry.  The combination of Fluent's extensive
portfolio of CFD solutions and Ansys's broad range of simulation
capabilities should create a "best of breed" company that will be
a leader in the innovation of engineering simulation technology
and provide world-class service and support to customers."

Dr. Patel continued, "As we look to the future, Aavid Thermalloy
will concentrate its efforts on thermal management innovations to
help our customers meet the challenges they face in developing
next generation electronics products.  We lead the industry in new
development, time to market and customer service, and we are
confident in our ability to execute on our growth plans for Aavid
Thermalloy."

"Both Fluent and Ansys have a strong commitment to customers and
innovation, and we believe this transaction provides a terrific
opportunity for the combined company to play a leading role in
developing and delivering advanced engineering simulation
technologies," said Daniel H. Blumenthal, a Managing Partner of
Willis Stein.  "In addition, with this transaction, Aavid
Thermalloy will now be entirely focused on thermal management
products, an industry with good prospects for growth.  We're
looking forward to continuing to work closely with Bart Patel as
Aavid Thermalloy expands into new markets and broadens its product
offerings."

Upon the closing of the transaction, Mr. Blumenthal will join the
Ansys board of directors, and Dr. Patel will work closely with
Ansys's board of directors and President and CEO to provide his
expertise and knowledge.  Additionally, Dr. Ferit Boysan, Fluent's
President, will join Ansys as General Manager, Fluids Business
Unit, reporting directly to Ansys's President and CEO.

Both companies' boards of directors have approved the transaction.
Subject to customary closing conditions and the expiration or
termination of the waiting period under the Hart-Scott-Rodino Act,
the transaction is anticipated to close early in the second
quarter of 2006.

Aavid Thermal Technologies, Inc., -- http://www.aatt.com/-- is a
leading global provider of thermal management solutions for
electronic products and the leading developer and marketer of CFD
software.  The Company through its subsidiaries in three business
areas - thermal management solutions, computational fluid dynamics
software and Customized Computer-Aided Engineering.

As of December 31, 2005, the Company's equity deficit narrowed to
$61,372,000 from a $67,639,000 deficit at December 31, 2004.


AAVID THERMAL: Balance Sheet Upside-Down by $61 Million at Dec. 31
------------------------------------------------------------------
Aavid Thermal Technologies, Inc., reported preliminary and
unaudited operating results for its fourth quarter and fiscal year
ended December 31, 2005.

For the fourth quarter of 2005, the Company's total sales were
$68.1 million, or $8.8 million higher than the $59.3 million in
sales for the fourth quarter of 2004.  Sales for the Company's
software subsidiary, Fluent Inc., were $32.1 million, or 13.2 %
higher than the $28.4 million in sales reported for the fourth
quarter of 2004.  Fourth quarter sales for the Company's thermal
management products operation Aavid Thermalloy, LLC, totaled
$36.0 million, or 16.6% higher than the $30.9 million in sales
reported for the fourth quarter of 2004.

The Company's operating income for the fourth quarter of 2005, was
$8.4 million, or 9.3 % higher than the $7.7 million of operating
income for the fourth quarter of 2004.  Fluent's operating income
was $8.9 million in the fourth quarter of 2005, or 38.8% higher
than the $6.4 million of operating income reported for the fourth
quarter of 2004.  Aavid Thermalloy experienced a fourth quarter
operating loss of $0.6 million, compared to operating income of
$1.5 million reported for the fourth quarter of 2004.

The Company's sales for the year ended December 31, 2005 increased
12.9% to $256.5 million from approximately $227.1 million in 2004.
Fluent's sales for 2005 were $121.9 million, or 16.7% higher than
the $104.4 million reported for 2004.  Sales for Aavid Thermalloy
for 2005 totaled $134.6 million, representing a 9.7% increase from
the $122.7 million in sales for 2004.

The Company's operating income for 2005 totaled $34.9 million,
representing a 19.0% increase from the $29.3 million reported for
2004.  Fluent's operating income for 2005 totaled $32.0 million,
or 27.7% higher than 2004 operating income of $25.1 million.
Operating income for Aavid Thermalloy totaled $3.0 million for
2005, or 39.4% lower than the $5.0 million of operating income
reported for 2004.  Company depreciation and amortization for
2005 was $9.7 million, or a decrease of $0.2 million from the
$9.9 million for 2004. Depreciation and amortization for Fluent
was $3.0 million in both 2005 and 2004.  Depreciation and
amortization for Aavid Thermalloy was $4.7 million in 2005 and
$5.0 million reported in 2004.

Aavid Thermal Technologies, Inc. -- http://www.aatt.com/-- is a
leading global provider of thermal management solutions for
electronic products and the leading developer and marketer of CFD
software.  The Company through its subsidiaries in three business
areas - thermal management solutions, computational fluid dynamics
software and Customized Computer-Aided Engineering.

As of December 31, 2005, the Company's equity deficit narrowed to
$61,372,000 from a $67,639,000 deficit at December 31, 2004.


AGILENT TECHNOLOGIES: 1st Quarter 2006 Revenues Top $1.3 Billion
----------------------------------------------------------------
Agilent Technologies Inc.'s revenue for the first fiscal quarter
ended Jan. 31, 2006, is $1.34 billion, 10% above last year and its
first quarter GAAP net earnings is $2.82 billion compared with
$103 million in the same period last year.

Agilent's orders during the quarter is $1.35 billion, 15% above
the previous year.  

During the first quarter, Agilent sold its Semiconductor Products
business for $2.7 billion and its 47% share of Lumileds for
approximately $1.0 billion.  The pre-tax gain on the sale of the
businesses is approximately $2.7 billion.  

Also included in GAAP results are $63 million of charges related
to the planned spin-off of Semiconductor Test Solutions and the
reduction of Agilent's infrastructure costs.  Excluding the
charges and $36 million of non-cash stock compensation expenses,
Agilent's reported first quarter adjusted net income is $154
million.  On a comparable basis, the company earned $71 million.

Agilent's $52 million segment income from operations is $1 million
above last year.  

According to the Company, a one-point improvement in gross margins
was more than offset by a $12 million increase in operating
expenses to fund recent acquisitions, for planned new product
introductions and for incremental investments in molecular
diagnostics.  The first quarter's 14% operating margin is equal to
last year, while segment Return On Invested Capital(2) fell one
point to a still attractive 28%.

On Feb. 1, 2006, Agilent completed the purchase of Yokogawa
Electric Company's 49% ownership of Yokogawa Analytical Systems
for $98 million.

Electronic Measurement continued to show good momentum in the
first quarter, with orders of $799 million up 8% from last year;
excluding the impact of a higher dollar, local currency orders
were up 11% from one year ago.

First quarter income from operations of $89 million is up $21
million on a $14 million increase in revenue.  Gross margin
improved 4 points to 55%, and segment operating margin rose 2-1/2
points to 11%.  ROIC(2) improved 7 points to 18% based on better
operating margins and reductions in working capital.

The rebound in Semiconductor Test Solutions continued to gain
momentum in the first quarter, with orders of $176 million up 115%
from last year.  

Segment income of $16 million compares with a $40 million loss one
year ago.  Gross margins doubled from last year and included an $8
million charge for the discontinuance of certain products, while
operating expenses were flat over the period.  

                    2nd Quarter 2006 Forecasts

For the second quarter of fiscal 2006, the company expects
revenues between $1.37 billion to $1.43 billion, up 6 to 12% from
last year.  

For the full year, the company remains comfortable with the range
of analyst estimates for adjusted net income.  Preparations for a
planned spin-off of STS continue on schedule, with an initial
public offering expected to take place near mid-year 2006.

Agilent Technologies Inc. -- http://www.agilent.com/-- is the  
world's premier measurement company and a technology leader in
communications, electronics, life sciences and chemical analysis.
The company's 20,000 employees serve customers in more than 110
countries.  Agilent had net revenue of $5.1 billion in fiscal
2005.

                          *     *     *

Moody's assigned Ba2 credit ratings to Agilent Technologies on
May 22, 2003 with a stable outlook.  With a positive outlook,
Standard & Poor's assigned BB+ credit ratings on April 13, 2005.  

To help finance a share repurchase program announced on
Nov. 14, 2005, Agilent borrowed $1 billion under a CREDIT
AGREEMENT dated as of December 14, 2005, among AGILENT
TECHNOLOGIES WORLD TRADE, INC., as Borrower, and AGILENT
TECHNOLOGIES, INC., as Guarantor, and MICA FUNDING, LLC, as
Initial Lender, and MERRILL LYNCH CAPITAL CORPORATION, as
Collateral Agent, and MERRILL LYNCH CAPITAL CORPORATION, as
Administrative Agent.  The loan matures on April 14, 2006.

On January 27, 2006, Agilent Technologies World Trade, Inc.,
entered into a Master Repurchase Agreement and related
Confirmation with Fenway Capital, LLC.  Under the Repurchase
Agreement, World Trade sold 15,000 Class A Preferred Shares of its
wholly-owned subsidiary, Agilent Technologies (Cayco) Limited,
having an aggregate liquidation preference of $1.5 billion, to
Fenway for $1.5 billion.  Under the Repurchase Agreement, World
Trade will make an interest payment equal to 28 basis points over
LIBOR to Fenway each quarter.  On January 27, 2011, World Trade is
obligated to repurchase from Fenway, and Fenway is obligated to
sell to World Trade, the Preferred Shares at a purchase price
equal to 100% of their aggregate liquidation preference.

Agilent applied $700 million of the proceeds from the Repurchase
Agreement to repay in full the amount borrowed under the Credit
Agreement entered into on December 14, 2005.  


ALLSERVE SYSTEMS: Chapter 7 Trustee Wants A. Atkins as Appraiser
----------------------------------------------------------------
Charles A. Stanziale, Jr., the Chapter 7 Trustee for Allserve
Systems Corp., asks the U.S. Bankruptcy Court for the District of
New Jersey for authority to employ A. Atkins Appraisal Corp. as
his appraiser.

A. Atkins will appraise the:

   * inventory,
   * machinery,
   * office furniture, and
   * equipment

relating to the operations of Allserve Systems.

Alan Atkins, an associate at A. Atkins, disclosed that the firm's
hourly rates are:

          Professional                     Hourly Rate
          ------------                     -----------
          Alan Atkins                             $200
          Senior Appraiser                        $175
          Staff Member                            $100

The Chapter 7 Trustee selected A. Atkins because of the firms
experience as appraisers of personal property and equipment used
in operation of businesses.  The Trustee believes that the
employment of A. Atkins as appraiser will be in the best interest
of the Debtor, its estate and creditors.

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

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between 10 million to $50
million and debts between $50 million to $100 million.  In Dec.
2005, the Honorable Rosemary Gambardella appointed Bunce Atkinson,
Esq., to serve as a Chapter 11 Trustee.  In Jan. 2006, Mr.
Atkinson asked Judge Gambardella to convert Allserve's chapter 11
case to a chapter 7 liquidation.  Kelly Beaudin Stapleton, the
U.S. Trustee for Region 3 named Charles A. Stanziale, Jr., Esq.,
at McElroy, Deutsch, Mulvaney & Carpenter, as the chapter 7
Trustee to liquidate Allserve Systems Corp.'s estate.


ASARCO LLC: Ct. Lifts Stay to Allow Tohono Case Fairness Hearing
----------------------------------------------------------------
On Feb. 20, 1975, the United States government, in its own right
and on behalf of the Papago Tribe, now known as Tohono O'odham
Nation, and individual Indian landowners on the San Xavier Indian
Reservation filed a lawsuit against the City of Tucson and ASARCO
LLC in the U.S. District Court for the District of Arizona.

The United States government, the Nation and the Indian allottees
sought a declaration of their rights for the use of surface and
groundwater of the Upper Santa Cruz River Basin.  The suit sought
to recover damages resulting from ASARCO's use of surface and
groundwater from within the Basin.  The Plaintiffs also asked the
District Court to prohibit ASARCO from withdrawing surface and
groundwater.

Over the years, several defendants were added to the lawsuit and
many more suits were filed relating to the same issues.  Hence, a
consolidated litigation was formed and the negotiations resulted
in the Southern Arizona Water Rights Settlement Act of 1982.  In
the past decade, the parties have made a number of amendments to
the SAWRSA to settle certain disputes.

Judith M. Dworkin, Esq., at Sacks Tierney PA, in Scottsdale,
Arizona, asserts that the hearing to consider whether the
proposed settlement is "fair, reasonable and adequate" for the
Class members must move forward, to end the 30-year litigation.

Accordingly, Tucson, with ASARCO's consent, sought and obtained
order from the U.S. Bankruptcy Court for the Southern District of
Texas in Corpus Christi lifting the automatic stay solely to allow
continuance of the fairness hearing on the Tohono Case.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Directed by Ct. to Pay Gila County Treasurer $1.3 Mil.
------------------------------------------------------------------
ASARCO LLC owns and operates an ore-refining smelter in Hayden,
Gila County, Arizona.  The Hayden Winkelman School District No.
41 serves both the towns of Hayden and bordering town, Winkelman.
About 43% of the students' parents in the School District work at
the Hayden Smelter.  ASARCO is the major business in Hayden,
Arizona and the major taxed entity in the School District.

Priscilla Knuckey-Ralls, the duly elected treasurer of Gila
County, Arizona, tells the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi that ASARCO failed to pay its
2005 ad valorem personal and real property taxes to Gila County,
creating immediate and severe financial crisis and hardship for
the County and the School District.

Matthew A. Rosentein, Esq., in Corpus Christi, Texas, relates
that if ASARCO fails to pay its ad valorem tax bill, the School
District will be unable to make the required bond payment under
its Capital Appreciation Refunding Bonds, Series 1995, totaling
$416,419 to the Bank of New York Trust Company, N.A.

Consequently, failure of the School District to make the Required
Bond Payment will likely deny both Gila County and the School
District access to the bond markets for more funds, Mr. Rosentein
says.

Without ASARCO's tax payment, the School District will not make
its first payroll in February 2006, and will probably close its
schools by April 2006, the Gila County Treasurer notes.

According to the Treasurer, the School District is considering
the possibility of filing for relief under Chapter 9 of the
Bankruptcy Code and has already consulted with competent
bankruptcy counsel.

The Treasurer has filed both a priority and secured proof of
claim for the unpaid 2005 ad valorem taxes totaling $1,341,497
against ASARCO.

As adequate protection, the Treasurer asks the Court to compel
ASARCO to pay its 2005 ad valorem taxes.

In the alternative, the Treasurer asks the Court to lift the
automatic stay to allow her, as authorized pursuant to Arizona
law, to seize and foreclose ASARCO's property and to permit suit
to foreclose the right to redemption on the real property tax
lien.

                FCR Supports Gila County Treasurer

Future Claims Representative Robert C. Pate relates that he
visited the smelter in Hayden, Gila County, Arizona, in the
course of his investigation during the spring of 2005.

To successfully reorganize and fund a Section 524(g) trust,
ASARCO must resume its mining operations, including that of the
Hayden Smelter, John H. Tate, II, Esq., at Oppenheimer, Blend,
Harrison & Tate, Inc., in San Antonio, Texas, notes.  The
continued operation of the smelter requires workers.  Thus,
ASARCO must continue to adhere to its settlement terms and
fragile relationship with its unions and remedy the damaged
relationships with its employees.

An important first step is to support the School District that
also supports the workers and their families, Mr. Tate points
out.  To be productive workers, the ASARCO workers need assurance
that their children receive an education.

Mr. Tate contends that the Treasurer's request warrant special
consideration.  Accordingly, the FCR supports the Treasurer's
request.

                           *     *     *

The Court directs ASARCO to pay the Treasurer $670,788.  Judge
Schmidt also orders ASARCO to pay the Treasurer another $670,788
no later than March 1, 2006.

The Treasurer waives all postpetition interest, costs and
penalties related to the Tax Payment.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Judge Schmidt Amends Prudential Futures Pacts Order
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 10, 2006, ASARCO LLC sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas in Corpus
Christi to:

   (1) assume the Prudential Contracts, as modified;

   (2) enter into Postpetition Futures Contracts with
       Prudential; and

   (3) enter into a new Account Agreement with respect to
       Postpetition Futures Contracts.

As previously reported in the Troubled Company Reporter on
Dec. 19, 2005, ASARCO has 95 prepetition futures contracts with
Prudential Financial Derivatives, LLC, consisting of:

   * 23 contracts of December 2005 CMX copper,
   * 57 contracts of March 2006 CMX copper,
   * 13 contracts of May 2006 CMX copper, and
   * two contracts of July 2006 CMX copper.

Moreover, since it continues to be in the market for selling
copper for future delivery at fixed prices, ASARCO's operations
will be less subject to price fluctuations if it can enter into
new contracts as the former contracts terminate or run to
completion.

C. Luckey McDowell, Esq., at Baker Botts L.L.P., in Dallas,
Texas states that as the copper's current price is at an all time
high price, ASARCO may elect to use futures contracts to sell its
anticipated production forward, hence, fixing its profit on sales
against future production.  ASARCO would also use Postpetition
Futures Contracts for that purpose as well.

In support of its positions on the Prudential Contracts, ASARCO
maintains a $2,240,139 equity account, consisting of $1,620,751
in cash and $619,388 in unrealized profits.  ASARCO is a member
of the New York Commodity Exchange, a division of the New York
Mercantile Exchange, and is normally required to maintain a
margin balance equal to $2,000 per futures contract of 25,000
pounds.

ASARCO and Prudential have agreed to permit ASARCO
to close out its positions in existing futures contracts by
allowing ASARCO to enter into offsetting positions in accordance
with this schedule:

     Schedule             No. of Lots to be Liquidated
     --------             ----------------------------
     October 2005                      3
     November 2005                    29
     December 2005                    26
     January 2006                      7
     February 2006                    14
     March 2006                        7
     April 2006                       12
     May 2006                          8
     June 2006                        10
     July 2006                         0
     August 2006                       4

Mr. McDowell tells Judge Schmidt that if ASARCO does not keep to
that schedule, Prudential may terminate some or all of the
Prudential Contracts.  In that event, ASARCO agrees that it will
not object to the termination of the contract based on theories
of delay or laches.  Prudential has agreed to accept the higher
margin balance imposed by NYMEX, but Prudential reserves its
right to increase that margin requirement at a later time if the
circumstances so require.

Prudential may also terminate its Contracts on one business day's
notice if ASARCO fails to post its required margin payments,
which rights are contained in the account agreement.

Furthermore, ASARCO and Prudential will enter into Postpetition
Futures Contracts.  Under its terms, Prudential would have the
same rights to terminate the Postpetition Futures Contracts as
are provided for under the Account Agreement or as to commodity
brokers with respect to prepetition futures contracts.

To the extent that there is a loss on the liquidation or
termination of a Postpetition Futures Contract, Prudential will
be entitled to an administrative claim under Section 503(b) of
the Bankruptcy Code.

                      Court Amends Order

Judge Schmidt authorizes ASARCO LLC to assume the contracts with
Prudential Financial Derivatives LLC, as of Dec. 28, 2005.

The Court further authorizes, but does not obligate, ASARCO to
enter into new postpetition futures contracts, including a master
agreement with Prudential, provided that the future delivery
contract with a particular customer is for a purchase price of
less than $2 per pound.

If ASARCO enters into Postpetition Futures Contracts with
Prudential, Prudential will have the same rights to terminate the
Contracts as provided to commodity brokers under the Bankruptcy
Code.

If there is a loss on the liquidation or termination of a
Prudential Postpetition Futures Contract, Prudential will be
entitled to an administrative claim under Section 503(b) of the
Bankruptcy Code.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: C8 Airlines Disclosure Statement Hearing is March 1
-----------------------------------------------------------------
Section 1121 of the Bankruptcy Code establishes two time periods
during which a debtor has exclusive rights to file a plan under
Chapter 11 if no trustee has been appointed.  One period addresses
the time in which a debtor must file a plan.  The second period is
the "confirmation period" or the period within which the debtor
must solicit acceptance or rejection of the plan.  Both the Filing
Period and the Confirmation Period may be extended for cause upon
request of a party-in-interest.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
points out that the Filing Period for C8 Airlines, Inc., formerly
named Chicago Express Airlines, Inc., was satisfied by the filing
of C8's Liquidating Plan on January 31, 2006.  The
Confirmation Period will expire on March 31, 2006.

By this motion, C8 asks the U.S. Bankruptcy Court for the Southern
District of Indiana to schedule a telephonic hearing to:

    (a) set a hearing date to consider its Disclosure Statement;
        and

    (b) extend the Confirmation Period to and including May 31,
        2006.

Ms. Hall asserts that good cause exists to extend C8's
Confirmation Period because C8 timely filed its Liquidating Plan
with the Bankruptcy Court.

Given the fact that consideration of the Disclosure Statement and
the Liquidating Plan will be informed by the resolution of many of
the administrative claims filed against C8, which is currently
scheduled for March 7, 2006, Ms. Hall maintains that extending the
Confirmation Period to allow for full and fair notice of the
issues is in the best interests of C8's creditors.

"The resources of the C8 estate should not be burdened by, and
C8's creditors will not be best served by, consideration of
competing plans," Ms. Terry adds.

                  NatTel Demands Co-Exclusivity

Jack E. Robinson, president of NatTel, LLC, argues that C8's
Disclosure Statement and Liquidating Plan are so "thoroughly
inadequate, insufficient, and defective" that it would be a waste
of the Court's time to hold a disclosure statement hearing or
confirmation hearing.

According to Mr. Robinson, NatTel's objections to the C8 Plan will
be so numerous and so detailed that NatTel's pleading "will likely
be as long as the Plan itself," costing the parties even more time
and expense.

Mr. Robinson informs Judge Lorch that NatTel intends to deliver a
disclosure statement and liquidating plan to the Court which plan
will provide C8 creditors with much more disclosure regarding the
potential liabilities of the C8 Fiduciaries to the C8 estate, as
well as an in-depth explanation as to why the NatTel Plan will
provide significantly more value for the creditors.

NatTel, hence, asks the Court grant C8's request for an extension
of the Confirmation Period to and including May 31, 2006, on the
condition that NatTel is allowed to file its own disclosure
statement and plan, and to seek acceptances of its Plan, during
the same period.

                           *     *     *

Judge Basil H. Lorch will convene a telephonic hearing to consider
C8's request on March 1, 2006, at 10:00 a.m., EST.  To participate
in the telephonic hearing, parties must dial 1-800-446-2106,
passcode 6457255, followed by the pound (#) key.

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 and 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. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATA AIRLINES: March 6 Set as Ambassadair Admin. Claim Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
sets March 6, 2006, as the last day for filing requests for the
allowance or payment of administrative expense claims against ATA
Airlines' debtor-affiliates, Ambassadair Travel Club, Inc., and
Amber Travel, Inc.  The March 6 Bar Date serves is the bar date
for administrative claims that arose on or before Jan. 1, 2006.

Any governmental entity that fails to file a request for the
allowance or payment of its administrative tax claim on or before
the later of:

    (a) the Administrative Bar Date; or

    (b) 90 days after the filing of any required tax return
        relating to the Administrative Tax Claim,

will be forever barred from asserting its Administrative Tax
Claim against either Ambassadair and Amber.

Administrative Tax Claims refer to administrative claims held by a
Governmental Unit for taxes and for interest or penalties related
to the taxes for any tax year or period -- all or any portion of
which accrued or became due from the Petition Date through and
including January 1, 2006.

Judge Lorch authorizes the Ambassadair Debtors to serve
Administrative Claims Bar Date Notices and proof of claim forms
on parties-in-interest.

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 and 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. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AUSPEX SYSTEMS: Makes Final Distribution to Stockholders
--------------------------------------------------------
Auspex Systems, Inc., nka Auspex Liquidating Corporation,
disclosed that, pursuant to Article IV, Section 2(b) of its First
Amended Plan of Liquidation, it will make a second and final
distribution of capital to all stockholders of record as of
November 28, 2003, the Record Date under the Plan.  The aggregate
amount of the second and final distribution shall be $978,685.

Distributions will be mailed to the stockholders of record as of
the Record Date on or about Mar. 10, 2006. Distributions to
stockholders whose shares are held in "nominee" or "street" names
shall be made to the applicable broker or account representative.

Headquartered in Santa Clara, California, Auspex Systems, Inc.,
nka Auspex Liquidating Corporation, filed for chapter 11
protection on Apr. 22, 2003 (Bankr. N.D. Calif. Case No.
03-52596).  Gregg S. Kleiner, Esq., and J. Michael Kelly, Esq.,
at the Law Offices of Cooley Godward, represented the Debtor.  
The Debtor's First Amended Plan of Liquidation was confirmed on
Nov. 13, 2003 and became effective on Nov. 28, 2003.  The Court
closed the Debtor's bankruptcy case on Nov. 23, 2005.


BEAR STEARNS: Moody's Rates Class I-B-4 Certificates at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned Aaa and Aa1 ratings to the
senior certificates issued by Bear Stearns Asset Backed Securities
I Trust 2006-AC1, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by two groups of fixed-rate Alt-A
mortgage loans originated by various originators and acquired by
EMC Mortgage Corporation.  The ratings are based on the credit
quality of the loans, the legal structure of the transaction, and
on the credit enhancement provided by subordination, excess spread
and overcollateralization.

The credit support for the senior certificates of Group I consists
of overcollateralization, excess spread and subordination.  The
rights of the holders of subordinate certificates to receive
interest payments are subordinate to the rights of the holders of
senior certificates.  The principal payments, however, will be
distributed pro-rata among all offered certificates, and credit
enhancement levels for Group I reflect the pro-rata pay mechanism.
Moody's expects collateral losses to range from 1.35% to 1.55%

The credit support for the senior certificates of Group II consist
of the credit enhancement provided by the subordination of the
subordinate certificates, and the structural and legal protection
in the transaction.  Moody's expects collateral losses to range
from 0.75% to 0.95%

Wells Fargo Bank, National Association will act as Master
Servicer.

The complete rating actions are:

   Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC1

           Asset-Backed Certificates, Series 2006-AC1

             * Class I-A-1, Assigned Aaa
             * Class I-A-2, Assigned Aaa
             * Class II-1A-1, Assigned Aaa
             * Class II-1A-2, Assigned Aa1
             * Class II-1X, Assigned Aaa
             * Class II-1PO, Assigned Aaa
             * Class II-2A-1, Assigned Aaa
             * Class II-2A-2, Assigned Aa1
             * Class II-2X, Assigned Aaa
             * Class II-2PO, Assigned Aaa
             * Class I-M-1, Assigned Aa2
             * Class I-M-2, Assigned A2
             * Class I-M-3, Assigned A3
             * Class I-B-1, Assigned Baa1
             * Class I-B-2, Assigned Baa2
             * Class I-B-3, Assigned Baa3
             * Class I-B-4, Assigned Ba2
             * Class II-B-1, Assigned Aa2
             * Class II-B-2, Assigned A2
             * Class II-B-3, Assigned Baa2

The Class I-B-4 certificates are being offered in privately
negotiated transactions without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A.


BEARD COMPANY: Discloses Sales of Unregistered Equity Securities
----------------------------------------------------------------
The Beard Company (OTC BB: BRCO) disclosed sales of unregistered
equity securities in regulatory filings with the Securities and
Exchange Commission:

   -- On May 13, 2004, The Beard Company, commenced a private debt
      placement of its 10% Participating Notes due Nov. 30, 2006,
      and Warrants to purchase 240,000 shares of its common stock,
      targeted to raise a total of $1,200,000.  The Company
      offered the 10% Notes to provide the working capital to
      retire the Company's remaining short-term debt and to fund
      operations;

   -- On June 8, 2004, the Company announced that it had completed
      the placement of all of the 10% Notes.  The Placement Agent
      received a 6% commission on $500,000 of the 10% Notes it
      sold.  No commission was paid on the $700,000 of 10% Notes
      sold by the Company;

   -- On Feb. 10, 2005, the Company prepaid 40% of the principal
      amount of the $700,000 of 10% Notes it sold, leaving
      $420,000 of those notes outstanding.  A $500,000 10% Note
      was not prepaid at the request of the holder.  However,
      those notes were paid down to a principal balance of
      $384,102 in the ordinary course of business;

   -- On June 29, 2005, the Company commenced a private debt
      placement of up to $2,004,102 of its 12% Convertible
      Subordinated Notes due Aug. 31, 2009.  As part of the
      offering, holders of the remaining $804,102 of 10% Notes
      were given the right to exchange those notes for the 2009
      Notes.  The Company offered the 2009 Notes to provide the
      working capital to sustain the Company's activities until
      the operations under development in the Coal and China
      Segments are generating positive cash flow;

   -- On Feb. 10, 2006, the Company accepted a subscription for
      $20,000 principal amount of the 2009 Notes from a private
      investor.  The sale was handled by the Company; accordingly,
      a 1% commission will be paid on the $20,000 of 2009 Notes
      sold;

   -- On Feb. 15, 2006, the Company accepted a subscription for
      $60,362 principal amount of the 2009 Notes from a related
      party.  The sale was handled by the Company; accordingly, a
      1% commission will be paid on the $60,132 of 2009 Notes
      sold; and

   -- On Feb. 16, 2006, the Company accepted a subscription for
      $40,000 principal amount of the 2009 Notes from a private
      investor.  The sale was handled by the Company; accordingly,
      a 1% commission will be paid on the $40,000 of 2009 Notes
      sold.

In accordance with the Private Placement Memorandum and the
Supplements, the Conversion Price for all Notes issued after
Nov. 30, 2005, will be determined by the weighted average closing
price of the company's common stock during the 90-day period
preceding the date each subscription is received by Beard.  Based
on the February 9, February 14 and February 15 closing prices, the
90-day WACP's on February 10, February 15 and February 16 were
$1.324, $1.325 and $1.315, respectively.

Based upon their respective Conversion Prices, the 2009 Notes
issued on February 10, February 15 and February 16, 2006, are
convertible into 15,105, 45,556 and 30,418 shares, respectively,
of the Company's common stock and bring the total aggregate amount
of 2009 Notes sold or exchanged to date to $1,255,362.  The total
shares issuable upon conversion of the 2009 Notes that had
not been previously reported by the Company on a Form 8-K did not
exceed 1% of the total outstanding equity securities of the
Company triggering the necessity to file this Current Report under
Item 3.02 of Form 8-K until the Feb. 15, 2006, sale of the 2009
Notes.

The 2009 Notes were issued relying upon the exemption from
registration provided by Section 4(2) of the Securities Act for
"transactions by the issuer not involving a public offering," in
transactions that fell within the safe harbor provided by Rule 506
of Regulation D of the Securities Act of 1933, as amended.  When
the 2009 Notes are converted to the Company's common stock, the
issuance of the common stock will be exempted from registration by
Section 3(a)(9) of the Securities Act which provides an exemption
for "securities exchanged by the issuer with its existing security
holders exclusively where no commission or other remuneration is
paid or given directly or indirectly for soliciting such
exchange."

                 Deferred Stock Compensation Plan

On Dec. 2, 2005 we distributed 95,922 shares of common stock to
our Chairman from our 2003-2 Deferred Stock Compensation Plan.  On
Jan. 13, 2006 we distributed 23,765 shares to our President and a
total of 32,477 shares to two of our Directors from the Plan. All
shares under the Plan are subject to a current Registration
Statement.

As a result of the issuance of these 152,164 shares, the Company's
outstanding shares have increased to a total of 5,529,210.

The Beard Company's (OTC BB: BRCO) operations consist principally
of coal reclamation activities, carbon dioxide gas production, the
construction of fertilizer plants in China, and its e-commerce
activities aimed at developing business opportunities to leverage
starpay(TM)'s intellectual property portfolio of Internet payment
methods and security technologies.

At Sept. 30, 2005, The Beard Company's balance sheet showed a
$5,200,000 stockholders' deficit compared to a $4,144,000 deficit
at Dec. 31, 2004.


BLUE BEAR: Wants to Auction Personal Property Tomorrow
------------------------------------------------------
Blue Bear Funding, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for authority to auction personal property
stored in office space owned by American Legion, Department of
Colorado, tomorrow, Feb. 23, 2006, at 11:00 a.m.  Other than two
disputed servers, the Debtors don't describe the property.  

                        Storage Agreement

The Debtor is storing the personal property at a cost of $3,550
per month under a Storage Agreement with the ALDC that expires on
March 1, 2006.  The Debtor doesn't need the property and doesn't
want to pay to move the property somewhere elsewhere.  

                       Factoring Agreement

The personal property was pledged as collateral to the Debtor by
Rocky Mountain Consulting Engineers, LLC, under a Factoring and
Security Agreement dated March 31, 2004.  

Under the Factoring Agreement, the Debtor agreed to factor a large
number of RMCE's invoices and RMCE granted the Debtor a security
interest in its personal property.  The Debtor perfected its
interest by filing a UCC-1 financing statement on May 12, 2004.

                     Other Interested Party

According to the Debtor, only one other party -- Tech Defenders,
Inc. -- is specifically claiming interest on two servers included
in the Property.  However, the Debtor has determined that TD's
alleged security interest was never perfected through the filing
of the UCC-1 financing statement.  The Debtor contends that even
if TD can prove that it has a valid security interest in the two
servers, that interest would be junior to their perfected security
interest.  

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring    
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated it had
$1 million to $10 million in assets and liabilities of $10 million
to $50 million.


BLUE BEAR: Taps Dickensheet & Associates as Auctioneer
------------------------------------------------------
Blue Bear Funding, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado, for permission to engage the services of
Dickensheet & Associates, Inc., to auction personal property
stored in office space owned by American Legion, Department of
Colorado in Denver, Colorado.

The Debtor proposes to pay Dickensheet a 10% commission based on
the gross sales price derived from the personal property, and to
reimburse reasonable and necessary costs associated with its
services.

To the best of the Debtor's knowledge, Dickensheet does not hold
or represent interests adverse to the estate.

Based in Denver, Colorado, Dickensheet & Associates, Inc.
-- http://www.dickensheet.com/-- is a full service  
commercial/industrial auction company, remarketing center for
lease repossession and off lease equipment, appraiser and
real estate receiver.  

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring    
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated it had
$1 million to $10 million in assets and liabilities of $10 million
to $50 million.


BROCKWAY PRESSED: Wants to Walk Away from BOC Product Agreement
---------------------------------------------------------------
Brockway Pressed Metals, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for authority to reject its
Product Agreement, dated Jan. 20, 1997, with BOC Gases, a division
of The BOC Group, Inc.

The Debtor tells the Court that pursuant to the agreement, BOC
supplied the Debtor with, among other things, liquid nitrogen and
hydrogen and certain related equipment for use at the Debtor's
Brockway and Snyder Township, Pennsylvania facilities.

The Debtor reminds the Court that on Sept. 6, 2005, it sold
substantially all of its assets to Phoenix Sintered Metals, Inc.  
Under the terms of the sale, the BOC agreement was not assumed by
the Debtor or assigned to Phoenix.

The Debtor contends that because of the sale, it no longer needs
the equipment or any additional products from BOC.  The Debtor
asserts that rejecting the BOC agreement and returning the
equipment to BOC is in the best interest of its estate.

The Debtor also asks the Court to grant BOC relief from the
automatic stay and allow it to disassemble and remove the
equipment located at the Debtor's facilities.

Headquartered in Brockway, Pennsylvania, Brockway Pressed Metals,
Inc. -- http://www.brockwaypm.com/-- manufactures a wide range of   
highly engineered metal parts and sub-assemblies.  The Company
specializes in automotive applications, including engine and
transmission components, electronic actuators, steering
components, cruise control devices, assembled camshafts, and gas
springs.  The Company filed for chapter 11 protection on June 8,
2005 (Bankr. W.D. Pa. Case No. 05-11891).  Robert S. Bernstein,
Esq., at Bernstein Law Firm, P.C., and Daniel A. Zazove, Esq., at
Perkins Coie LLP represents the Debtor in its restructuring
efforts.  Guy C. Fustine, Esq., at Knox McLaughlin Gornall &
Sennett, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $10 million to
$50 million.


BUEHLER FOODS: Gets Open-Ended Lease Decision Deadline
------------------------------------------------------
The Honorable Basil H. Lorch, III, of the U.S. Bankruptcy Court
for the Southern District of Indiana in Evansville extended
Buehler Foods, Inc., and its debtor-affiliates' time to assume,
assume and assign, or reject unexpired nonresidential real
property leases to the earlier of:

   (a) April 30, 2006, and

   (b) confirmation of the Debtors' Plans of reorganization.

As reported in the Troubled Company Reporter on Jan. 6, 2006, the
four Debtors each filed their respective Disclosure Statements and
Plans of Reorganization on Dec. 23, 2005.  The Debtors contemplate
that the plans will be confirmed on or before March 31, 2006.

The Debtors gave the Court three reasons supporting the extension:

   (a) the Debtors still use majority of the unexpired leases;

   (b) the Debtors will incur substantial administrative expenses
       and significant cure obligations upon the premature
       assumption or rejection of the leases; and

   (c) the Debtors are current on all post-petition rent payments.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets between
$10 million to $50 million and debts between $50 million to
$100 million.


BUEHLER FOODS: New Creditors Must File Proofs of Claim by March 9
-----------------------------------------------------------------
The Honorable Basil H. Lorch, III, of the U.S. Bankruptcy Court
for the Southern District of Indiana in Evansville, set March 9,
2006, as the deadline for all newly scheduled creditors owed money
by Buehler Foods, Inc., and its debtor-affiliates on account of
claims arising prior to May 5, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
March 9 Added Creditor Claims Bar Date and those forms must be
delivered to:

      Clerk of Bankruptcy Court
      U.S. Bankruptcy Court
      Southern District of Indiana
      Evansville Division
      121 West Spring Street, Room 207
      New Albany, IN 47150

                         Added Creditors

Buehler Foods, Inc., amended its Schedules of Assets and
Liabilities to add employees with claims arising from unpaid
deferred compensation as well as any obligations to its employee
stock option plan.  Also, all four Debtors amended their schedules
to include employees with claims arising from unpaid employee
vacation pay.  A full-text copy of Buehler Foods' 34-page list of
added creditors is available for a fee at:

     http://www.researcharchives.com/bin/download?id=060221014817

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets between
$10 million to $50 million and debts between $50 million to
$100 million.


CATHOLIC CHURCH: Spokane Offers $45.8M to Settle Sex-Abuse Victims
------------------------------------------------------------------
The Catholic Diocese of Spokane offered $45,750,000 to settle the
claims of 75 sex-abuse victims, according to published reports.

The settlement offer, announced by Bishop William Skylstad in a
news conference on February 1, 2006, provides that 80% of the
settlement amount will be paid by October 1, 2007, and the balance
over the following three years, Janet I. Tu at The Seattle Times
reports.

Bishop Skylstad will also:

   (1) go to each parish where a victim was abused and name the
       offending priest or clergy member;

   (2) stop referring to victims as "alleged victims";

   (3) allow victims to address parishes and to write about their
       experience in the diocesan newspaper;

   (4) write letters of apology to victims and their family
       members; and

   (5) advocate for the abolition of statutes of limitation on
       sex crimes.

Under the proposal, the victims themselves would decide how the
money should be split among them.  "It's a dollar amount that will
provide an opportunity for healing while holding the diocese
accountable," Bishop Skylstad added.

The Diocese has given the sex-abuse victims 120 days to accept the
offer.

Ms. Tu says nobody seemed to know exactly where the settlement
money would come.  However, Spokane's lawyer said the settlement
amount will probably come from parish contributions, property sale
and insurance money.

The Spokesman-Review.com reports that if the Settlement Agreement
is accepted by the claimants and approved by Judge Patricia C.
Williams of the United States Bankruptcy Court for the Eastern
District of Washington, $2,000,000 will be released in September
2006 and another $8,000,000 by the end of the year.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Diocese Completes Parish Incorporation
--------------------------------------------------------------
Individual incorporation of parishes in the Diocese of Tucson has
been completed, signaling an important step forward in the
Diocese's implementation of its Plan of Reorganization after
emerging from Chapter 11 bankruptcy protection in September 2005,
The New Vision, a monthly newspaper of the Diocese of Tucson,
reports.

The initial boards of directors meetings for 66 of the 74 new non-
profit corporations took place on January 19 and 20, the paper
says.  The meetings took place one after another and practically
non-stop from 7:30 a.m. to 5 p.m. on both days in the north
meeting room of St. Augustine Cathedral Hall.

The first meetings of the boards of directors were streamlined to
accommodate the number of parishes and to ensure all legal
requirements for corporation board meetings were met.

Each pastor and parish administrator are now "civilly" the
president of the parish corporation's board of directors, New
Vision says.

At the meeting, two lay members were selected by the pastor or
parish administrator to serve on each parish's board.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 52
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CLAIMSNET.COM: Posts $44,000 Net Loss in Fourth Qtr. Ended Dec. 31
------------------------------------------------------------------
Claimsnet.com Inc. (OTC Bulletin Board: CLAI) reported its results
for fiscal year 2005 and fourth quarter 2005, ended Dec. 31, 2005.

                    Full Year 2005 Highlights

For the year ended Dec. 31, 2005, the Company reported revenues of
$1,266,000, a 21% increase from the $1,046,000 reported for fiscal
2004.

Cost of revenues was $778,000 compared to $663,000, a 17%
increase.  Selling, general and administrative expenses of
$723,000 were reported for 2005, representing a 35% reduction from
the $1,106,000 in fiscal 2004.

The Company reported a gross profit of $488,000 for the fiscal
year of 2005, compared with a gross profit in fiscal year 2004 of
$383,000.  The loss from operations for fiscal 2005 was $235,000,
a 67% decrease from the loss of $723,000, reported in fiscal 2004.  
The net loss for fiscal year 2005 was $279,000 compared to
$657,000 in the prior year, which included a $91,000 gain on the
settlement of liabilities.

                    Fourth Quarter Highlights

For the three months ended Dec. 31, 2005, the Company reported
revenues of $323,000, a 3% increase from the revenues of $315,000
reported for the fourth quarter of fiscal year 2004.

Expenses for the quarter decreased from the year earlier period.  
Cost of revenues increased 15% to $195,000 in 2005 from $170,000
last year.  Selling, general and administrative expenses of
$160,000 this year represented a 49% decrease from the $312,000
reported for the fourth quarter of 2004.

The Company reported its tenth consecutive quarterly gross profit
in the fourth quarter of 2005 totaling $128,000, compared with a
gross profit of $145,000 in the fourth quarter of 2004.  The
fourth quarter loss from operations was $32,000, a decrease of 81%
from the loss of $167,000 reported in the fourth quarter last
year.  The net loss for the quarter was $44,000 as compared with a
net loss of $177,000 in the same quarter last year, a reduction of
75%.

"Our financial results for fiscal 2005 and the fourth quarter of
fiscal year 2005 reflect a continued focus on expense control
during a revenue growth year for the Company," Don Crosbie, chief
executive officer of Claimsnet commented.  "The financial progress
reflected in our improved operating results related to both
increased revenue and decreased expenses.  Although revenue growth
slowed in the fourth quarter, we are fully focused on a renewed
strategy of revenue growth for the Company in fiscal year 2006."

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?5b6

Headquartered in Dallas, Texas, Claimsnet.com Inc. --
http://www.claimsnet.com/-- provides Internet-based claim  
processing solutions for the healthcare payer industry, including
distinctive, advanced ASP technology.  Claimsnet offers systems
that are distinguished by ease of use, customer care, security and
measurable cost advantages.

At Dec. 31, 2005, Claimsnet's balance sheet showed a $715,000
stockholders' equity deficit compared to a $606,000 deficit at
Dec. 31, 2004.


COLLINS & AIKMAN: Court Approves Intellectual Property Transfer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to transfer and license their rights over certain intellectual
property to the buyer of the Debtor's European assets.

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Simon Appell and Alastair Beveridge, of Kroll UK, the
administrator of the Debtors' European affiliates, executed a
Master Sale Agreement with IAC acquisition for the sale of
substantially all of the European Debtors' assets for a purchase
price in excess of $100 million.  Under the Master Sale Agreement,
the European Debtors must transfer and license their rights in
certain intellectual property to the Buyer, a portion of which the
Debtors own or have an interest in.

The initial sale process focused on (a) a sale of a "core group"
of nine plants, which was subsequently expanded to 12 plants; and
(b) multiple sales of certain individual sites.

To assist in determining and negotiating a fair value for the
Intellectual Property Rights, the Debtors engaged Consor, Inc.,
internationally recognized experts in valuing intellectual
property.  The contemplated transfer and license will occur
through the consummation of three separate agreements:

   (1) a Transition Services Agreement with the Buyer, which
       provides for the continuation of certain information
       technology support and related services traditionally
       provided by the Debtors to the European Debtors;

   (2) an intellectual property license agreement relating to the
       license of certain intellectual property used for the
       conduct of the business of Plascar; and

   (3) an assignment and license agreement relating to the
       assignment and license of certain intellectual property
       used for the conduct of the business of the European
       Debtors.

The Debtors will receive $12,500,000 for the transfer and license
of the Intellectual Property Rights:

   -- $11,046,686 will be split between each of the business
      units acquired by the Buyer and payable upon the closing of
      each sale;

   -- $913,288 will be payable on the first closing of the sale
      of Luxco's interest in the Italian operations or the assets
      of the Italian operations; and

   -- $540,026 will be payable on the closing of the sale of
      Luxco's interest in Plascar or the assets of Plascar's
      operations.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit      
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Authorizes Rejection of Becker Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to reject two property leases with Becker Ventures:

     Contract Description          Rejection Effective Date
     --------------------          ------------------------
     Lease at 6385 Wall Street,             May 31, 2006
     Sterling Heights, Michigan

     Lease at 660 Massman,            September 30, 2006
     Davidson County, Tennessee

The Court rules that, if the Debtors surrender the relevant
property sooner than the rejection effective date and give Becker
Ventures 15 days prior written notice of the surrender, the Lease
will be rejected effective as of the expiration of the 15-day
notice.  Becker Ventures will be entitled to payment of rent for
the 15-day period regardless of whether the Debtors vacate the
premises sooner.

As reported in the Troubled Company Reporter on Jan. 25, 2006, the
Debtors asked for permission to reject the Becker leases since
they will be closing their plants in Sterling Heights, Michigan,
and Davidson County, Tennessee.

The effective dates of rejection are consistent with the Debtors'
expectations regarding the timing of the plant closures.  The
Debtors believe that the rejection dates will provide them
sufficient time to wind down their operations at the plants and
surrender the premises.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit      
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Okays 3rd Amendment to DIP Loan Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to enter into the third amendment to the Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement with JPMorgan
Chase Bank, NA, and certain other lenders.  The Third Amendment
became effective on Feb. 10, 2006.

As reported in the Troubled Company Reporter on Feb. 10, 2006, the
Debtors have interests in intellectual property, which:

    (i) will be licensed or assigned to IAC Acquisition
        Corporation Limited in exchange for various licensing
        agreements and other consideration, including $11,046,686
        cash, pursuant to a Master Sale Agreement Relating to the
        Business of Collins & Aikman Group Companies (In
        Administration), dated as of November 28, 2005, with the
        English court-appointed administrators of Collins &
        Aikman Europe S.A. and its affiliated European debtors;
        and

   (ii) may be licensed or assigned to certain prospective buyers
        of assets subject to the U.K. Administration in exchange
        for various licensing agreements and other consideration,
        including $1,453,314 cash.

The Debtors are also seeking to sell 100% of their equity
interest in Collins & Aikman MOBIS, LLC -- a non-debtor joint
venture between Collins & Aikman Products Co. and Hyundai MOBIS
-- and receive repayment of related intercompany obligations
aggregating $8,382,000.

The Debtors also seek to monetize certain annuity contracts
underlying Products' prepetition Supplemental Employee Retirement
Program and utilize cash held in certain of Products' rabbi trust
accounts for $6,600,000.

However, in its current form, the Amended and Restated Revolving
Credit, Term Loan and Guaranty Agreement, among the Debtors,
JPMorgan Chase Bank, NA, and certain other lenders, restricts the
Debtors' ability to sell certain assets.  Consequently, the IP
Transaction requires the approval of the DIP Lenders.

In this regard, the Debtors and the DIP Lenders worked to
structure and negotiate a reasonable amendment to the DIP Credit
Agreement that accommodates the Debtors' ongoing operational
requirements.  The parties engaged in extensive arm's-length
negotiations concerning the terms of the Amendment and the
reasonable amount of an amendment fee.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York, tells
the Court that the Amendment is also necessary to permit the
Debtors to:

   -- engage in certain other transactions currently restricted;

   -- modify provisions governing the sharing of proceeds the
      Debtors receive from certain transactions;

   -- increase the Debtors' ability to sell, dispose of and
      transfer certain non-core assets; and

   -- continue the moratorium on the Borrowing Base, as defined
      in the DIP Credit Agreement.

A full-text copy of the Third Amendment is available for free at:

          http://researcharchives.com/t/s?5b7

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit      
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CORNELL TRADING: Gets Court OK to Reject 18 Unexpired Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Cornell Trading, Inc., authority to reject 18 unexpired
nonresidential real property leases and the procedures for the
rejection of those leases.  The Court entered its order on
Feb. 14, 2006.

The 18 unexpired leases relate to store locations identified by
the Debtor as part of its store closing sales.  The Debtor has a
pending request for authority to conduct store-closing sales to
liquidate the inventory and other assets located in those store
locations.

The Debtor tells the Court that it is no longer in its best
interests to maintain the store locations under the leases because
the rent and other expenses due under the leases constitute an
unnecessary drain on its cash flow.  Rejection of the 18 leases is
in the best interests of the Debtor's estate and its creditors.

            Summary of Rejection Procedures

Under the rejection procedures approved by the Court, any lease
determined by the Debtor to be unnecessary or burdensome to its
operations will be rejected 10 business days after the Debtor's
service of written notice via facsimile or overnight mail.

Copies of the written notices will be sent to:

   1) the non-debtor counter party and its counsel under the
      applicable lease and any other party entitled to receive a
      notice;

   2) the counsel for the Unsecured Creditors Committee and any
      other statutory committee appointed in the Debtor's chapter
      11 and the Office of the U.S. Trustee;

   3) the counsel for the Debtor's pre-petition lender and the
      counsel for its post-petition lender; and

   4) any other party the Bankruptcy Court may so designate.

A list of the 18 unexpired leases is available for free at
http://researcharchives.com/t/s?5b8

Headquartered in Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's  
apparel including dresses, skirts, blouses, and sleepwear.
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated debts and assets between
$10 million to $50 million.


CREDIT SUISSE: Moody's Rates Class B-3 Mortgage Certs. at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Credit Suisse Home Equity Asset Trust
2006-2, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by various mortgage lender
originated, adjustable-rate (83%) and fixed-rate (17%), subprime
mortgage loans acquired by DLJ Mortgage Capital Inc.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement
provided by Credit Suisse International.  Moody's expects
collateral losses to range from 4.80% to 5.30%.

Ocwen Loan Servicing LLC, Wells Fargo Bank NA, and Select
Portfolio Servicing Inc will service the loans.  Moody's has
assigned Ocwen Loan Servicing its servicer quality rating (SQ2-),
Wells Fargo Bank NA (SQ1), and Select Portfolio Servicing Inc
(SQ2-) all as primary servicers of first-lien subprime loans.

The complete rating actions are:

        Credit Suisse Home Equity Asset Trust, Home Equity
             Pass-Through Certificates, Series 2006-2

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


DATICON INC: Gets Court OK to Hire Mirus Capital as Fin'l Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut in New
Haven gave Daticon, Inc., permission to continue Mirus Capital
Advisors, Inc.'s employment as its financial consultant and
investment banker.

Mirus Capital marketed substantially all of the Debtor's assets.  
The advisory firm distributed an Offering Memorandum to 43
potential bidders that resulted in four written offers.

On Jan. 12, 2006, the Debtor entered into an Asset Purchase
Agreement with Xiotech Corporation, the stalking horse bidder, for
the sale of substantially all of its assets.

As reported in the Troubled Company Reporter on Jan. 27, 2006, the
Debtor sought the Court's permission to sell substantially all
of its assets free and clear of liens, claims, interests and
encumbrances and approve the bidding procedures and break-up fee.

Mirus Capital was hired to:

   (a) develop an appropriate transaction strategy;

   (b) prepare and manage due diligence information for potential
       purchasers;

   (c) negotiate final terms with the bidders;

   (d) advise the Debtor concerning transaction options and deal
       structure; and

   (e) facilitate a competitive auction of the Debtor's assets.

David Hoffer, the managing director and shareholder of Mirus
Capital, disclosed that the Firm will receive a $100,000
Accomplishment Fee plus:

   (1) 2.5% of the Aggregate Gross Consideration up to
       $5 million;

   (2) 4.0% of the Aggregate Gross Consideration between
       $5 million and $10 million; or

   (3) 5.0% of the Aggregate Gross Consideration in excess of
       $10 million and payable from the proceeds of the sale.

If the Aggregate Gross Consideration totals $19 million, Mirus
Capital's Accomplishment Fee will be $875,000.

The Aggregate Gross Consideration is the sum of cash, property,
stock, non-cash payments, interest due on payments on or after
closing, assumed liabilities, cash and accounts receivables not
acquired by buyer, deferred installments of the purchase price
plus interest, royalty payments, license fees and others.

A full-text copy of Daticon's seven-page engagement letter with
Mirus Capital is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060123044104

              About Mirus Capital Advisors Inc.

Founded in 1987, Mirus Capital Advisors, Inc. --
http://www.merger.com/-- delivers exceptional merger advisory,   
financings, valuation and consulting services to middle-market
public and private technology and business service companies and
family-owned businesses.

Headquartered in Norwich, Connecticut, Daticon, Inc. --
http://www.daticon.com/-- works with law firms, corporations and   
government agencies to capture, review and manage the volumes of
electronic data and paper documents generated by complex
litigation, merger and acquisition transactions, and
investigations.  The Debtor filed for chapter 11 protection on
Jan. 17, 2006 (Bankr. D. Conn. Case No. 06-30034).  Douglas S.
Skalka, Esq., at Neubert, Pepe & Monteith, PC, represents the
Debtor in its restructuring efforts.  Eric Henzy, Esq., at Reid
and Riege, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $9,089,033 in assets and $18,997,028 in debts
as of Dec. 31, 2005.


DATICON INC: Section 341 Meeting Continued to March 6
-----------------------------------------------------
The U.S. Trustee for Region 2 rescheduled the meeting of Daticon,
Inc.'s creditors on March 6, 2006.  The meeting will be held at
the Office of the U.S. Trustee, One Century Tower, 265 Church
Street, Suite 1104, in New Haven, Connecticut.

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 Norwich, Connecticut, Daticon, Inc. --
http://www.daticon.com/-- works with law firms, corporations and   
government agencies to capture, review and manage the volumes of
electronic data and paper documents generated by complex
litigation, merger and acquisition transactions, and
investigations.  The Debtor filed for chapter 11 protection on
Jan. 17, 2006 (Bankr. D. Conn. Case No. 06-30034).  Douglas S.
Skalka, Esq., at Neubert, Pepe & Monteith, PC, represents the
Debtor in its restructuring efforts.  Eric Henzy, Esq., at Reid
and Riege, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $9,089,033 in assets and $18,997,028 in debts
as of Dec. 31, 2005.


DC PROPERTIES: Hires Karri Sarka as Independent Bookkeeper
----------------------------------------------------------
DC Properties, LLC sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Karri Sarka as its independent bookkeeper.

Ms. Sarka is expected to:

    (a) assist the Debtor in the preparation of monthly operating
        reports;

    (b) prepare journal entries and ledgers for accounts
        receivable and accounts payable;

    (c) assist the Debtor in the management of cash projections;

    (d) prepare payroll checks and payroll tax returns; and

    (e) prepare financial projections to be used in connection
        with a disclosure statement and plan.

The Debtor tells the Court that Ms. Sarka will bill $30 per hour
for her services.

To the best of the Debtor's knowledge, Ms. Sarka is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Huntington, West Virginia, DC Properties, LLC
filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.
W.Va. Case No. 05-26014).  Joseph W. Caldwell, Esq., at Caldwell &
Riffee, and Marshall C. Spradling, Esq., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million and $10
million and estimated debts between $10 million and $50 million.


DELTA AIR: Wants Court to Okay Officers & Directors Severance Plan
------------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates, with the support
of the Official Committee of Unsecured Creditors, seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to establish and implement, on a postpetition basis, a
severance plan for 139 officers and directors of Delta Air Lines,
Inc., and five officers of participating Delta-subsidiaries.

The most senior executives at Delta, Gerald Grinstein, chief
executive officer, and James Whitehurst, chief operating officer,
have declined to participate in the Severance Plan.

Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell, in
New York, recounts that in September 2005, the Debtors sought and
obtained Court approval to implement a severance plan for Delta's
employees below the director and officer level.

In contrast to tens of thousands of other Delta employees, the
Officers and Directors currently have no severance protection, in
the face of extreme uncertainty with respect to their future job
prospects.  Delta believes it is crucial to provide its senior
management with at least the limited security afforded by a
severance plan.  

             Attrition Rate Up More than Eight Fold

Robert L. Kight, Delta's vice president for Compensation and
Benefits, explains that since 2004, Delta has experienced a
dramatic increase in the rate of unwanted attrition in its
Officer and Director ranks.  In 2004 and 2005, Delta's attrition
rate climbed to 11.9% and 18.6% from 1.7% and 2.2% in 2002 and
2003.  In the first month of 2006, four more Officers and
Directors resigned for other opportunities, including Delta's
senior vice president for Restructuring.

In cases when Delta had to fill positions with external hires,
recruiting replacements for the numerous departing Officers and
Directors has proven time-consuming, costly and difficult.  To
attract external talent, Delta has been forced to pay new hires
signing bonuses averaging $65,000, relocation fees averaging
$23,000, and salaries averaging 20% higher than the salary of the
Officer or Director being replaced.

Mr. Kight notes that Delta's high attrition rate and difficulty
in replacing departing Officers and Directors have been
exacerbated by a variety of factors, including the instability
risk of job losses, and the decreases in total compensation.

The Debtors' financial condition, the commencement of the Chapter
11 cases, rumors of industry consolidation, and Delta's announced
intention to implement another round of aggressive overhead cost
reductions have all caused considerable uncertainty and anxiety
among Delta's Officers and Directors, Mr. Kight relates.

Since the beginning of 2005, Delta's Officer and Director
positions have experienced sharp declines in their total
compensation arrangements.  In 2005, Delta implemented across-
the-board reductions in base pay for non-pilots.  In addition,
upon filing for Chapter 11 protection, all incentive programs for
the Officers and Directors were eliminated.

As a result of the reductions, the Officers and Directors'
compensation lags far behind the market.  Even before the
Petition Date, their compensation was over 55% lower than at
other airlines, the majority of which had significantly lower
revenues and smaller operations than Delta.

               Retention Plan Out of the Picture

Mr. Kaminetzky notes that, in sharp contrast to other recent
airline Chapter 11 proceedings, Delta did not, and does not seek
to implement a retention plan that would increase compensation or
provide other affirmative incentives for its Officers and
Directors.

Delta is fully mindful of the sacrifices asked of all employees,
and thus is moving only for a limited, conservative and
critically needed Severance Plan, Mr. Kight maintains.  Through
the Plan, Delta seeks only to reassure its Officers and Directors
that, in the event of a qualifying termination of employment,
they will receive some severance pay.

The Severance Plan has been carefully structured to avoid
unnecessary or excessive expenditures, Mr. Kight tells Judge
Hardin.  Even if every single one of Delta's current Officers and
Directors were to be severed and received severance, which is
highly unlikely, the maximum amount of cash severance payable
under the Severance Plan would be less than $15,000,000,
constituting less than 0.1% of the Debtors' more than $15 billion
in annual revenue.

                     The Severance Plan

The Debtors have worked with the Personnel & Compensation
Committee of Delta's Board of Directors, and with the Committee's
outside compensation consultants, Watson Wyatt Worldwide, with
respect to the Severance Plan, which reflects the continuation of
Delta's longstanding prepetition severance practice.

The Personnel & Compensation Committee, which is composed
exclusively of outside independent directors, has approved the
Severance Plan in the exercise of its sound business judgment.

Only corporate officers or directors of Delta, and officers of
Delta AirElite Business Jets, Inc., and Delta Connection Academy,
Inc., will be eligible to participate in the Severance Plan.

Severance under the Severance Plan will not be paid from the
Disability and Survivorship Trust, but rather, just as officer
and director severance always has been, will be paid from the
Debtors' general assets.

                       Officers and Directors
    ------------------------------------------------------
    Tier    Description     Participants     Severance Pay
    ----    -----------     ------------     -------------
     1      CEO                    1           none      
     2      COO                    1           none
     3      Executive VP           5           12 months
     4      Senior VP              6           nine months
     5      VP                    23           nine months
     6      Directors            100           six months

Severance is available solely in the event of the Participant's
qualifying termination of employment without Cause, as a result
of organizational or other business changes at Delta, or
following a Change in Control if employment is terminated by
Delta or its successor without Cause or by the employee by reason
of:

   (i) reduction in the employee's pay or benefits;

  (ii) significant diminution of the employee's position,
       responsibilities or duties; or

(iii) relocation of the employee's work location more than 75
       miles from its current location, will be deemed a
       qualifying termination of employment as a result of
       organizational or business changes at Delta.

An Officer or Director will not be eligible to participate in the
Severance Plan unless the employee waives all rights under any
other severance arrangement to which the employee may be a party
as of the effective date of the Severance Plan, including, but
not limited to, rights under a prepetition Executive Retention
Protection Agreement, if applicable.

Following a qualifying termination event, an eligible participant
in the Severance Plan will receive, subject to the Participant's
completion of a separation agreement and general release, a
severance payment that varies according to his or her employment
level.

The cash severance amount will be paid in a lump sum following
termination of employment.  Participants will also be eligible
for certain travel privileges, medical and dental insurance
premiums paid by the Debtors, continuation of basic life
insurance and financial planning services, as well as
outplacement services not to exceed a cost of $5,000.

To the extent required by Section 409A of the Internal Revenue
Code, any payment or benefit to which a Participant is eligible
under the Severance Plan will be adjusted so as to comply with
Section 409A while, to the extent possible, maintaining the
intent of the Plan.

No amendment to or termination of the Severance Plan which is
adverse to the Participant and which is made following the
Debtors' emergence from Chapter 11 or a Change in Control will be
effective until one year following the Debtors' emergence from
Chapter 11 protection, or, if later, six months after a Change in
Control that is announced before the expiration of the one-year
period following the emergence.

Unless otherwise extended, the Severance Plan will terminate on
the later of one year following the Debtors' emergence from
Chapter 11 protection or six months after a Change in Control
that is announced before the expiration of the one-year period
following the emergence.

                Delta to Provide Lower Severance

Mr. Kaminetzky notes that the Severance Plan is decidedly
conservative, even without factoring in (i) the high attrition
rate, (ii) the added risks and fears occasioned by Chapter 11,
and (iii) unusually low Officer and Director compensation at
Delta.

The bankruptcy court in UAL Corp.'s Chapter 11 case approved a
$23,000,000 retention and bonus plan, plus a $7,300,000 executive
severance plan that provided Executive Vice Presidents with 24
months' salary -- literally double what Delta is proposing --
Senior Vice Presidents with 18 months salary, Vice Presidents
with between six and 15 months salary, and Directors with between
three and 12 months salary.

In its first day filings, Northwest Airlines, Corp., sought and
received approval to implement numerous incentive programs for
its most highly paid employees, including an All Officer and
Senior Level Management Annual Cash Incentive Program covering
approximately 350 employees, a Long Term Cash Incentive Plan, and
sales commission arrangements.  NWA estimated these incentive
programs alone would cost $20,000,000 just for payments
attributable to prepetition periods.

In addition, NWA on its petition date received permission to
continue its unfunded Supplemental Executive Retirement Plan for
its most senior executives, and was granted authority to continue
its pre-existing discretionary severance plan, the future cost of
which the debtor claimed it could not reasonably estimate.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: Section 341(a) Meeting Adjourned to March 30
-------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
adjourned the meeting of creditors in Delta Air Lines Inc. and its
debtor-affiliates' cases pursuant to Section 341 of the Bankruptcy
Code to Mar. 30, 2006 at 1:00 p.m.

The meeting will take place at the Office of the United States
Trustee at 80 Broad Street, Second Floor, in New York.

The Sec. 341 Meeting of Creditors is required in all bankruptcy
cases.  All creditors are invited, but not required, to attend.

The Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible  
office of the Debtors under oath about the company's financial  
affairs and operations that would be of interest to the general  
body of creditors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: Wants Court Approval on $2.8 Million Boeing Payment
--------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to pay $2,891,097 plus interest to The Boeing Company,
in exchange for Boeing's agreement to release $8,057,594 it
withheld from Delta.

Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York,
recounts that from 2000 to 2003, Delta entered into five
similarly structured enhanced equipment trust certificate
financings.

In the 2000-1 EETC Financing, which financed 44 Boeing aircraft
that are part of Delta's current fleet, Delta issued, pursuant to
a separate Indenture and Security Agreement for each aircraft,
five secured notes.  The payment of the Equipment Notes issued
with respect to each aircraft is secured by the Indenture
covering the aircraft, pursuant to which Delta pledged all of its
right, title and interest in and to the relevant aircraft.

Each Equipment Note issued under an Indenture in the 2000-1 EETC
Financing was purchased by one of five corresponding Delta Air
Lines Pass Through Trusts.  Each Pass Through Trust purchased all
of the corresponding series of the Equipment Notes; thus, all
Series "A-1" Equipment Notes issued in the 2000-1 EETC Financing
were purchased by the 2000-1A-1 Pass Through Trust.  Each Pass
Through Trust funded its purchase of the Equipment Notes using
proceeds from the public or private sale of corresponding classes
of "Pass Through Trust Certificates."

The amounts payable on each class of Certificates by each Pass
Through Trust are matched to the payments that the issuing Pass
Through Trust is expected to receive from Delta on the parallel
series of the Equipment Notes held by the Pass Through Trust.

Each EETC Financing is structured so that if Delta does not pay
all amounts due on the underlying Equipment Notes, the holders of
the senior classes of Certificates receive the full amount they
expected to receive before the holders of junior classes of
Certificates receive any amounts, whether Delta fails to pay all
of the Equipment Notes relating to one or more aircraft or fails
to pay one Series of Equipment Notes across all aircraft.  This
result is obtained through the operation of an Intercreditor
Agreement among the Trustee for each of the Pass Through Trusts
and a "Subordination Agent."

Pursuant to the Intercreditor Agreement for each EETC Financing,
all of the Equipment Notes held by each Pass Through Trust have
been registered in the name of the Subordination Agent.  All
amounts paid by Delta under the Equipment Notes of each Series
are received and pooled by the Subordination Agent, which is
directed under the Intercreditor Agreement to distribute the
pooled funds to the respective Pass Through Trusts in order of
priority.  The result is that, regardless of which Equipment
Notes are actually paid by Delta or which aircraft have been
liquidated, cash normally goes first to the Pass Through Trust
for the most senior class of Certificates to pay what is due on
those Certificates before any funds go to the Pass Through Trust
for more junior classes of Certificates.

            Swap of EETC Certificates with Boeing

In February 2005:

   (a) Boeing held $176,035,739 in principal amount of Delta's
       2000-1D Pass Through Trust Certificates due 2005;

   (b) Delta had acquired, in connection with its pre-bankruptcy
       restructuring efforts, $151,007,000 in principal amount of
       Delta's 2001-1C Pass Through Trust Certificates due 2006;
       and

   (c) Delta indirectly held $135,423,000 in principal amount of
       Delta's 2003-1C Pass Through Trust Certificates due 2008.

In March 2005, Delta entered into a certificate exchange with
Boeing.  Delta transferred to Boeing (i) $40,613,000 in principal
amount of the 2001-1C Pass Through Trust Certificates due 2006,
and (ii) the ownership of the business trust that held
$135,423,000 in principal amount of the 2003-1C Pass Through
Trust Certificates due 2008, in exchange for the $176,035,739
principal amount of 2000-1D Pass Through Trust Certificates due
2005 then owned by Boeing.

The effect of the Certificate Swap was to permit Delta to retain,
when it paid the Old Boeing EETC Certificates at their maturity
in November 2005, an amount in excess of $176,000,000 that would
otherwise have been paid out to Boeing as the holder of the Old
Boeing EETC Certificates.

Because the interest rate on each of the New Boeing EETC
Certificates is normally lower than the interest rate on the Old
Boeing EETC Certificates, and because the cash flow to Boeing
under the New Boeing EETC Certificates could be interrupted under
the relevant Intercreditor Agreements even if Delta was then
paying all amounts due on the related Equipment Notes, Boeing
insisted, as part of the Certificate Swap, that Delta enter into
a Payment and Indemnity Agreement, dated as of March 4, 2005.

Under the Payment and Indemnity Agreement, Delta agreed, among
other things:

   (a) to pay Boeing on each scheduled payment date for the New
       Boeing EETC Certificates an amount, with the sum of
       the amount and the interest payment on the New Boeing EETC
       Certificates would be equal to the interest payment Boeing
       would have received on an equivalent principal amount of
       Old Boeing EETC Certificates; and

   (b) to pay Boeing any amount that Boeing failed to receive in
       respect of the New Boeing EETC Certificates under the
       operative documents relating to the New Boeing EETC
       Certificates, including as a result of the operation of
       the distribution provisions thereof even if Delta fully
       discharges its payment obligations under the documents.

According to Mr. Hahn, the need for the second undertaking arises
out of the complex cash flow distribution mechanisms under the
relevant Intercreditor Agreements.

Following certain types of default by Delta, even if the defaults
are subsequently fully cured, the flow of funds under the
relevant Intercreditor Agreements is permanently reallocated in a
way that is likely to accelerate the payment in full of the more
senior classes of Certificate, which in turn will delay the
payment to the more junior classes of Certificate.  Mr. Hahn
explains that the undertaking of Delta under the Payment and
Indemnity Agreement is designed to offset the effect of this
element of the Intercreditor Agreements on the cash flow to the
New Boeing EETC Certificates, which are relatively junior classes
of Certificates.

To secure its obligations under the Payment and Indemnity
Agreement, Delta pledged to Boeing, among other things, the
2001-1C Pass Through Trust Certificates that Delta continued
to hold following the completion of the Certificate Swap, the
$110,394,000 principal amount and all rights to receive payments
relating to the Certificates.

The pledge is contained in a Subordination and Security
Agreement, dated as of March 4, 2005, between Delta and Boeing,
pursuant to which:

   (i) the Delta 2001-1C Certificates were transferred to
       a custodian for the benefit of Boeing; and

  (ii) all cash distributions, dividends or interest payments on
       the Delta 2001-1C Certificates are swept into a blocked
       account under a Blocked Account Agreement, dated as of
       March 4, 2005, among Delta, Boeing and Citibank, N.A.

All amounts deposited in the Blocked Account serve as an
additional security for Delta's obligations to Boeing under the
Payment and Indemnity Agreement.  Under the Blocked Account
Agreement, during any Event of Default under the Indemnity and
Payment Agreement, funds may be released from the Blocked Account
to Delta only with Boeing's consent.

Delta's bankruptcy filing on the Petition Date gave rise to an
Event of Default under the Payment and Indemnity Agreement.

              Boeing's Retention of Interest Payment

Although Delta failed to make the regularly scheduled interest
payments due on the 2001-1 EETC Equipment Notes on September 19,
2005, the amount necessary to fund interest payments on the
2001-1A, 2001-1B and 2001-1C Certificates was paid to the
Subordination Agent by a liquidity provider, and thus there was
no failure of payment under the Boeing 2001-1C Certificates.  The
Liquidity Provider is a third party guarantor of the timely
payment of interest on certain Classes of Certificates in some of
Delta's EETC Financings.

Because Delta did not make the payment of True-Up Interest due on
September 19 in respect of the Boeing 2001-1C Certificates,
Boeing did not permit Delta to receive the $4,028,829 interest
paid by the Liquidity Provider with respect to the Delta 2001-1C
Certificates.  Instead, Boeing retained that amount in the
Blocked Account as continuing security for the payment of Delta's
obligations under the Payment and Indemnity Agreement.

Delta also did not make the regularly scheduled interest payments
due on the 2003-1 EETC Equipment Notes on October 25, 2005, or
the related payment of True-Up Interest, which meant that Boeing
did not receive either the regularly scheduled interest or the
True-Up Interest due on the Boeing 2003-1C Certificates on that
date.

In November 2005, in connection with Delta's elections pursuant
to Section 1110(a) of the Bankruptcy Code with respect to its
EETC Financings, Delta paid all overdue principal, interest and
late-payment interest due on the 2001-1 and 2003-1 Equipment
Notes.  Delta also mistakenly paid Boeing the True-Up Interest
associated with the Equipment Note interest payments, in the
aggregate amount of $1,516,251, notwithstanding its failure to
obtain the Court's advance approval for the payments.

Interest payment on the Boeing 2003-1C and 2001-1C Certificates
was due on January 25, 2006.  Another interest payment is due on
March 20, 2006.

Therefore, the next payments of True-Up Interest on the Boeing
EETC Certificates are also due on those dates.  Delta's liability
for the Next True-Up Interest Payments is an additional
$1,374,846.

Under the Subordination and Security Agreement and the Blocked
Account Agreement, even if Delta timely pays the interest due on
the New Boeing EETC Certificates and the Next True-Up Interest
Payments, the March 20 interest payment on the Delta 2001-1C
Certificates, in the amount of $4,028,765, will be paid to the
Blocked Account, and Delta expects that in the normal course
Boeing would decline to release the fund from the Blocked
Account.

However, Boeing and Delta have agreed that if the Court approves
the payment by Delta and retention by Boeing of the November
True-Up Interest Payments and authorizes payment by Delta of the
Next True-Up Interest Payments, then:

   (a) Boeing will, upon the Court's approval of the Payments,
       release the 2005 interest payment on the Delta
       2001-1C Certificates that is being held in the Blocked
       Account and will promptly release the interest payment on
       the Delta 2001-1C Certificates that will be paid into the
       Blocked Account on March 20, 2005; and

   (b) Delta will make the Next True-Up Interest Payments as and
       when they become due.

These agreements are memorialized in a Letter Agreement, dated as
of January 30, 2006, between Delta and Boeing.

Approval of the Letter Agreement will cost Delta $2,891,097 of
True-Up Interest payments, plus additional interest of $263.6 per
day if the January installment of True-Up Interest is not timely
paid.  Mr. Hahn, however, notes that the Agreement will allow
Delta access to $8,057,594 of funds that would otherwise be
retained by Boeing and serve as a security for the discharge of
Delta's obligation to make True-Up Interest payments and other
payments on the New Boeing EETC Certificates.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DIRT MOTOR: Changes From Fiscal Year to Calendar Year
-----------------------------------------------------
Dirt Motor Sports, Inc., changed its fiscal year from
Sept. 30 to Dec. 31.  Dirt Motor will file its annual calendar
year financial reports on or before Mar. 31, 2006.

                       Fiscal Year Results

The Company reported $19,693,237 net loss on $12,534,099 of total
revenues for the fiscal year ended Sept. 30, 2005.  At Sept. 30,
2005, the company's balance sheet showed $14,430,583 in total
assets, $16,235,496 in total liabilities, resulting in a
$1,804,913 stockholders' equity deficit.

Dirt Motor's Sept. 30 balance sheet also showed strained liquidity
with $1,742,304 in total current assets available to pay
$10,905,774 of total current liabilities coming due within the
next 12 months.

                       Going Concern Doubt

Murrell, Hall, McIntosh & Co., PLLP, at Oklahoma City, Okla.,
raised substantial doubt about Dirt Motor Sports, Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the fiscal years ended Sept. 30, 2005 and
2004.  Murrell Hall referred to Dirt Motor's significant net
losses and has negative working capital.  BDO Seidman, LLP, raised
substantial doubt about Dirt Motor Sports, Inc.'s ability to
continue as a going concern after auditing the company's fiscal
2003 financials.  

A full-text copy of Dirt Motor Sports, Inc.'s annual fiscal year
ended Sept. 30, 2005, is available for free at
http://ResearchArchives.com/t/s?5a8

Dirt Motor Sports, Inc., is a marketer and promoter of motorsports
entertainment in the United States.  The company's motorsports
subsidiaries operate 6 dirt motorsports tracks in New York,
Pennsylvania and Florida.  Dirt Motor owns and operates four of
the premier sanctioning bodies in dirt motorsports: the World of
Outlaws, DIRT Motorsports, United Midwestern Promoters (UMP) and
the Mid America Racing Series (MARS).  Through these sanctioning
bodies, the company  organizes and promotes 16 national and
regional racing series including the World of Outlaw Sprint Series
and the World of Outlaws Late Model Series and we expect to
sanction races at nearly 200 tracks across the United States and
Canada.


DIVERSIFIED CANADIAN: Equity Deficit Tops $6 Million at Dec. 31
---------------------------------------------------------------
Diversified Canadian Financial II Corp. (TSX:DCC.PR.A) reported
that income available for distribution for the nine months ended
December 31, 2005 was $14.3 million, up from $13.8 million in the
same period last year due to a gain on the disposition of
preferred shares and a higher overall yield on the preferred share
portfolio.  During the nine months ended December 31, 2005, the
company paid dividends of $9.2 million and $4.9 million to its
Senior Preferred and Capital shareholders.

On February 10, 2006, the company's Board of Directors declared
the regular quarterly dividend of $0.38125 per Senior Preferred
share, payable March 31, 2006, to shareholders of record on
March 20, 2006.

Diversified Canadian Financial II Corp. owns a portfolio of
cumulative, redeemable, perpetual preferred shares issued by
companies within the Brookfield Asset Management group.

As of December 31, 2005, the Company's equity deficit narrowed to
$6,417,000 from a $6,642,000 deficit at March 31, 2005.


DOCTORS MARKETING: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Doctors Marketing Group, LLC
        20929 Ventura Blvd # 47 275
        Woodland Hills, CA 91364

Bankruptcy Case No.: 06-10158

Chapter 11 Petition Date: February 10, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  707 Wilshire Boulevard, Suite 3700
                  Los Angeles, California 90017
                  Tel: (213) 892-9950

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity
   ------
All California Funding
13047 Ventura Boulevard, 2nd Floor
Studio City, CA 91604

William H. Brownstein & Associates, P.C.
1250 Sixth Street, Suite 205
Santa Monica, CA 90401

SBS Trustee Network
31194 La Baya Drive #106
Westlake Village, CA 91362

Duane Van Dyke
104 North Larkin Drive
Covina, CA 91722

MCH Medical Center, Inc.
104 North Larkin Drive
Covina, CA 91722

Citivest Financial Services
1055 Wilshire Boulevard, Suite 1940
Los Angeles, CA 90017


DURATEK INC: Earns $5.4 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Duratek, Inc. (NASDAQ:DRTK), achieved net income of $18.4 million
for the year ended December 31, 2005 as compared to $21.0 million
in 2004.  Revenues for 2005 of $281.2 million were 2% lower than
2004 revenues of $286.2 million.  The revenue decrease was
primarily due to lower Commercial Services revenues, as there was
insufficient new project work to replace projects that were
completed during 2004.  Net income decreased primarily due to
lower revenues achieved by the Commercial Services business and
losses incurred, primarily in the third quarter, on two Federal
Services contracts.

In the fourth quarter of 2005, the Company achieved net income of
$5.4 million as compared to net income of $3.0 million for the
comparable period in 2004.  Revenues were $68.5 million for the
three months ending December 31, 2005, and were 4% lower than the
$71.1 million for the same period in 2004.  The increase in net
income was primarily due to improved performance by the Commercial
Processing and Disposal business due to higher volumes of higher
margin materials processed and a lowering of the facility
decommissioning estimate during the quarter.  The revenue decrease
for the quarter was due to lower revenues in the Federal Services
business primarily as a result of a decrease in work scope on
several existing contracts.

Robert E. Prince, President and CEO said, "We are pleased with our
strong finish for the year.  In the fourth quarter our margins,
profits, and cash position all showed solid improvements.  In
addition to delivering on our existing business base, we continue
to focus our energies heavily towards growth opportunities."

Robert F. Shawver, Executive Vice President and CFO said, "The
Company significantly improved its cash position during the fourth
quarter.  We finished the year with $18 million in cash even after
making a voluntary debt prepayment of $15 million in December.  We
continue to make consistent progress each year generating cash and
prepaying our term debt."

Duratek Inc. provides radioactive materials disposition and
nuclear facility operations for commercial and government
customers.

                         *     *     *

As reported in the Troubled Company Reporter on February 10, 2005,
Standard & Poor's Ratings Services placed its ratings on Duratek
Inc. on CreditWatch with negative implications, including the
'BB-' corporate credit rating.  

Moody's Investors Service also has affirmed the ratings of
Duratek, Inc., following Feb. 7, 2006's announcement of a
definitive merger agreement providing for the acquisition of
Duratek by EnergySolutions, formerly known as Envirocare of Utah,
LLC.  

Moody's affirmed these ratings:

   * B1 rating on the $30 million secured revolving credit
     facility due 2008;

   * B1 rating on the $69 million secured term loan B due 2009;

   * B1 Corporate Family Rating.

Moody's said the ratings outlook remains stable.


E.DIGITAL CORP: Issues $500,000 of 12% Subordinated Notes
---------------------------------------------------------
e.Digital Corporation has issued $500,000 of the company's Amended
12% Subordinated Promissory Notes to seven purchasers in private
transactions.  

The Notes will mature on Dec. 31, 2006.  The Notes pay a royalty
as consideration for the additional financing necessary for the
development of the company's new eVU(TM) product -- formerly known
as MedeViewer -- up to $20.00 for each eVU(TM) sold for a period
of three years.  The Notes are convertible into fully paid and
nonassessable shares of Common Stock at an initial conversion
price $0.19 per share.

The Notes also provide that if at any time prior to the maturity
date, the company sells any common stock or any indebtedness,
bonds, debentures, notes, preferred stock or similar equity
securities, which are convertible into or exercisable for common
stock at a price less than the initial conversion price, the
conversion price will be reduced to that lesser price.

e.Digital Corporation -- http://www.edigital.com/-- provides   
engineering services, product reference designs and technology
platforms to customers focusing on the digital video/audio and
player/recorder markets.

                            *   *   *

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about the e.Digital's ability to continue as a going concern after
it audited the company's financial statement for the fiscal year
ended Mar. 31, 2005.  The auditing firm pointed to the company's
recurring losses and stockholders' deficit.


EAGLEPICHER HOLDINGS: Court Okays Cananwill Premium Financing Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
EaglePicher Holdings, Inc., and its debtor-affiliates authority
to enter into an insurance premium financing agreement with
Cananwill, Inc.

As reported in the Troubled Company Reporter on Feb. 2, 2006, the
Debtors told the Court that they want to enter into a new
insurance premium finance agreement with respect to their general
liability insurance policies.  The finance agreement will allow
the Debtors to keep the business operations and assets of their
estates insured for their benefit and their creditors'.

The Debtors said that their previous insurance policies expired
and were renewed for a one year period from Jan. 1, 2006, to
Jan. 1, 2007.

The agreement with Cananwill provides for a $652,617 down payment
and $1,212,004 to be financed over eight months in $154,894
installments, for a total cost of $1,239,157.  The loan accrues
interest at 5.94% per annum.

To secure the loan, the Debtors granted Cananwill a security
interest in all unearned or returned premiums and other amounts
due to the Debtors under the policies that result from the
cancellation of the policies.  The Debtors also allows Cananwill
to cancel the policies financed under the agreement in case of a
payment default.

The Debtors reminded the Court that it had been permitted to enter
into an insurance premium financing agreement with Cananwill,
Inc., with respect to property damage insurance policies.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EMERITUS CORP: Gets $3.04 Million from Exercise of Warrants
-----------------------------------------------------------
Emeritus Corp aka Emeritus Assisted Living issued 400,000 shares
of common stock pursuant to the exercise of a warrant to purchase
shares.  The shares were purchased by the holder of the warrant,
B.F Limited Partnership, an entity controlled by Daniel R. Baty,
Chairman and Chief Executive Officer of the Company, for cash at a
price of $7.60 per share and a total cash consideration of
$3,040,000.  The shares were issued and sold in reliance on the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.

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

As of September 30, 2005, Emeritus' equity deficit widened to
$134,220,000 from a $128,319,000 equity deficit at Dec. 31, 2004.


FACTORY 2-U: Administrative Proofs of Claim Should Be Filed Today
-----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, set 4:00 p.m. on Feb. 22, 2006, as the
deadline for all creditors owed money by Factory 2-U Stores, Inc.,
and its debtor-affiliates on account of administrative claims
arising after Jan. 13, 2004, but prior to Dec. 1, 2005, to file
their proofs of claim.

Creditors must file written proofs of claim on or before the
February 22 Administrative Claims Bar Date and those forms must be
delivered by hand or courier service to:

       Factory 2-U Stores, Inc., Claims Processing
       c/o Delaware Claims Agency LLC
       230 North Market Street, 2nd Floor
       Wilmington, DE 19801
    
Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.  The Court appointed Jeoffrey L.
Burtch as the Chapter 7 Trustee.  Adam Singer, Esq., at Cooch and
Taylor represents the Chapter 7 Trustee.


FAIRPOINT COMMUNICATIONS: Sells Minority Stake in First Cellular
----------------------------------------------------------------
FairPoint Communications, Inc. (NYSE: FRP) entered into an
agreement to sell its minority interest in Southern Illinois
Cellular Corp., dba First Cellular of Southern Illinois.

FairPoint and the other shareholders of First Cellular have signed
an agreement to sell First Cellular to Alltel Corporation (NYSE:
AT).  FairPoint expects to receive proceeds, net of escrowed
funds, of approximately $16 to $17 million from the sale at
closing.  In addition, approximately $3 million of potential
proceeds to FairPoint will be held in escrow pending the
expiration of the escrow period.  The Company's book basis in
First Cellular is $4.6 million.

FairPoint expects to record a gain of approximately $12 to $16
million on the transaction, depending on the final settlement of
amounts held in escrow.  The closing is expected to occur in the
second quarter of 2006.  Upon receipt of the proceeds, the gain
portion of the proceeds will be added to the Company's existing
amount available to pay dividends under its credit facility.  
FairPoint intends to use the proceeds to pay dividends on its
common stock and to repay debt.

FairPoint has historically received annual dividends of
approximately $0.4 to $0.6 million from the First Cellular
investment.  Due to the sale, FairPoint will not receive any
further dividend payments from First Cellular after the closing.

FairPoint Communications, Inc. provides communications services to
rural communities across the United States.  Incorporated in 1991,
FairPoint's mission is to acquire and operate telecommunications
companies that set the standard of excellence for the delivery of
service to rural communities.  Presently, FairPoint owns and
operates 28 rural local exchange companies located in 17 states,
offering an array of services, including local and long distance
voice, data, Internet and broadband offerings.

                        *     *     *

Standard & Poor's Ratings Service upgraded FairPoint
Communications' credit rating to BB- on March 22, 2005.  


FLOWSERVE CORP: Completes Restatements for 2002, 2003 and 2004
--------------------------------------------------------------
Flowserve Corp.'s full year 2004 bookings increased 10% to $2.66
billion compared with $2.42 billion in 2003, and its year-end 2004
backlog stood at $836.4 million compared with $818.2 million at
the end of the prior year.  

Flowserve's sales also increased 11% to $2.64 billion in 2004
compared with restated $2.37 billion in 2003.

According to Flowserve, their bookings and sales for 2004 each
benefited by approximately 5% from currency effects, while backlog
benefited by approximately 4%.

The Company's operating income in 2004 is $155.8 million compared
with $141.9 million in 2003.  The increase is attributable to
operational improvements from their Continuous Improvement Process
initiative, which resulted in cost savings, synergies and a higher
mix of aftermarket business, which generally has a higher margin,
the Company says.

For full year 2004, the Company's net income is $24.2 million
compared with restated net income of $44.5 million in full year
2003.  Its net income from continuing operations is $20.2 million
in 2004 compared with restated $43.1 million in 2003.  The Company
notes that the net income from continuing operations excludes the
results of the company's government and marine business, which was
sold in November 2004.

                    Restatement Work Completed

The company restated its financial statements for 2002, 2003 and
the first quarter of 2004.  The cumulative net reduction in net
earnings from the restatement adjustments, including net charges
prior to Jan. 1, 2002, is $35.9 million.

The amount of net charges arising prior to 2002 is reflected in
the financial statements as a $13.7 million reduction to beginning
retained earnings as of Jan. 1, 2002, and is included in the $35.9
million cumulative net reduction in net earnings.

The net charge from the restatement reduced reported net earnings
for 2002 and 2003 by $10.7 million and $8.4 million and reduced
reported net earnings for the first quarter of 2004 by $3.1
million.

Flowserve Corp. -- http://www.flowserve.com/-- is one of the  
world's leading providers of fluid motion and control products and
services.  Operating in 56 countries, the company produces
engineered and industrial pumps, seals and valves as well as a
range of related flow management services.

                          *     *     *

Moody's assigned these ratings to Flowserve Corp., on May 10,
2002:

   * Long term corporate family rating -- Ba3
   * Bank loan debt                    -- Ba3
   * Senior subordinate                -- B2

Moody's withdrew its issuer rating on July 7, 2005.

On March 17, 2000, Standard & Poor's rated Flowserve's long term
foreign issuer credit and long term local issuer credit at BB-.
   
In addition, Standard & Poor's placed B-3 ratings to the Company's
ST foreign and local issuer credits on April 19, 2005.


FLYI INC: Wants Until June 5 to Make Lease-Related Decisions
------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend, until June 5, 2006,
their time to elect to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

The Debtors tell the Court that they were party to various leases
for premises used in their business operations.  After the
discontinuation of their flight operations on January 5, 2006, the
Debtors started reviewing their executory contracts and leases.

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware tells the Court that as of Feb. 10,
2006, the Debtors still possess some of the premises pursuant to
unexpired non-residential real property leases.  The Debtors have
not moved to assume and assign or reject these remaining
Unexpired Leases:

    Non-Debtor Party                Contract
    ----------------                --------
    Metropolitan Washington         Ground Lease Agreement to
    Airports Authority              design, construct, operate and
                                    maintain an aircraft
                                    maintenance facility at
                                    Washington Dulles
                                    International Airport dated
                                    June 23, 1997, as amended

    Richard E. Curtis Revocable     Land Lease Agreement dated
    Trust, now known as DIP         January 15, 1997, as amended
    Building Two LLC
                                    Deed of Lease for Dulles
                                    International Park dated
                                    November 15, 2000

                                    Lease Renewal and Lease of
                                    Additional 27,637 square feet,
                                    January 1, 2001

    National Build To Suit          Headquarters Real Property
    Loundoun Gateway III, LLC       Lease, dated July 19, 2000

Section 365 of the Bankruptcy Code provides that a debtor has 120
days from the Petition Date to decide whether to assume, assume
and assign, or reject unexpired non-residential real property
leases.  At the expiration of that period, the Unexpired Leases
are deemed rejected.  However, courts can, for cause, order a 90-
day extension of the lease decision period.

In determining whether cause exists, courts consider:

    a. whether the debtor was paying for the use of the property;

    b. whether the debtor's continued operation could damage the
       lessor beyond the compensation available under the
       Bankruptcy Code;

    c. whether the lease is the debtor's primary asset; and

    d. whether the debtor has had sufficient time to formulate a
       plan of reorganization.

According to Mr. Shannon, the Debtors are paying for use of the
property at the applicable lease rates and are continuing to
timely perform their obligations under the Unexpired Leases.

The Debtors are presently in the process of liquidating their
assets and winding down their affairs.

If the Debtors were required to assume the Unexpired Leases at
this time merely to protect their ability to market them, Mr.
Shannon says, the Debtors might be faced with significant
administrative claims in the event that the Debtors' marketing
efforts were unsuccessful or the Unexpired Leases otherwise could
not be assumed and assigned.

Even if some of the Leases will not ultimately be assumed and
assigned, the Debtors should not be forced at an early stage of
their wind-down process to incur potentially significant
administrative claims or devote their attention to locating
alternative facilities, Mr. Shannon argues.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FLYI INC: Wants Stay Lifted to Liquidate Protiviti Claim
--------------------------------------------------------
FLYi, Inc., and its debtor-affiliates entered into a master
services agreement with Protiviti, Inc., on June 21, 2005.  
Pursuant to that Agreement, Protiviti agreed to assist the Debtors
with their compliance efforts under the Sarbanes-Oxley Act.

In addition, pursuant to the Agreement, the Debtors provided
Protiviti with a $140,000 initial retainer.  Protiviti and the
Debtors later agreed to reduce the retainer by $40,000.

According to Brendan Linehan Shannon, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, Protiviti
subsequently issued invoices totaling $41,595.  The invoices
remain unpaid as of February 10, 2006.

Early this year, the Debtors asked Protiviti to return the
Retainer.

To resolve their dispute, the parties stipulate and agree that
the automatic stay will be lifted to allow Protiviti to
immediately liquidate the Retainer for $41,595.  Protiviti will
provide counsel to the Debtors with an accounting of all amounts
applied against the Retainer and will return all remaining funds
in the Retainer to the Debtors.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FLYI INC: Wants to Reject 26 Burdensome Contracts and Leases
------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy for
the District of Delaware for authority to reject 26 executory
contracts and unexpired leases.

The Debtors tell the Court that they are presently in the process
of liquidating their assets and winding down their affairs.

According to Brendan Linehan Shannon, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, as a result of
the discontinuation of Independence Air's flight operations, many
of the Debtors' Contracts and Leases have become unnecessary to
their estates.

The Debtors believe that the 26 contracts have no market value
and constitute an undue burden on their estates.

A list of the 26 Rejected Contracts is available for free at
http://ResearchArchives.com/t/s?5ad

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FOUR SEASONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Four Seasons Fireplace and Patio, Inc.
        dba Fireplace Supply Wholesalers
        260 Centerville Road
        Lancaster, Pennsylvania 17603

Bankruptcy Case No.: 06-00229

Type of Business: The Debtor sells fireplace and patio
                  furniture, equipment, and other accessories.  
                  See http://www.fireplaceandpatio.com/

Chapter 11 Petition Date: February 20, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham & Chernicoff, P.C.
                  2320 North Second Street
                  Harrisburg, Pennsylvania 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Robert H. Peterson Co.        Business debt             $324,900
14724 East Proctor Avenue
City of Industry, CA 91746

Winston Furniture Co.         Business debt             $265,216
Drawer #693
P.O. Box 11407
Birmingham, AL 35246

Brown Jordan Co.              Business debt             $146,937
Department #2462
Los Angeles, CA 90084

Pilgrim Fireplace Co.         Business debt              $53,217

Byers Industries Inc.         Business debt              $52,938

Monesseen Hearth Systems      Business debt              $51,478

Dimplex North America         Business debt              $42,557

Simpson Duravent              Business debt              $42,127

Mendota Hearth Division       Business debt              $37,443

Carter Grandle                Business debt              $28,835

Montigo Del Ray Corp.         Business debt              $28,280

Lane Acceptance Group         Business debt              $27,281

Lloyd Flanders                Business debt              $24,481

IGARDEN                       Business debt              $20,059

House of Adjustments, Inc.    Business debt              $19,308

Woodard Casual                Business debt              $16,615

Diamond W Products            Business debt              $12,714

McNees Wallace & Nurick       Business debt              $12,044

Telescope Furniture           Business debt              $11,791

Dayva International           Business debt               $9,772


GARDEN RIDGE: Wants Until Apr. 26 to Object Administrative Claims
-----------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates ask the
Honorable Randolph Baxter of the U.S. Bankruptcy Court for the
District of Delaware for more time to object to administrative
proofs of claim.  The Debtors want the deadline extended to
April 26, 2006.

The Debtors say that since the effective date, their claims
reconciliation efforts have focused primarily on reconciling,
negotiating settlements and objecting to administrative expense
claims and reclamation claims.

The Debtors say that the extension will provide sufficient time to
complete the process of reconciliation of, and objection to, the
claims.

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


GENERAL MOTORS: Looming Market Share Loss Cues Moody's B2 Rating
----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
senior unsecured rating of General Motors Corporation to
B2/Negative Outlook from B1/Review for Downgrade.  GM's ratings
were placed under review for possible downgrade on January 26th.

The downgrade reflects increased uncertainty that the company will
be able to achieve all of the steps necessary to establish a
competitive wage, benefit and supplier cost structure outside of
bankruptcy.  These steps include a successful resolution of the
Delphi reorganization and the negotiation of a considerably more
competitive labor contract with the UAW during 2007.

GM also faces the near-term challenge of completing the sale of
GMAC and resolving the current SEC investigations into various
accounting matters.  Finally, the company's operating profile
continues to be pressured by declining US market share, and the
ongoing shift in consumer preference away from trucks and SUVs as
it introduces its T900 series of SUVs and light trucks.  GM's
liquidity rating is affirmed at SGL-1, the highest category.

The ratings of General Motor's Acceptance Corporation and of
Residential Capital Corporation remain unchanged.

In order to establish a viable long-term business model and a
competitive cost structure, the UAW wage and benefit structure for
both GM and its largest supplier, Delphi, will need to be
fundamentally changed.  Moody's believes that achieving the
necessary level of relief from the UAW will be a long and
challenging process that will face numerous hurdles during the
next 18 months.  Moody's remains concerned that in the absence of
material progress in reducing its UAW-related cost burden through
negotiations, GM could resort to bankruptcy as an option to reduce
this burden.

Moody's said that a successful resolution of the Delphi
reorganization remains a critical factor in GM's ability to
achieve a viable business model and sustain the B2 rating level.
The key issues for GM are:

   1) the extent to which Delphi can reach a contract with the
      UAW that restores its competitiveness in North America;

   2) the avoidance of a protracted UAW strike at Delphi, which
      would interfere with GM's North American production;

   3) the degree to which GM can significantly narrow the $2
      billion cost disadvantage it incurs due to its Delphi
      -related supply contracts; and

   4) GM's ability to contain the financial burden it will face
      as a result of its guarantee of Delphi/UAW benefits and any
      additional financial contribution it may have to make in
      order to facilitate an agreement between Delphi and the
      UAW.

Delphi extended the deadline for concluding negotiations with the
UAW and GM to March 30th, leaving a number of critical issues
unresolved.  These include the magnitude of any reduction in the
UAW wage and benefit structure, potential cuts in employment
levels, the possible return of Delphi workers to GM's payroll, and
the size of any financial contribution by GM to facilitate a
Delphi labor agreement.  Moreover, Delphi has stated that, absent
an agreement among all three parties, it will file a motion to
reject its collective bargaining agreement no later than March
31st.

Due to the bankruptcy court's obligation to consider objections to
Delphi's filing and, in turn, the company's response to these
objections, a ruling on the motion would be unlikely for several
months.  However, should the court ultimately rule that the
collective bargaining agreement constitutes an undue burden that
Delphi can reject, there is the possibility that the UAW could
respond with some form of job action.  Any prolonged strike or
work slowdown by the UAW against Delphi would be a significantly
negative rating event for GM.  It is also Moody's view that a
severe breakdown in the negotiations among the three parties,
accompanied by an extended UAW work action, might act as a
catalyst for GM to consider seeking relief by filing for
bankruptcy.

Moody's expects that as part of GM's negotiations with the UAW in
advance of the September 2007 expiration of its current contract,
the company will likely need to seek material cost reductions in a
number of areas.  These include a reduction in active employee
health care expenses, and significant changes to the "jobs bank"
program that requires GM to continue paying wages and benefits for
workers idled by plant shutdowns or production cutbacks.  The
degree of relief needed by GM in these areas is considerable and
may not be readily obtained from the UAW.

In addition to the significant UAW wage and benefit concessions
that GM needs, it remains important for the company to complete
the proposed sale of GMAC.  The company will likely need the
proceeds from the sale to help fund the potentially large cash
requirements arising from its various restructuring initiatives.
These potential requirements include expenditures necessary to
facilitate the Delphi reorganization, employee separation payments
associated with any acceleration of GM's announced 30,000 hourly
employee head count reduction program, and expenditures that might
arise from the company's 2007 contract negotiations with the UAW.

As GM pursues these initiatives it will also remain important for
the company to stem its continuing loss of US market share, which
fell to 26% in January 2006, and to establish solid market
acceptance and pricing for the T900 series.  Success in these
areas will be critical if the company's automotive operations are
to remain on track for generating the following metrics assumed in
the current rating for 2007: interest coverage exceeding 1.5
times, operating margin of over 2.5%, and positive free cash flow.  
An additional rating factor will be the company's ability to
maintain a cash and short-term VEBA position of approximating $18
billion, excluding any proceeds from the GMAC sale.  Any inability
to remain on track for achieving these levels of financial
performance could result in pressure on the B2 rating.

GM's SGL-1 liquidity rating reflects the adequacy of the company's
$20 billion in year-end cash and short-term VEBA to provide
adequate coverage of its negative operating cash flow and maturing
debt obligations during the coming twelve months. However, this
rating is under pressure and could be lowered during the near-term
due to the funding requirements that may arise in connection with
GM's North American restructuring efforts, the potential need to
support the Delphi reorganization, and the challenges associated
with its ongoing negotiations with the UAW.  The rating might also
be lowered in connection with any delay in the timely filing of
financial statements due to the ongoing SEC investigation.

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


GEOFFREY LEE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Geoffrey Irwin Lee
        9 Odessa
        Foothill Ranch, California 92610

Bankruptcy Case No.: 06-10129

Chapter 11 Petition Date: February 13, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: James C Bastian, Jr. Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre Drive, Suite 300
                  Foothill Ranch, California 92610-2808
                  Tel: (949) 340-3400

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Orange County's Credit           Credit Card            $11,789
Union VISA
P.O. Box 31112
Tampa, FL 33631-3112

Chase (Visa)                     Credit Card             $6,944
P.O. Box 15298
Wilmington, DE 19850-5298

Johnson/Hyster                   Lease Guarantee             $0
P.O. Box 60007
City of Industry, CA 91716

Kwikset Corp.                                           Unknown
333 South Grand Avenue
38th Floor
Los Angeles, CA 90071-1543


HILL CITY: Court Okays Modified Louisiana Tax Settlement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved a Modified Settlement Agreement between Hill City Oil
Company, Inc., and the State of Louisiana Department of Revenue.  

The Bankruptcy Court confirmed the Debtor's Amended Plan of
Reorganization on May 12, 2005, and the Plan took effect on
June 15, 2005.  The Modified Settlement governs the amended
treatment of claims of the Louisiana Department of Revenue.

The original Settlement Agreement between the Debtor and the
Louisiana Dept. of Revenue provided that the Department would
accept $3,495,532 in full satisfaction of its claim, payable in
monthly installments of approximately $48,500.  The Court approved
that Settlement on June 6, 2005.

But before the Debtor could make payments to the Department under
the original Settlement Agreement, hurricane Katrina struck
southern Louisiana and severely disrupted the Debtor's operations.  
The Debtor eventually negotiated short-term forbearances with the
Department.  

        Summary of the Modified Settlement Agreement

Pursuant to the Modified Settlement, the Department's allowed
claim of $3,495,532 will be paid by the Debtor in 20 quarterly
payments of $174,777, with the first payment due on Sept. 1, 2006.  
Each subsequent payment after September 1 is due on the first day
of each third month.

As further assurance of payment, the Debtor will maintain bonds in
amount equal to or greater than $749,500 and it will continue to
prepay taxes that it collects from its customers, until all of the
Department's claims are paid in full.

A full-text copy of the Modified Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?5b5

Headquartered in Houma, Louisiana, Hill City Oil Company, Inc. --
http://www.hillcityoil.com/-- sells industrial oil, metalworking  
fluids, automotive and off-highway lubricants, oilfield products,
and service products.  The Company filed for chapter 11 protection
on October 25, 2004 (Bankr. E.D. La. Case No. 04-18007).
W. Christopher Beary, Esq., at Orrill, Cordell & Beary, L.L.C.,
represents the Debtor.  The Bankruptcy Court confirmed the
Debtor's chapter 11 Plan May 12, 2005, and the Plan took effect on
June 15, 2005.  When the Company filed for protection from its
creditors, it listed estimated assets and liabilities of $50
million to $100 million.


HUNTSMAN CORP: Inks Agreement to Purchase Ciba's Textile Business
-----------------------------------------------------------------
Peter R. Huntsman, President and CEO of Huntsman Corporation
(NYSE: HUN), disclosed that the company has entered into a
definitive agreement to acquire the global Textile Effects
business of Ciba Specialty Chemicals Inc. for CHF332 million or
$253 million.

The Textile Effects business had 2005 revenues of approximately
CHF1.3 billion ($1 billion) which represents approximately 17% of
Ciba's total 2005 revenues.  The business had 2005 EBITDA of
approximately CHF115 million ($92 million).

Mr. Huntsman commented, "The Textile Effects acquisition will
compliment our existing formulation businesses and provide our
Performance Products segment with new downstream technology and
marketing platforms.  It is consistent with our corporate strategy
to continue to expand our differentiated segments through high
return growth projects.  We believe the global demand for textile
solutions will continue to grow, and there remain significant
opportunities for the existing Textile Effects management team and
Huntsman to continue to restructure this business to meet the
changing demands of the marketplace.  We also see considerable
supply chain and commercial synergies with our existing
businesses, which we are confident will significantly enhance
Huntsman's position in select markets.  In addition, with
approximately CHF 450 million ($360 million) in revenues in Asia,
Textile Effects will compliment our continued expansion in this
region.  We are looking forward with great anticipation to making
Textile Effects an integral part of our differentiated business
portfolio."

Mr. Huntsman said the acquisition will be immediately accretive to
Huntsman's earnings per share and should add approximately $0.30
per share to the company's annual earnings by 2008 when the
business is fully integrated and restructuring activities are
completed.

This is Huntsman's second acquisition of a Ciba Specialty
Chemicals business.  In 2003, Huntsman acquired Vantico Group S.A.
which was formerly Ciba's Performance Polymers division.  This is
now Huntsman's Advanced Materials division, which will operate
shared sites with Textile Effects in Basel, Switzerland and in
Panyu, China.

The purchase price of CHF332 million ($253 million) will be
reduced:

    (i) by approximately CHF75 million ($57 million) in assumed
        debt and unfounded pension and other post employment
        liabilities and

   (ii) up to CHF40 million ($31 million)in unspent restructuring
        costs.

The final purchase price is subject to a working capital and net
debt adjustment.

The transaction's closing is subject to customary terms and
conditions, and is expected to occur by the third quarter of 2006.

                    About Textile Effects

Headquartered in Basel, Switzerland, the Textile Effects business
manufactures a broad range of chemical and dye products that
enhance the performance properties and color of finished textiles
and materials.  It serves over 10,000 customers located in 80
countries and is the leading global supplier of comprehensive
solutions for the textile industry.  The business has
approximately 4,200 employees and operates eleven primary
manufacturing facilities located in eight countries.

                     About Huntsman Corp.

Huntsman Corp. is a global manufacturer and marketer of
differentiated and commodity chemicals.  Its operating companies
manufacture basic products for a variety of global industries
including chemicals, plastics, automotive, aviation, footwear,
paints and coatings, construction, technology, agriculture, health
care, textiles, detergent, personal care, furniture, appliances
and packaging.  Originally known for pioneering innovations in
packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman today has 11,300 employees, 57 operations
in 22 countries and had 2004 revenues of $11.5 billion.

                      *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2006,
Standard & Poor's Ratings Services removed its ratings on Huntsman
Corp. and its affiliate Huntsman International LLC from
CreditWatch with negative implications, where they were placed
Jan. 31, 2006.  The ratings, including the 'BB-' corporate credit
ratings, were affirmed.  The outlook is positive.


J.A. JONES: Panel Has Until June 30 to Object to Proofs of Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave the Official Committee of Unsecured Creditors in
J.A. Jones, Inc., and its debtor-affiliates' chapter 11 cases
until June 30, 2006, to object to proofs of claims filed against
the Debtors.  

The Court confirmed the Debtors' Third Amended and Restated Joint
Plan of Liquidation on Aug. 19, 2004, and the Plan took effect on
Sept. 28, 2004.

The Committee tells the Court that the Liquidating Trustee under
the confirmed Plan has a pending request to extend until April 24,
2006, his time to object to proofs of claims filed against the
Debtors and for reclassification of certain secured and priority
claims to unsecured creditors.  

Additionally, numerous claims are the subject of litigation
pending in various state and federal courts throughout the
country, which may not be resolved for some time.  

The extension is necessary so the Committee can have more
opportunity to review and determine the validity of certain Class
6 and Class 10 claims after the Liquidating Trustee's deadline for
claims objection passes.  The extension will also give the
Committee more time to evaluate and potentially object to the
reclassified claims if the Liquidating Trustee's motion to
reclassify certain claims is approved.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on Sept. 25, 2003
(Bankr. W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed debts and
assets of more than $100 million each.  The Bankruptcy Court
confirmed the Debtor's Third Amended and Restated Joint Plan of
Liquidation on Aug. 19, 2004, and the Plan took effect on Sept.
28, 2004.  Carroll Services, LLC is the Liquidating Trustee under
the confirmed Plan.  Deborah L. Fletcher, Esq., at Kilpatrick
Stockton LLP represent the Liquidating Trustee.


JARDEN CORP: Earns $60.7 Million of Net Income in 2005
------------------------------------------------------
Jarden Corporation (NYSE: JAH) reported its financial results for
the quarter and year ended Dec. 31, 2005.

Net income for the year ended Dec. 31, 2005, increased by 43.2% to
$60.7 million from $42.4 million in 2004.  Net Sales in 2005
increased 280% to $3.2 billion compared to $839 million for the
same period in the previous year.

Fourth quarter net sales increased 312% to $975 million compared
to $237 million for the same period last year.  Net income for the
fourth quarter of 2005 increased to $2.5 million from a net loss
of $3.4 million for the same period last year.

Jarden's results of operations include the US Playing Card,
American Household and Holmes Group businesses from their dates of
acquisition, which were June 2004, January 2005 and July 2005,
respectively.

The Company's balance sheet at Dec. 31, 2005, showed $3.6 billion
in total assets and $2.6 billion in total liabilities.

Martin E. Franklin, Chairman and Chief Executive Officer,
commented, "2005 was a year of significant positive change for
Jarden Corporation with the acquisitions of both American
Household and Holmes.  We added tremendous brands to our
portfolio, including, Bionaire(R), Coleman(R), Crock-Pot(R),
First Alert(R), Mr. Coffee(R), Oster(R), Rival(R) and Sunbeam(R)
to name just a few.  Additionally, we have expanded distribution
channels domestically and internationally, added talented
employees to our team and strengthened our foundation for
profitable future growth."

Mr. Franklin continued, "Overall the year end results were in line
with the estimates we provided in January.  With the results now
finalized, I am pleased to report that our cash flow from
operations was significantly stronger than our original estimates,
with over $250 million generated during the fourth quarter.  This
strong cash flow will help fuel future growth opportunities in our
business.  Our plan for 2006 and beyond is unchanged, as we
continue to focus on expanding margins, increasing the top-line
through new product introductions and leveraging the ongoing
integration of the businesses we acquired in 2005 into the overall
Jarden structure.  We believe we are on track to achieve our three
to five year goals outlined at the beginning of 2005 and the
businesses all have significant momentum coming into the new year.  
Our brands are the cornerstones of many of our retailers'
strategies for innovation in the categories we serve."

Mr. Franklin concluded, "Recently, we have been subjected to a
group of purported class action lawsuits.  We believe these
lawsuits are totally without merit and our intention is to
vigorously contest these claims, while staying focused on our
primary responsibility to our shareholders, employees and
customers.  To that end, we will continue to concentrate on
delivering strong operating results, which we believe is the best
way to create long-term shareholder value."

Headquartered in Rye, New York, Jarden Corporation --
http://www.jarden.com/-- is a global provider of market branded  
consumer products used in and around the home marketed under well-
known brands including:  

   * Ball(R) Bee(R),  
   * Bicycle(R),  
   * Campingaz(R),  
   * Coleman(R),  
   * Crawford(R),  
   * Diamond(R),  
   * First Alert(R),  
   * FoodSaver(R),  
   * Forster(R),  
   * Health o meter(R),  
   * Hoyle(R),  
   * Kerr(R),  
   * Lehigh(R),  
   * Leslie-Locke(R),  
   * Loew-Cornell(R),  
   * Mr. Coffee(R),  
   * Oster(R),  
   * Sunbeam(R), and  
   * VillaWare(R).  

Jarden operates through four business segments:  

   * Branded Consumables,  
   * Consumer Solutions,  
   * Outdoor Solutions, and  
   * Other.

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2005,  
Moody's Investors Service affirmed the ratings of Jarden  
Corporation and The Holmes Group following the announcement of the
proposed acquisition of The Holmes Group by Jarden Corporation.   
At the same time, Moody's assigned a (P)B1 rating to Jarden's
proposed $350 million tack-on to its senior secured term loan
which will partially fund the acquisition.

The rating affirmation of Jarden reflects:  

   * the company's moderate operating margins,  
   * niche brands, and  
   * moderate leverage.  

The ratings are constrained by:  

   * potential integration risk that has resulted from the  
     company's recent large acquisitions;

   * limited opportunities for organic growth;

   * the increasing exposure to the highly competitive home  
     appliance sector; and  

   * the possibility of additional debt financed acquisitions.

As reported in the Troubled Company Reporter on July 4, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Jarden Corp.  The
affirmation follows Jarden's announcement that it has signed a
definitive agreement to acquire small appliance manufacturer and
marketer The Holmes Group for $625 million, or about 6.5x EBITDA.


KENNETH JOHNSON: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kenneth F. Johnson
        3802 Middle Cheshire Road
        Canandaigua, New York 14424

Bankruptcy Case No.: 06-20165

Type of Business: The Debtor is currently the Vice-President of
                  Operations of Leonard's Express, Inc. and
                  Johnson Equipment Sales and Service, Inc.

Chapter 11 Petition Date: February 21, 2006

Court: Western District of New York (Rochester)

Debtor's Counsel: Leonard Relin, Esq.
                  One East Main Street, 10th Floor
                  Rochester, New York 14614
                  Tel: (585) 454-4336
                  Fax: (585) 232-6674

Estimated Assets: Less than $5,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Michael Moecker                Preferential           $7,000,000
Creditor Agent                 Payment
Transit Group Creditors Trust
Greenberg Traurig, P.A.
Miami, FL 33131

Canandaigua National           Personal Guarantee       $728,034
Bank & Trust
72 South Main Street
Canandaigua, NY 14424

G.M.A.C. Financial Services                              $32,550

American Express               Credit Card               $23,874

GM Card                        Credit Card Purchases     $15,091

Capital One                    Credit Card Purchases      $8,964

John Deere Credit                                         $1,915


KULLMAN INDUSTRIES: Wants Plan-Filing Period Stretched to Apr. 16
-----------------------------------------------------------------
Kullman Industries, Inc., asks the U.S. Bankruptcy Court for the
District of New Jersey to extend the period within which it has
the exclusive right to file a chapter 11 plan to April 16, 2005.   
The Debtor also seeks an extension of the period within which it
has the exclusive right to solicit acceptances of that plan to
June 15, 2006.  

James N. Lawlor, Esq., at Wollmuth Maher & Deutsche LLP, in
Newark, New Jersey, tells the Court that the Debtor has been
diligent and has achieved a high degree of progress in its chapter
11 case.  During the early stages of the case, the Debtor focused
primarily on the sale of its assets, and engaged in activities to
insure a smooth transition into chapter 11.  Those activities
included negotiating for use of cash collateral and posteptition
financing, solidifying relationships with vendors and employees,
and obtaining new business.  

The Debtor has remained current with all of its postpetition
obligations.  The Debtor has also rejected leases and contracts
burdensome to the estate, and obtained Court approval to sell
substantially all of its assets, Mr. Lawlor adds.

The Debtor has worked closely with the Committee to develop an
exit strategy for its reorganization.  Negotiations over the form
of a plan of reorganization are ongoing.  

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. Bruce D. Buechler, Esq., Peter J. D'Auria,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler represent
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million and $10 million and debts between $10 million
to $50 million.


LANTIS EYEWEAR: Court Extends Claims Objection Period to April 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended, until Apr. 3, 2006, Joseph Myer's period to
object to claims filed against the estate of Lantis Eyewear
Corporation, nka Sitnal, Inc.

Mr. Myers, a partner and managing director at Clear Thinking Group
LLC, serves as Creditor Trustee for the Sitnal Creditor Trust
created under the Debtor's confirmed Second Amended Plan of
Liquidation.

Mr. Myers argues that although he has filed the Second Objection
and that all claims against the estate have been addressed by the
said objection, the brief extension would allow him to finalize
his investigation and analysis of the Debtor's books and records.  
Mr. Myers says that the extension would also allow him to compare
the Debtor's books and records with the claims register.  Mr.
Myers relates that he want to ensure that he has met his fiduciary
duty and fulfilled his responsibilities in connection with the
claims reconciliation process.

Mr. Myers contends that allowing him, if necessary, additional
time to file one final objection to claims will ensure that he has
indeed addressed all claims and that no claims has gone unnoticed.

Mr. Myers assures the Court that extension request is made in good
faith and will aid him in achieving an optimal recovery for the
Creditor Trust and its beneficiaries.

Headquartered in New York, Lantis Eyewear Corporation nka Sitnal,
Inc. -- http://www.lantiseyewear.com/-- is a leading designer,
marketer and distributor of sunglasses, optical frames and related
eyewear accessories throughout the United States.  The Company
filed for chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y.
Case No. 04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig,
Scherer, Hyland & Perretti LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
$39,052,000 in total assets and $132,072,000 in total debts.


LAS VEGAS SANDS: Revenues Increase 44% Year-on-Year in 2005
-----------------------------------------------------------
Las Vegas Sands Corp. reported financial results for the fourth
quarter and full year ended Dec. 31, 2005.

Net revenue for the fourth quarter of 2005 increased 44% to a
record $500.7 million, compared to $347.6 million in the prior
year's quarter.

Adjusted net income for the fourth quarter of 2005 improved to
$118.1 million, versus adjusted net income of $63.6 million in the
fourth quarter of 2004.  Adjusted net income and adjusted earnings
per diluted share in the fourth quarter of 2005 exclude gain on
disposal of assets, pre- opening expense, development expense, and
litigation settlements.  On a GAAP basis, net income in the fourth
quarter of 2005 was $110 million, compared to $69.3 million in the
fourth quarter of 2004.

Full year 2005 net revenue increased 45.4% to $1.74 billion
compared to $1.20 billion in 2004.  Adjusted net income in 2005
was $412.0 million.  This compares to adjusted net income of
$210.5 million.  On a GAAP basis, net income in 2005 was $283.7
million, compared to full year net income of $495.2 million.  The
2004 results include a gain on the sale of the Grand Canal Shops
mall of $417.6 million, as well as $63.2 million in non-recurring
incentive expenses related to the Phase II mall sale.

"2005 was another remarkable year for our company," began William
P. Weidner, President and COO.  "We delivered record results at
both our Las Vegas and Macao properties, executed on a series of
growth initiatives to enhance our competitive position, completed
a strategic refinancing and entered the market to secure a $2.5
billion credit facility to support our development plans in Macao
as we lead the historic effort to create Asia's Las Vegas(TM)."

Weidner added, "Our operating teams continue to perform at the
highest level, establishing a superior platform for growth.  In
fact, we closed a record year with a record fourth quarter,
including consolidated adjusted property EBITDAR of $190.5
million, reflecting solid performances at both The Venetian and
The Sands Macao."

Unrestricted cash balances at Dec. 31, 2005 stood at $456.8
million while restricted cash balances were $642.9 million.  Of
the restricted cash balances, $571.1 million is restricted for
construction of The Palazzo Hotel Resort Casino, the company's
second hotel casino resort property in Las Vegas.

As of Dec. 31, 2005, total debt outstanding, including the current
portion, was $1.63 billion.

                    About Las Vegas Sands

Headquartered in Las Vegas, Nevada, Las Vegas Sands Corp. --
http://www.lasvegassands.com/-- is a holding company that owns  
100% of Las Vegas Sands, Inc.  Las Vegas Sands, Inc. is a hotel,
gaming, and resort- development company that owns and The Venetian
Resort Hotel Casino, the Sands Expo and Convention Center, and
Venetian Macao Limited, a developer of multiple casino hotel
resort properties in The People's Republic of China's Special
Administrative Region of Macao.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 03, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
bank loan rating on Las Vegas Sands Inc. and its subsidiary,
Venetian Casino Resort LLC to 'BB-' from 'B+'.   At the same time,
the 'B' rating on the company's $850 million 11% mortgage notes
due 2010 was affirmed.  Concurrently, Standard & Poor's assigned
its 'BB-' rating to the proposed $400 million incremental Term
Loan B being borrowed jointly by LVSI and VCR.

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a B2 rating to Las Vegas Sands
Corp.'s proposed $250 million senior unsecured notes due 2015.
Moody's also assigned a B1 senior implied rating, B3 long-term
issuer rating, positive ratings outlook, and SGL-3 speculative
grade liquidity rating.


LEXTRON CORP: Taps Watkins Ludlam as Special Counsel
----------------------------------------------------
Lextron Corporation asks the U.S. Bankruptcy Court for the
Southern District of Mississippi for permission to retain Watkins,
Ludlam, Winter & Stennis, PA, as its special counsel.

Wendy Moore Shelton, Esq., and Peyton S. Irby, Jr., at Watkins
Ludlam, will represent the Debtor in two separate prepetition and
postpetition lawsuits alleging age and employment discrimination.  
These lawsuits are:

     a) Olu Femidaramola v. Lextron Corporation (Civil. Action No.
        3:05cv643) filed in the U.S. District Court for the
        Southern District of Mississippi in Jackson; and

     b) George O. Lambus v. Lextron Corporation (Civil Action No.
        3:02cv1818) also filed in the U.S. District Court for
        the Southern District of Mississippi in Jackson.

The hourly rates for Watkins Ludlam's attorneys range from $150 to
$250 per hour.  The firm's legal assistants currently charge $110
per hour.

Ms. Shelton assures the Bankruptcy Court that her firm holds no
interest adverse to the Debtor's estate and is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Jackson, Mississippi, Lextron Corporation --
http://www.lextroncorporation.com/-- manufactures electrical  
and electronic assemblies for the telecommunications and
automotive industries.  The Debtor filed for chapter 11 protection
on Feb. 12, 2004 (Bankr. S.D. Miss. Case No. 04-00826).  Craig M.
Geno, Esq., at Harris & Geno, PLLC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it didn't state its assets but estimated debts to
more than $10 million.


LIBERTY GLOBAL: S&P Assigns B Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to U.S.-listed, international cable
operator Liberty Global Inc. (LGI).  The outlook is stable.
     
"The ratings reflect LGI's significant sustained leverage and weak
cash flows; its propensity for acquisitions, as evidenced by the
recent debt-funded purchase of Cablecom Holdings; and operational
challenges," said Standard & Poor's credit analyst Simon Redmond.
"The ratings are supported by the group's diverse portfolio of
cable operations; its reported subscriber, revenue, and EBITDA
growth; and its triple-play strategy."
     
At Sept. 30, 2005, LGI had total debt and capital leases of $5.8
billion (excluding Japan), increasing to about $8.3 billion pro
forma for the Cablecom acquisition and other transactions.
     
The probability of an upgrade in the near term is low, primarily
due to the risk of corporate activity and expectations of weak
cash flows.  Standard & Poor's sees a clear risk that success in
growing operational cash flows could result in further debt
raising to fund acquisitions of cable or content assets.
     
"Over time, growth in the core businesses with improving dual- and
triple-play penetration and stronger sustained operating and free
cash generation could result in the outlook being revised to
positive or to the ratings being raised," Mr. Redmond added.
     
Downside risk would most likely arise from a potentially impaired
liquidity position or grossly excessive leverage, although this
would not be consistent with management's indications and
strategy.


LIONBRIDGE TECH: Incurs $2.6 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Lionbridge Technologies, Inc. (Nasdaq: LIOX), disclosed its
financial results for the fourth quarter and year ended December
31, 2005.

Financial and business highlights for the fourth quarter include:

   -- revenue for the quarter of $97.7 million, an increase of
      $62.0 million from revenue of $35.6 million for the quarter
      ended December 31, 2004.  Revenue in the standalone
      Lionbridge operations was $39.3 million, a 10% increase from
      the fourth quarter of 2004;

   -- gross margin for the quarter of 35.3%, an increase of 70
      basis points compared to the prior quarter.  This increase
      was a result of the Company's deployment of new language
      management technology, improvements in the Company's testing
      business margins and improved margins resulting from the
      increased scale of the combined Company;

   -- GAAP net loss for the quarter of ($2.6) million.  This
      includes $3.1 million of restructuring and integration costs
      related to the Company's acquisition of BGS.  Excluding
      these restructuring and integration expenses, the Company's
      adjusted net income was $466,000;

   -- record non-GAAP adjusted earnings before interest, taxes,
      depreciation and amortization (EBITDA) for the quarter of
      $7.0 million.  Adjusted EBITDA excludes restructuring and
      integration expenses of $3.1 million;

   -- the Company reported a preliminary cash flow from operations
      of $5.6 million during the quarter, a record for the
      Company.  This resulted in an ending cash balance of
      $25.1 million;

   -- the Company surpassed its initial cost synergy goals for the
      integration of its acquisition of BGS.  The Company took
      action on more than $17.0 million of cost reduction
      initiatives, including a reduction of more than 300
      duplicative full-time positions;

   -- Lionbridge completed a public offering of 10.8 million
      shares of Lionbridge common stock.  9.4 million of the
      shares were sold by Bowne & Co., Inc. (NYSE: BNE),
      which sold its globalization division to Lionbridge on
      Sept. 1, 2005, and 1.4 million shares were sold by the
      Company when the underwriters exercised their over-allotment
      option.  The Company used the proceeds from the sale of its
      shares to pay down $7.5 million of its outstanding debt.

"We continue to execute on all areas of the business.  Clients are
responding well, we are reducing duplicative infrastructure and
personnel costs, and our technology integration is progressing
ahead of plan," said Rory Cowan, CEO, Lionbridge.  "In addition to
the operational benefits of bringing BGS and Lionbridge together,
we are also starting to see early signs of the expected financial
power of our combined operations, as evidenced by our ability to
triple our adjusted EBITDA from last year's Q4.  With this
positive momentum, and our robust technology-based, cost efficient
execution model, we are well positioned to drive solid revenue
growth and accelerated earnings expansion in 2006 and beyond."

For the year ended December 31, 2005, the Company reported revenue
of $236.3 million, an increase of $82.2 million from revenue of
$154.1 million for the year ended December 31, 2004.

On a GAAP basis, the Company reported a net loss of $3.9 million
for FY 2005.  This includes restructuring and integration expenses
of $5.4 million.  Excluding these restructuring and integration
costs, adjusted net income for FY 2005 was $1.5 million.

Non-GAAP, adjusted EBITDA for the year was $12.5 million.  
Adjusted EBITDA excludes restructuring and integration expenses of
approximately $5.5 million during the year.

Lionbridge Technologies, Inc. (Nasdaq: LIOX) --
http://www.lionbridge.com/-- provides "globalization and  
offshoring" services.  Lionbridge combines global resources with
program management methodologies to serve as an outsource partner
throughout a client's product and content lifecycle -- from
development to globalization, testing and maintenance.   Based in
Waltham, Mass., Lionbridge maintains more than 50 solution centers
in 25 countries and provides services under the Lionbridge and
VeriTest brands.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Lionbridge Technologies Inc.  At the same time,
Standard & Poor's assigned its 'B' bank loan rating and a recovery
rating of '4' to Lionbridge's $125 million credit facilities.  The
recovery rating of '4' indicates an expectation of marginal (25%-
50%) recovery of principal in the event of a payment default.

The credit facilities consist of a $25 million revolving credit
facility due 2010 and a $100 million term loan B due 2011.  S*P
said the outlook is stable.


LORBER INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lorber Industries of California
        17908 South Figueroa Street
        Gardena, California 90248
        Tel: (323) 321-8450
        Fax: (310) 538-1286

Bankruptcy Case No.: 06-10399

Debtor affiliates filing separate Chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lorber Industries of Texas, Inc.           02-50563

Type of Business: The Debtors manufacture texturized and knitted
                  fabrics.  See http://www.lorberind.com

Chapter 11 Petition Date: February 10, 2006

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtors' Counsel: Joseph P. Eisenberg, Esq.
                  Jeffer Mangels Butler & Marmaro LLP
                  1900 Avenue of the Stars 7th Floor
                  Los Angeles, California 90067
                  Tel: (310) 785-5375

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CHT Beitlich Corporation         Trade Debt            $265,787
P.O. Box 60768
Charlotte, NC 28260

Univar USA, Inc.                 Trade Debt            $249,703
File 56019
2600 South Garfield Avenue
City of Commerce, CA 90040

Premium Assignment Corporation   Trade Debt            $231,303
P.O. Box 3066
Tallahassee, FL 32315-30066

Ciba Specialty Chemicals         Trade Debt            $222,097
4050 Premier Drive
High Point, NC 27265

Grupo Roma Mills                 Trade Debt            $216,822
Alijadores 6 3 82B
San Sebastian XHALA
Cuautitlan Izcalli, MX 54714

Clariant Corporation             Trade Debt            $196,052

Southern Industries              Trade Debt            $174,597

Dystar L.P.                      Trade Debt            $143,529

Coppersmith Inc.                 Trade Debt            $142,808

Southern California Water        Trade Debt            $124,176

Commerce Energy Inc.             Trade Debt            $105,733

The Button/Accessory Connection  Trade Debt            $102,758

Boehme Filatex, Inc.             Trade Debt             $77,484

JNS International, Inc.          Trade Debt             $74,022

Roselon Industries               Trade Debt             $70,211

Wellstone                        Trade Debt             $62,353

Anchor USA                       Trade Debt             $55,380

Unisun Multinational, Inc.       Trade Debt             $55,195

Southern California Edison       Trade Debt             $55,099

Marionette Company               Trade Debt             $51,448


LOVESAC CORP: Court Okays Kurtzman Carson as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
The LoveSac Corporation and its debtor-affiliates' request to
retain Kurtzman Carson Consultants LLC as their claims, noticing
and solicitation agent.

The Debtors told the Court that the most effective and efficient
way by which to accomplish the process of receiving, docketing,
maintaining, photocopying and transmitting proofs of claim in
their chapter 11 cases is for them to engage an independent third
party to act as an agent of the Court.

Kurtzman Carson will:

   a) serve as the Court's noticing agent to mail notices to
      certain of the estates' creditors and other parties-in-
      interest;

   b) provide computerized claims, objection and balloting
      database services;

   c) provide expertise, consultation and assistance in claim and
      ballot processing and with the dissemination of other
      administrative information related to the Debtors' chapter
      11 cases; and

   d) provide plan voting and balloting services, and review and
      tabulate the cast of ballots to a plan.

Doyle Judd, a Kurtzman Carson member, disclosed that the Firm will
receive a $10,000 retainer.  The Firm's professionals bill:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Bankruptcy Consultant          $225 - $250
      Bankruptcy Consultant                 $125 - $210
      Technology/Programming Consultant     $115 - $195
      Case Manager                           $75 - $115
      Clerical                               $40 - $65

To the best of the Debtors' knowledge, Kurtzman Carson does not
hold or represent any interest adverse to the Debtors' estates and
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores  
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


MACDERMID INC: Earns $10.4 Million in Fourth Quarter
----------------------------------------------------
MacDermid, Incorporated (NYSE: MRD) disclosed financial results
for the fourth quarter and fiscal year ended December 31, 2005, to
the Securities and Exchange Commission on Feb. 14, 2006.

                 Fourth-Quarter Operating Results

The Company recorded fourth quarter sales of $196.3 million, a
14.0% increase over the same period in 2004.  The company's
acquisition of Autotype in June 2005 contributed $22.3 million to
sales in the fourth quarter.  Net sales were negatively impacted
by $5.8 million due to the strengthening of the US dollar against
foreign currencies in the quarter.  Excluding the effects of
currency and the Autotype acquisition, sales increased by 4.6%
over 2004.

Fourth quarter net earnings were $10.4 million, compared to $14.9
million in the prior period.  Included in earnings were unusual
costs of $2.1 million for restructuring in Europe and the
provision for loss on the sale of a small equipment business in
the US.

The Gross Profit % was negatively affected, as anticipated, by the
lower inherent gross margins of Autotype, and higher raw material
prices, and by unfavorable overhead variances primarily in the USA
due to factory upgrades resulting in temporarily higher unit
production costs as new plant capacity was ramped up to normal
production levels. Raw material costs increased $2.2 million in
the quarter, as price increases lagged higher costs.  It is
expected these higher costs will be fully recovered in the first
half of 2006.

Operating expenses were $0.6 million lower this quarter excluding
the effect of the Autotype acquisition.  Currency affected
expenses favorably by $ 1.9 million and in constant $ expenses
would have increased $1.3 million over the prior quarter.

Earnings were positively impacted in the fourth quarter by higher
earnings in the Advanced Surface Finishing business in Asia, and
ColorSpan which is in the MacDermid Printing Solutions segment.

Owner Earnings, a measure of free cash flow were $24.9 million for
the quarter ended December 31, 2005, compared with $22.8 million
for the same quarter in the prior year. Cash balance as of year-
end was $81 million.

                    Full-Year Operating Results

Sales for the twelve months ended December 31, 2005 were $738.0
million increase compared to the same period in the prior year.  
The company's acquisition of Autotype in June 2005 contributed
$49.7 million to sales for the six and a half months ended
December 31, 2005.  On a year to date basis, sales benefited by
$1.7 million as the dollar remains weaker than the Euro and
British Pound Sterling on a year to date average basis.  On a
constant dollar basis and excluding the Autotype acquisition our
sales increased by 3.9%.


Diluted earnings per share for the twelve months ended Dec. 31,
2005 were $1.52, from the prior year.  In addition, the legal
settlement of $2.5 million in the second quarter and increased raw
material costs throughout the year contributed to lower earnings
this year compared to last year.

Currency fluctuations positively impacted diluted earnings on a
year to date basis by $0.01 per share compared to prior year.

The tax rate remained at much the same level it has been
throughout 2005 at 28.3% decreased 3.2% from the prior year rate
of 31.5%, due predominantly to less repatriation of overseas
dividends in 2005, which primarily resulted from the allocation of
cash for the June 2005 Autotype acquisition and from the favorable
settlement of prior years' tax returns with the IRS.  Cash
repatriation strategy significantly impacts the effective tax rate
and can cause the rate to fluctuate as financing strategies
change.

Owner earnings for fiscal 2005 and 2004 were $46.8 million and
$76.7 million, respectively.  The decrease in owner earnings is
primarily attributable to the lower net earnings and the
investment in working capital arising from the increased sales in
the year.  Capital expenditure was $14 million compared to $12.2
million in the prior year reflecting increased capacity and
infrastructure build in China.  Working capital metrics were
improved from the prior year to record levels.

Headquartered in Denver, Colorado, MacDermid, Incorporated --
http://www.macdermid.com/-- a worldwide manufacturer of  
proprietary specialty chemical products and materials for the
electronics, metal finishing and printing industries.

MacDermid Inc.'s 9-1/8% Senior Subordinated Notes due 2011 carry
Moody's Investor Service's Ba3 rating and Standard & Poor's Rating
Services' BB- rating.


MAGRUDER COLOR: Can Walk Away from Certain Contracts and Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Company and its debtor-affiliates authority to
reject executory contracts and unexpired non-residential real
property leases effective as of Dec. 29, 2005.

As reported in the Troubled Company Reporter on Jan. 23, 2006, the
Debtors informed the Bankruptcy Court that they no longer needed
the services or equipment provided under the executory contracts
in light of the sale of their assets to Pochteca.

In addition, the Debtors believed that the executory contracts
will no longer provide any value to the Debtors' estates.

A two-page list of the dozens of contracts and leases the Debtors
intend to reject is available for free at:

      http://ResearchArchives.com/t/s?475

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic     
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MED GEN: Amends Second Fiscal Quarter Financial Reports
-------------------------------------------------------
Med Gen, Inc., filed amended financial reports for the second
fiscal quarter ended Mar. 31, 2005, with the Securities and
Exchange Commission.

Med Gen's amended reports show a $9,878,014 net loss on $201,471
of net sales for the three months ended Mar. 31, 2005.  At
Mar. 31, 2005, Med Gen's amended balance sheet shows $1,161,964 in
total assets and $10,524,955 in total liabilities, resulting in a
$9,362,991 stockholders' equity deficit.

A full-text copy of Med Gen's restated financial reports for the
second quarter ended March 31, 2005, is available at no charge at
http://ResearchArchives.com/t/s?5ac

Med Gen Inc. -- http://www.medgen.com/-- manufactures and markets   
the world's first liquid spray snoring relief formula, Snorenz(R).
Since its existence, Med Gen has continued to develop its "sprays
the way" technology, and in 2003 introduced Good Night's Sleep(R)
to the sleep-aid market.  Both Snorenz(R) and Good Night's
Sleep(R) are nationally advertised and marketed to major chain and
drug stores as well as direct sales via the company web site.

                            *   *   *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Stark Winter Schenkein & Co., LLP, expressed substantial doubt
about Med Gen, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal years
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's significant losses from operations as well as working
capital and stockholder deficiencies.


MEDIAVEST INC: Posts $47,831 Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Mediavest, Inc., fka eB2B Commerce, Inc., filed its financial
reports for the three months ended Sept. 30, 2005, with the
Securities and Exchange Commission on Feb. 17, 2006.

Mediavest incurred a $47,831 net loss on $0 revenues for the three
months ended Sept. 30, 2005.  At Sept. 30, 2005, Mediavest's
balance sheet showed $22,595 in total assets, $6,869 in total
liabilities, and $15,726 in positive stockholders' equity.

A full-text copy of Mediavest, Inc.'s financial reports for three
months ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?5b0

Mediavest is currently a "shell" company with no operations and is
controlled by Trinad Capital, LP, its majority shareholder.

Headquartered in New York, New York, eB2B Commerce, Inc., nka as
Mediavest, Inc., provides business-to-business transaction
management services that simplify trading partner integration,
automation, and data exchange across the order management life
cycle.  The Company filed for chapter 11 protection on Oct. 27,
2004 (Bankr. S.D.N.Y. Case No. 04-16926).  Alan D. Halperin, Esq.,
at Halperin Battaglia Raicht LLP represented the Debtor.  The
Bankruptcy Court confirmed the Debtor's chapter 11 plan on
Jan. 28, 2005, and the Court officially terminated the bankruptcy
case on June 30, 2005.  When the Debtor filed for chapter 11
protection, it listed $1,232,200 in total assets and $5,546,900 in
total debts.


MERRILL LYNCH: Moody's Rates Class B-5 Asset-Backed Certs. at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Merrill Lynch Mortgage Investors Trust
Mortgage Loan Asset-Backed Certificates, Series 2006-SL1, and
ratings ranging from Aa2 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Option One Mortgage Corporation
(52%), Accredited Home Lenders, Inc. (11%), and various others
(37%) fixed-rate subprime mortgage loans acquired by Merrill Lynch
Mortgage Lending, Inc.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, excess spread, and overcollateralization.  Moody's
expects collateral losses to range from 8.95% to 9.45%.

Wilshire Credit Corporation will service the loans.  Moody's has
assigned Wilshire its servicer quality rating SQ2+ as a primary
servicer of subprime loans.

The complete rating actions are:

      Merrill Lynch Mortgage Investors Trust Mortgage Loan
          Asset-Backed Certificates, Series 2006-SL1

   * Class A, Assigned Aaa
   * Class M-1, Assigned Aa2
   * Class M-2, Assigned A2
   * Class B-1, Assigned Baa1
   * Class B-2, Assigned Baa2
   * Class B-3, Assigned Baa3
   * Class B-4, Assigned Ba1
   * Class B-5, Assigned Ba2


MESABA AVIATION: Final Hearing on Exclusive Period Set for Feb. 28
------------------------------------------------------------------
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota further extended, until Mar. 10, 2006,
the period within which Mesaba Aviation, Inc., doing business as
Mesaba Airlines, has the exclusive right to file a chapter 11
plan.  Judge Kishel also extended the Debtor's period to solicit
acceptances of that plan to May 10, 2006.

The Debtor tells the Court that it is continuing its negotiations
with the Official Committee of Unsecured Creditors regarding the
issues missed in the Debtor's request to extend exclusive periods.

At the parties' agreement, the Court continues the final hearing
on the Debtor's Extension Motion to February 28, 2006, at 1:30
p.m.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink      
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MUSICLAND HOLDING: Inks Agreement to Sell Assets to Trans World
---------------------------------------------------------------
Trans World Entertainment Corporation (Nasdaq: TWMC) entered into
a purchase and sale agreement with Musicland Holding Corp., an
entertainment specialty retailer, which operates retail stores and
online under the names Sam Goody (SamGoody.com), Suncoast Motion
Picture Company (Suncoast.com) and MediaPlay.com.  The agreement
with Musicland is subject to a competitive bidding process and
approval by the U.S. Bankruptcy Court for the Southern District of
New York.

"We believe that the acquisition of Musicland's assets will allow
us to leverage their store locations, strategically increase Trans
World's national footprint, and will provide further growth
opportunities," said Robert J. Higgins, Chairman and Chief
Executive Officer of Trans World Entertainment.

"We are committed to maximizing the value of our assets and
believe that a sale to Trans World is in the best interests of our
associates, creditors, suppliers and customers," said Michael J.
Madden, President and Chief Executive Officer of Musicland Holding
Corporation.

             About Trans World Entertainment Corp.

Trans World Entertainment is a leading specialty retailer of
music, video and video game products. The Company operates nearly
800 retail stores in 46 states, the District of Columbia, the U.S.
Virgin Islands, Puerto Rico and e- commerce sites,
http://www.fye.com,http://www.coconuts.com,
http://www.wherehouse.comand http://www.secondspin.com. In  
addition to its mall locations, operated primarily under the FYE
brand, the Company also operates freestanding locations under the
names Coconuts Music and Movies, Strawberries Music, Wherehouse,
CD World, Spec's, Second Spin and Planet Music.

                 About Musicland Holding Corp.

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 HOLDING: Gets Okay to Pay Warehousing & Shipping Claims
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 3, 2006,
Musicland Holding Corp. and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's
permission to make non-disputed prepetition payments to the
Shippers and Warehousemen relating to the $10 million Shipping
Charges to:

   (a) obtain release of critical or valuable goods or equipment
       that may be subject to liens;

   (b) maintain a reliable, efficient and smooth distribution
       system; and

   (c) induce critical shippers, warehousemen and other creditors
       with potential liens to continue to carry goods and
       equipment and make timely delivery.

                   Shippers and Warehousemen

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, the Debtors hire shippers and warehousemen to assure the
timely shipping and delivery of goods sold in the ordinary course
of the Debtors' businesses.  The Debtors believe that, unless
paid, Shippers and Warehousemen may withhold delivery of, or
access to, the goods in their possession, which have a value well
in excess of the amount of Warehousing Claims. Moreover, under the
laws of many states, Shippers and Warehousemen may have a
possessory lien on goods in their possession.

Mr. Sprayregen says that in connection with the normal operation
of their businesses, the Debtors purchase music, movies and
entertainment-related products from numerous vendors and
suppliers.  The Debtors' ability to timely receive, distribute and
return those Retail Goods depends on the maintenance of a
successful and efficient supply and delivery network.

Thus, Mr. Sprayregen notes that the Debtors' business operations
and their reorganization's success depends on the maintenance of
reliable and efficient transportation and sale processing systems
for Retail Goods.  Those systems involve the use of the Shippers
and Warehousemen.

                        Lien Claimants

In addition, the Debtors routinely transact business with a number
of other third parties who have the potential to assert mechanics'
or artisans' liens against the Debtors and their property if the
Debtors fail to pay for the goods or services rendered.  Those
Lien Claimants perform various services for the Debtors, including
new store build-outs, store remodeling and repairs.

Mr. Sprayregen explains that although the Debtors have generally
made timely payments to the Lien Claimants as of the Petition
Date, a substantial number of the Lien Claimants may have been
unpaid for certain prepetition goods and services.

Mr. Sprayregen argues that the existence and perfection of the
Mechanics' Liens could possibly place the Debtors out of
compliance under their various leases.  Moreover, certain Lien
Claimants may refuse to perform their ongoing obligations under
those agreements with the Debtors, including installation,
servicing and warranty obligations.

To avoid undue delay and to facilitate the continued operation of
the Debtors' businesses, the Debtors seek the Court's immediate
authority to pay the claims of Lien Claimants that have given or
could give rise to a lien against the Debtors' assets, provided
that the Debtors will not be authorized to pay a Lien Claimant
unless the Lien Claimant has perfected or is capable of perfecting
one or more liens in respect of that claim.

                            Objections

(1) Creditors Committee

The Official Committee of Unsecured Creditors contends it is
necessary to review:

    * the Debtors' underlying agreements with the Shippers and
      Lien Claimants;

    * the salient documents delineating the potential liens; and

    * the list of the specific goods held by the Shippers and Lien
      Claimants.

The Committee has asked the Debtors to provide the necessary
information.  However, as of January 25, 2006, the Committee has
not received sufficient information to enable them to fully
evaluate the merits of the Debtors' request.

Thus, the Committee asks the Court to adjourn the hearing until
they receive and get to review the necessary documents.

(2) Deluxe Media

As of the Petition Date, Deluxe Media Services, Inc., had
$70,000,000 of the Debtors' inventory stored at a warehouse in
11500 80th Avenue, Pleasant Prairie, Wisconsin.

Deluxe Media Services has a lien on the charges and expenses
related to the warehousing.

Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in New York City, tells the Court that the Debtors owe Deluxe
$27,000,000, a portion of which is secured by Deluxe's statutory
lien.  However, the Debtors have failed make any provision for
Deluxe's lien.

(3) LVI

Licensing Ventures, Inc., estimates that the Debtors owe it
$210,000 for prepetition services.  In addition, postpetition
obligations presently total $135,000.

Mark Frankel, Esq., at Backenroth Frankel & Krinsky LLP, in New
York City, argues that the Debtors' request should not be granted
unless and until the Debtors identify the vendors that they deem
critical and establish that they have exercised sound discretion
in deciding who is entitled to critical vendor status.

                           *     *     *

Judge Stuart M. Bernstein authorizes the Debtors to pay
prepetition Shipping Charges totaling $10,000,000, subject to
having the ability to do so under the proposed debtor-in-
possession financing.

Judge Bernstein also permits the Debtors to pay prepetition Lien
Claimant Claims totaling $2,000,000.

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


MUSICLAND HOLDING: Panel Balks at Debtors' Request to Return Goods
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 3, 2006,
Musicland Holding Corp. and its debtor-affiliates strive to ensure
that their stores are well-stocked with the most popular and
recently released movies, music and other entertainment products.  
However, the demand for a particular movie or album is difficult
to predict.

Return rights permit a retailer to return inventory at any time to
its vendors for credit against the amounts owed for past purchases
or for credit against future purchases.  Those return rights
enable a retailer to ensure a sufficient supply of new products as
they are released and before the demand can be fully ascertained,
shift the risk of obsolete and undesired product from the retailer
to the vendor, and enable the Debtors to maintain a broader
selection of inventory without significant risk of loss if the
products cannot be sold.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, the Debtors customarily purchase movies, music and
entertainment products from vendors with return rights.  The
Debtors rely on return rights in purchasing Inventory and
establishing Inventory levels.  On a monthly basis, the Debtors
designate some of their unsalable or slow-moving Inventory for
return to vendors.

Mr. Sprayregen disclosed that the Debtors, excluding MediaPlay
stores, had $297 million of Inventory held for sale as of
January 4, 2006.

Mr. Sprayregen noted that to manage the Debtors' inventory
effectively and efficiently, the Debtors must have the ability

   (i) to return Inventory existing on the Petition Date; and

  (ii) to order entertainment products postpetition on credit
       with the ability to return unsold Inventory.

The Debtors entered into security agreements with a number of the
Debtors' major music and video suppliers in November 2003.  In
those Trade Lien Agreements, the Debtors granted those vendors
second liens on all the Debtors' inventory held for sale, junior
in priority to the liens securing the Debtors' obligations to
Wachovia Bank, National Association, the Debtors' prepetition
lender.  Mr. Sprayregen relates that the Debtors' books showed
that the Trade Lien Creditors were owed more than $180 million as
of the Petition Date.

Mr. Sprayregen told the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors have worked closely with an
Informal Committee of Trade Lien Vendors to develop an acceptable
returns program for the Trade Lien Creditors during the Chapter 11
Cases.  Subsequently, the parties agreed to two standard forms of
agreements that will serve as basis for the Debtors' negotiations
with the Trade Lien Creditors and with the unsecured vendors.

Pursuant to Sections 364 and 546(h), the Debtors sought the
Court's authority to return prepetition inventory of prepackaged
media including CDs, DVDs and games to the Debtors' vendors, and
to incur and obtain from those vendors an open Postpetition line
of credit equal to one dollar for every dollar of prepetition
Inventory returned.

                   Creditor Committee Responds

Mark T. Power, Esq., at Hahn & Hessen LLP, in New York City,
states that initially the Debtors' counsel and financial advisors
failed to provide the Official Committee of Unsecured Creditors
with copies of vendors' return policies, an explanation of how
they intend to implement the Return Program or a list of the
planned beneficiaries of the Return Program.  "Under the
circumstances, it is difficult for the Committee to evaluate
whether the Return Program is in the best interest of the
Debtors' estates."

According to Mr. Power, the Committee has also been informed that:

    -- a significant amount of the Inventory is outdated and
       therefore, has little, if any, resale value; and

    -- the vast majority of the Inventory is to be returned to the
       alleged Trade Lien Creditors, not the Unsecured Trade
       Creditors.

"While the Debtors' request purports to involve all prepetition
creditors, it fails to note that it is primarily just the Trade
Lien Creditors that will receive the bulk of the returned
Inventory," Mr. Power points out.

The Committee is also concerned that:

    a. The potential size of the Return Program, $40,000,000 in
       Inventory, appears excessive and could quickly result in
       the Debtors' estates being burdened with significant unpaid
       superpriority administrative claims;

    b. The Return Program appears to unreasonably and
       inappropriately favor the Trade Lien Creditors to the
       detriment of the Unsecured Creditors;

    c. The Return Program fails to address and may seriously
       impair the Committee's ability to bring potential Chapter 5
       claims against the Trade Lien Creditors; and

    d. The Return Program improperly permits certain participating
       vendors to receive a larger recovery than they would
       otherwise be entitled to under a plan of reorganization or
       liquidation to the detriment of other creditors' estates.

The Debtors' request treats similarly situated creditors
differently in contravention of the goal of equality treatment
under the Bankruptcy Code, Mr. Power contends.

Accordingly, the Committee asks the Court to deny the Debtors'
request.

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


NVF COMPANY: Wants Exclusive Period Stretched to April 16
---------------------------------------------------------
NVF Company and its debtor-affiliate ask the U.S. Bankruptcy
Court for the District of Delaware to further extend, until
Apr. 16, 2006, the period within which they alone can file a
chapter 11 plan of reorganization.  The Debtors also want to
extend, until June 15, 2006, the period within which they can
solicit acceptances of that plan.

The Debtors tell the Court that the extension will allow them to:

    (a) avoid premature formulation of chapter 11 plan of
        reorganization or liquidation and

    (b) ensure that the formulated plan takes into account the
        best interest of the Debtors, their creditors and estates.

The Debtors assure the Court that they are not seeking to pressure
their creditors but are instead pursuing an orderly administration
of their estates to preserve and maximize the value for their
creditors.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/  
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  
Michael B. Schaedle, Esq., Raymond M. Patella, Esq., and
Jason W. Staib, Esq., at Blank Rome LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $10 million to $50 million and estimated debts of more
than $100 million.


OCEANTRADE CORP: Creditors Must File Proofs of Claim by March 13
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York set March 13, 2006, as the deadline for all creditors
owed money by Oceantrade Corporation on account of claims arising
prior to Oct. 15, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
March 13 Claims Bar Date, and those forms must be sent:

         By mail to:

         The Clerk of the U.S. Bankruptcy Court
         Southern District of New York
         Bowling Green Station
         New York City, New York 10004

                 - or -

         By hand or overnight courier to:

         The Clerk of the U.S. Bankruptcy Court
         Southern District of New York
         One Bowling Green, Room 534
         New York City, New York 10004-1408
                 
Headquartered in Rowayton, Connecticut, Oceantrade Corporation
ships dry bulk commodities and raw materials for cargo interests
and industrial groups worldwide.  The Debtor filed for chapter 11
protection on Oct. 15, 2005 (Bankr. S.D.N.Y. Case No. 05-48253).
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $6,536,609 in assets
and $12,611,960 in debts.


OMI CORPORATION: Earns $112 Million in Fourth Quarter
-----------------------------------------------------
OMI Corporation (NYSE: OMM) reported Net Income of $112,641,000
for the quarter ended Dec. 31, 2005 compared to Net Income of
$108,510,000 the quarter ended Dec. 31, 2004.  For the year ended
Dec. 31, 2005, Net Income was $275,169,000 compared to Net Income
of $245,695,000 for the year ended Dec. 31, 2004.

Revenue of $189,247,000 for the fourth quarter ended Dec. 31, 2005
decreased $18,651,000 or 9% compared to revenue of $207,898,000
for the fourth quarter ended Dec. 31, 2004.  Revenue of
$652,367,000 for the year ended Dec. 31, 2005 increased
$87,693,000 or 16% compared to revenue of $564,674,000 for the
year ended Dec. 31, 2004.  Decreases in revenue for the fourth
quarter of 2005 compared to the fourth quarter of 2004 were
primary the result of higher rates for Suezmax vessels in the
fourth quarter of 2004, coupled with reduced revenue for the two
Suezmax vessels sold in the fourth quarter of 2005.  Revenue
increased during the year ended 2005 over the year ended 2004
primarily because of the increase in the number of vessels
operated in 2005, which increased the number of revenue days.

Craig H. Stevenson, Jr., Chairman and Chief Executive Officer
commented that "we are pleased to report our third consecutive
year of record earnings.  While tanker rates declined during 2005
from the exceptional levels of 2004, they remained very strong and
have continued that strength into 2006.  We have utilized the
strength of those markets to further secure profitability by time
chartering additional vessels for two and three year periods."

OMI Corporation is a seaborne transporter of crude oil and refined
petroleum products operating in the international shipping
markets.  

                        *     *     *

Standard & Poor's Rating Services assigned OMI Corporation a BB
credit rating on Nov. 13, 2003, and has twice affirmed that
rating, most recently on June 9, 2004.


OPTINREALBIG.COM: Court Stretches Plan-Filing Period to Dec. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado extended
the exclusive period in which OptinRealBig.com, LLC, can file a
Chapter 11 Reorganization Plan until Dec. 30, 2005.  The Court
also extended the Debtor's exclusive right to solicit plan
acceptances until Feb. 28, 2006.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
the Debtor needs more time to conclude proceedings with respect to
its request for the dismissal of its chapter 11 case.  

As reported in the Troubled Company Reporter on Aug. 18, 2005, the
Debtor and its owner, Scott Allen Richter, asked the U.S.
Bankruptcy Court for the District of Colorado to dismiss their
chapter 11 cases following its settlement with Microsoft
Corporation and American Family Mutual Insurance.

The Debtor sought protection under chapter 11 to stay 13 legal
actions filed against them, including the lawsuits filed by
Microsoft Corporation and American Family.

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


PLAYBOY ENTERPRISES: Posts $700,000 Net Loss in 2005
----------------------------------------------------
Playboy Enterprises Inc. (PEI) (NYSE: PLA, PLAA) reported results
for the 2005 full year and fourth quarter ended Dec. 31, 2005.

For full year 2005, PEI reported a net loss of $700,000, which
included a $19.3 million debt extinguishment charge.  Excluding
this charge, 2005 net income totaled $18.6 million in line with
the company's 2005 financial guidance.  This compares to 2004 net
income of $10 million.  The 2004 results included a $5.9 million
debt extinguishment charge, mostly offset by a $5.6 million or
insurance recovery.

The 2005 results benefited from substantially lower interest
expense and a significant growth in the Entertainment and
Licensing businesses, which offset a decline in Publishing Group
profits.  Year-over-year operating income was flat at $30.9
million while revenues increased 3% in 2005 to $338.2 million.

Net income for the fourth quarter ended Dec. 31, 2005 was $4.6
million.  This compares to 2004 fourth quarter net income of $14.5
million, which included the $5.6 million insurance recovery.

Christie Hefner, chairman and chief executive officer of PEI,
said: "We are pleased to have delivered on our financial guidance
in 2005, despite the significant industry-wide challenges that
faced the Publishing Group.  For the year, our growth businesses
of Entertainment and Licensing recorded segment income increases
of 24% and 54%, respectively.  In addition, we successfully
restructured the company's debt, streamlining our balance sheet
and reducing net interest expense by nearly 65%.

"We enter 2006 in a stronger competitive and financial position
than a year ago.  We expect that our Entertainment and Licensing
businesses will show another year of strong profit growth that
again will mitigate continued weakness in Publishing.  As
required, we will begin expensing stock options, a non-cash charge
that we expect will total approximately $0.10 per share this year.
Despite this additional charge, we are projecting that 2006
earnings per share will increase by 20 - 25% to $0.67 to $0.70 per
share," Hefner said.

                      Entertainment

Fourth quarter 2005 Entertainment Group segment income was $11.9
million, versus $14.7 million in the prior year quarter on a 6%
increase in revenues to $56.3 million.  Revenues from online
subscriptions and international television increased significantly
during the quarter.  Domestic television revenues declined, in
part reflecting the transition from pay-per- view to video-on-
demand technology, in which the company's product still is being
rolled out.

                        Publishing

The Publishing Group reported a fourth quarter 2005 segment loss
of $3.1 million, compared to segment income of $1 million in the
prior year quarter.  The decline reflected lower advertising and
newsstand revenues at Playboy magazine combined with higher paper
prices.  Fourth quarter revenues declined 15% to $26.7 million in
2005 from $31.5 million in 2004.

The company said that it expects first quarter 2006 advertising
revenues and pages to be down approximately 30% as compared to
last year's first quarter.

                        Licensing

Segment income for the Licensing Group rose 89% in the 2005 fourth
quarter to $5.5 million from $2.9 million on a 63% revenue
increase to $8 million.  The Group's strong results were due
primarily to increased royalties from product licensees in Western
Europe, Asia and the United States.

                          Other

Fourth quarter Corporate Administration and Promotion expense
increased from $4.3 million in 2004 to $6.9 million in 2005
primarily due to higher performance-based compensation and
marketing costs.

Fourth quarter 2005 interest expense declined by approximately 50%
to $1.5 million as a result of the debt restructuring that was
completed in the first quarter of the year.

                   About Playboy Enterprises

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that publishes editions of Playboy magazine
around the world; operates Playboy and Spice television networks
and distributes programming via home video and DVD globally;
licenses the Playboy and Spice trademarks internationally for a
range of consumer products and services; and operates a network of
Websites including Playboy.com, a leading men's lifestyle and
entertainment Web site.

                         *     *     *

As reported in the Troubled Company Reporter on June 10, 2004,
Standard & Poor's Ratings Services revised its outlook on adult
entertainment company Playboy Enterprises Inc. to positive from
stable.  The outlook revision reflects the company's plan to use
proceeds from its secondary share offering to reduce total debt
outstanding and the resulting improvement in financial
flexibility.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Chicago, Illinois-based Playboy.  Total debt
outstanding at March 31, 2004, was $150.5 million, including
$35.5 million in Califa Entertainment Group Inc. and Playboy TV
International LLC acquisition liabilities, but excludes
$16.7 million in Series A convertible preferred stock owned by
founder Hugh Hefner.


POINT TO POINT: Emerges from Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Point to Point Business Development, Inc., nka Point to Point,
Inc., disclosed that it has emerged from chapter 11 bankruptcy
protection.

The Company's reorganization plan includes a line of credit
arranged through AGS Capital LLC, a private equity firm located in
Indianapolis, IN.

Alan Symons, Chairman of the Board for AGS Capital said, "we are
very excited about Point to Point and its on line e-procurement
platform.  Based on our knowledge of the marketplace, Point to
Point is poised to become a major player in the B2B procurement
space."  Under the terms of its financing, Point to Point will
relocate its corporate headquarters to Indianapolis, allowing it
to take advantage of AGS Capital's management resources.

Point to Point reached an agreement with its creditors to share
future profits with its creditors for three years.

Scott J. Weaver, President, said, "I wish to thank the many
individuals, including our customers, suppliers and employees who
have worked so hard to reach this most important milestone.  Point
to Point can now move forward without the costs and burdens of
bankruptcy, well-positioned to take advantage of our procurement,
payment processing and 'push' technologies."

                      Overview of the Plan

As reported in the Troubled Company Reporter on Dec. 20, 2005, the
Plan provides for the recovery of the bankruptcy assets, and
the continuing operation of the Debtor to pay the amounts due
under it.  The Plan was drafted to allow for confirmation to
proceed before final implementation of the Debtor's turnaround
and before any value can be realized from the bankruptcy assets,
because it passes the value of those assets directly to creditors
on a pro rata basis.

                     Treatment of Claims

Administrative Claims and Priority Claims will be paid in full as
they appear in the schedules.

Secured creditors will receive a lump sum payment of $121,500 out
of funds held in escrow immediately upon entry of an order
approving the settlement between the Debtor and the secured
creditors, plus $218,500 from amounts recovered or released by the
estate's prosecution of the Declaratory Judgment Action.

General unsecured creditors will be paid:

   -- their pro rata share of 20% the amount of monthly net profit
      actually earned in accordance with Generally Accepted
      Accounting Principles, at the end of each calendar quarter
      following confirmation of the Plan; plus    

   -- 50% of net cash held at the end of the calendar year
      starting in 2006, payable in January the following year,
      from the operation of the Debtor's business for a period of
      not less than the length of time needed to pay to creditors
      the gross amount paid through the Plan on hard assets plus
      20% or 30 months.

In addition, as soon as practicable, unsecured creditors will get
a pro rata distribution from any net bankruptcy assets collected
or received by the estate.

Equity security holders will be retained in exchange for new value
contributions as follows:

   -- $250,000 to be contributed to operations as needed to
      capitalize operations and cover cash shortfalls; plus

   -- the guarantee of an additional $250,000 in loans to be made
      to the Debtor.

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

   http://www.researcharchives.com/bin/download?id=051018035536

Based in Liberty, Missouri, Point to Point Business Development,
Inc., nka Point to Point, Inc. -- http://www.P2PMRO.com/-- says  
it helps clients lower costs through its maintenance, repair and
operating (MRO) Web platform which enables manufacturers to
streamline the process of supply ordering, reduce excess in
inventory management, and more efficiently manage supply chains.  
Point to Point filed for chapter 11 protection on July 7, 2005
(Bankr. W.D. Mo. Case No. 05-44642).  The Debtor estimated at the
time of its chapter 11 filing that it had less than $50,000 in
assets and debts between $1 million and $10 million.


PRE-PAID LEGAL: Earns $11.4 Million in Fourth Quarter
-----------------------------------------------------
Pre-Paid Legal Services, Inc. (NYSE: PPD) reported results for the
fourth quarter and year ended Dec. 31, 2005.  Net income for the
fourth quarter of 2005 increased 8% to $11.4 million from $10.5
million for the prior year's fourth quarter.  Membership revenues
in the fourth quarter of 2005 increased 10% to $100.6 million from
$91.3 million for the same period last year.

Net income for the full year of 2005 decreased 12% to $35.8
million from $40.8 million for 2004.  Membership revenues for 2005
were up 10% to $389.3 million from $355.5 million for the prior
year marking the thirteenth consecutive year of increased
membership revenue.

During 2005 the company had meaningful increases in new membership
sales and "add-on" Identity Theft sales resulting in a 19%
increase in new membership premiums written.  Due to this growth,
the company paid $142 million of commissions to its sales
associates, a $23 million dollar increase (19%) over 2004.  The
company expense commission advances in the first month.  Increased
sales thus reduce current earnings but increase future earnings as
the revenues are earned and recorded without the corresponding
commissions.

Net cash provided from operating activities increased 6% to $50.1
million for 2005 from $47.3 million for 2004, although cash
provided from operating activities before changes in assets and
liabilities decreased 12% to $45.4 million for 2005 from $51.7
million for 2004.  During 2005 the company repurchased 336,100
shares of our stock for $11.7 million at an average share price of
$34.73.  From April 1999 to year-end 2005, the company invested
$222.5 million in the repurchase of 9.4 million shares at an
average price of $23.64 per share, reducing the number of shares
outstanding at year-end 2005 to 15.5 million.  At Dec. 31, 2005,
the company had $38.5 million of debt outstanding and $59.9
million in cash and cash equivalents and unpledged investments.

Fourth quarter 2005 membership fees and associate services
revenues increased 2% and 1%, respectively vs. the third quarter
of 2005.  Associate services and direct marketing expenses
decreased approximately 26%.  Membership benefits were 36% and
35%, respectively of membership fees in both periods.  

Commissions, as a percent of membership fees, were 34% in the 2005
fourth quarter vs. 38% in the third quarter due to a 14% decline
in new legal service membership sales and "add-on" Identity Theft
sales partially offset by a 10% increase in "stand-alone" Identity
Theft sales.  General and administrative expenses were 13% vs. 12%
of membership fees in the fourth and third quarters, respectively.

The company will resume its open market repurchase program within
the week as the company has remaining authorization from the Board
to purchase an additional 586,082 shares and $20 million
availability under existing bank covenant restrictions.

Headquartered in Ada, Oklahoma, Pre-Paid Legal Services, Inc., --
http://www.prepaidlegal.com/-- is a leading developer and  
marketer of legal service plans.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on legal service plan provider Pre-Paid
Legal Services Inc. to 'B+' from 'BB-'.

Standard & Poor's has affirmed its '5' recovery rating, indicating
that lenders can expect negligible recovery of principal in the
event of a payment default.  Proceeds from the new credit
facilities will be used to fund share repurchases, to repay about
$30 million in existing debt, and for general corporate purposes.
The outlook is stable.

Standard & Poor's estimates that the Ada, Oklahoma-based company
will have about $163 million of total debt outstanding upon the
closing of PPD's new bank facility.


RIM SEMICONDUCTOR: Amends Fiscal 2005 Third Quarter Reports
-----------------------------------------------------------
Rim Semiconductor Company fka New Visual Corporation filed an
amended third quarter report on Form 10-QSB for the period ended
July 31, 2005, with the Securities and Exchange Commission.

Rim Semiconductor's amended reports shows a $2,697,023 net loss on
$10,360 of revenues for the three months ended July 31, 2005.  At
July 31, 2005, Rim Semiconductor's balance sheet shows $7,667,447
in total assets, $6,449,812 in total liabilities, and $1,217,635
in positive stockholders' equity.

Rim Semiconductor's July 31 balance sheet also shows strained
liquidity with $1,088,126 in total current assets available to pay
$4,214,244 total current liabilities coming due within the next 12
months.

A full-text copy of Rim Semiconductor's amended third quarter
reports ended July 31, 2005, is available for free at
http://ResearchArchives.com/t/s?59e

Headquartered in Portland, Oregon, Rim Semiconductor Company fka
New Visual Corporation -- http://www.rimsemi.com/-- is an
emerging fabless communications semiconductor company.  It has
made available an advanced technology that allows data to be
transmitted at greater speed and across extended distances over
existing copper wire.

                            *   *   *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Rim
Semiconductor Company fka New Visual Corporation's ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended Oct. 31, 2005, and
2004.


RIVERSTONE NETWORKS: SEC Considering Revoking Stock Registration
----------------------------------------------------------------
The Securities and Exchange Commission is considering a proposed
settlement of its investigation and anticipated proceedings
against Riverstone Networks, Inc. (RSTN.PK.)

Based on discussions with the SEC staff, the Company offered to
settle the pending investigation by consenting to the entry of an
order by the SEC under Section 12(j) of the Securities Exchange
Act of 1934 that will revoke the registration of the Company's
stock under the Exchange Act.  Riverstone proposed this settlement
with the understanding that it would conclude all pending SEC
matters against the Company.  In addition, the Company took into
account that it was negotiating a sale of the Company's assets.

As reported in the Troubled Company Reporter on Feb. 8, 2006, the
Company signed a definitive asset purchase agreement with Lucent
Technologies (NYSE:LU) under which Lucent will acquire
substantially all of Riverstone's business operations, not
including its cash and convertible subordinated notes, for
$170 million in cash.

Upon entry of the proposed order by the SEC the Company's stock
will no longer be quoted on the "Pink Sheets."

Headquartered in Santa Clara, California, Riverstone Networks,
Inc. -- http://www.riverstonenet.com/-- provides carrier Ethernet   
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  As of
Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.


RDR RESOLUTION: Judge Carlson Confirms Plan of Reorganization
--------------------------------------------------------------
The Honorable Thomas E. Carlson of the U.S. Bankruptcy Court for
the Northern District of California confirmed the Plan of
Reorganization filed by RDR Resolution LLC.  Judge Carlson
determined that the Plan satisfies the 13 standards for
confirmation required under Section 1129(a) of the Bankruptcy
Code.

                       Plan Overview

Asset Sale

The Debtor owns 20 parcels of unimproved land located between
Santa Clarita and Palmdale, California.  Under the Plan, the
Debtor will sell 19 of the 20 parcels to its parent, SYCG for
$1,000,000 in cash and bonds.  The sale is subject to better and
higher offers.

Out of the sale proceeds, the Debtor will establish a $40,000
unsecured creditors' fund for the benefit of its unsecured
creditors and pay allowed administrative claims, priority tax
claims and priority claims.

The remaining parcel of land will be abandoned if the Debtor can't
sell it.

Plan Distributions

The Rio Dulce District, holding $10,442,918 and $2,911,197 bonds,
will receive its pro rata share of the proceeds from the sale of
the Debtor's property.  If the purchase price for the property
includes a tender of bonds, the Rio Dulce District will receive
all of the bonds tendered before receiving any cash payment.

The County of Los Angeles, asserting a $1,047,797 property tax
claim, will share pro rata in the proceeds from the sale of the
Debtor's property.

General unsecured creditors, owed $442,500, will be paid from:

   a) any proceeds from the sale of the property remaining after
      the payment of the Rio Dulce District's and the County of
      Los Angeles' claims; and

   b) the $40,000 unsecured creditors' fund.

Equity interest holders will retain their interests in the
Reorganized Debtor.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=051215032634

Headquartered in San Francisco, California, RDR Resolution, LLC,
filed for chapter 11 protection on August 4, 2005 (Bankr. N.D.
Calif. Case No. 05-32481).  Roberto J. Kampfner, Esq., at the Law
Offices of White and Case represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $1 million to $10 million in assets and
$10 million to $50 million in liabilities.


RURAL/METRO: Looks to Raise $120 Million from Securities Sale
-------------------------------------------------------------
Rural/Metro Corporation filed a Registration Statement with the
Securities and Exchange Commission in connection with its planned
sale of $120 million of debt securities, common stock, warrants
and units.

The net proceeds from the sale of securities may be used for the
redemption or repayment of debt, the acquisition of businesses,
capital expenditures, working capital needs and other general
corporate purposes.  In addition, a portion of the proceeds of any
offering of securities will be used to pay the expenses of the
offering.  Pending these uses, the Company anticipates that it
would invest the net proceeds in interest-bearing securities.

As reported in the Troubled Company Reporter on Jan. 3, 2006, the
Company's subsidiary, Rural/Metro Operating Company LLC, entered
into Amendment No. 2 to the March 4, 2005, Credit Agreement with:

   * Citibank, N.A.;
   * Citicorp North America, Inc.;
   * JPMorgan Chase Bank, N.A.;
   * Citigroup Global Markets Inc.; and
   * J.P. Morgan Securities Inc.

The Amendment provides additional flexibility to the Company under
the Credit Agreement's restrictive covenants by permitting the
Company to use the net proceeds of any equity issuance to
repurchase its 12-3/4% Senior Discount Notes due 2016 or the
9-7/8% Senior Subordinated Notes due 2015 issued by Rural/Metro
LLC and its subsidiary, Rural/Metro (Delaware) Inc.

Under the amended Credit Agreement, the Company may use up to
$10 million of cash on hand to purchase its discount notes if all
the outstanding discount notes are being repurchased.  Following
redemption of its discount notes, the Company's total leverage
ratio may not exceed 4.0 to 1.0.

The senior debt securities are to be issued in one or more series
under an indenture.  The subordinated debt securities are to be
issued in one or more series under an indenture.

The debt securities will be issuable in one or more series
pursuant to the applicable indenture and a supplemental indenture
relating to the series of debt.  Unless otherwise specified in a
prospectus supplement, each series of senior debt securities will
rank equally in right of payment with all of the Company's other
senior obligations.  Each series of subordinated debt securities
will be subordinated and junior in right of payment to the extent
and in the manner set forth in the subordinated indenture and any
supplemental indenture relating to that debt.  In addition, such
subordinated debt securities may rank equal or senior in right of
payment to other subordinated indebtedness, which may have been
issued or will be issued in the future.  

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "RURL".  

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?5af

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

As of December 31, 2005, the Company's equity deficit narrowed to
$91,250,000 from a $98,643,000 equity deficit at June 30, 2005.


RURAL/METRO: Balance Sheet Upside-Down by $91.25 Mil. at Dec. 31
----------------------------------------------------------------
Rural/Metro Corporation (NASDAQ Capital Market: RURL) disclosed
its financial results for its fiscal 2006 second quarter ended
December 31, 2005.

Jack Brucker, President and Chief Executive Officer, said, "Our
second-quarter results reflect continued strength in operating
performance and efficiencies, as we achieve consistent growth in
revenues, expansion of operating income and margins, and progress
toward our deleveraging goals."

The company reported second-quarter net revenue of $141.5 million,
an increase of 11.7 percent compared to net revenue of
$126.6 million for the prior year's second quarter.  For the six
months ended December 31, 2005, net revenue was $280.2 million, an
increase of 11.0 percent compared to net revenue of $252.5 million
for the first six months of the prior year.

Second-quarter medical transportation and related services
net revenue increased $12.9 million, or 11.5 percent, to
$124.3 million, compared to $111.4 million in the same period
for fiscal 2005. For the six-month period, medical transportation
and related services net revenue increased $24.9 million, or
11.2 percent, to $246.5 million, compared to net revenue of
$221.6 million for the first six months of the prior year.

Same-service-area medical transportation revenue growth for the
three and six months ended December 31, 2005 accounted for
$9.9 million and $19.2 million of the increases, respectively,
while the balances were from revenue generated under new contracts
in Salem, Oregon; Tacoma, Washington; Roswell, New Mexico; and
Orlando, Florida.  The company's recent 911 contract win in Salt
Lake City begins April 3, 2006, and is expected to begin
contributing to results during the fourth quarter ending
June 30, 2006.  Rate increases for the three- and six-month
periods contributed approximately 62 percent of the growth in
medical transportation revenue, and greater transport volume
contributed approximately 38 percent.

Second-quarter fire and other services net revenue grew by
$2.0 million, or 13.2 percent, to $17.2 million, compared to
$15.2 million in the same period of the prior fiscal year.  Of the
second-quarter increase, fire subscription revenue increased
$0.6 million as a result of rate increases and revenue associated
with new fire subscribers totaled $0.5 million.  Rate increases
related to master fire contracts totaled $0.4 million, and other
revenue increased $0.5 million due to revenue associated with
Hurricane Rita and Katrina relief efforts.

For the six-month period, fire and other services revenue
increased $2.8 million, or 9.1 percent, to $33.7 million, compared
to $30.9 million for the same period in the prior year.  Of the
year-to-date increase, fire subscription revenue increased
$2.0 million, and master fire fees increased $0.7 million.

Second-quarter fiscal 2006 operating income was up 44.1 percent
to $13.6 million, or 9.6 percent of net revenue, compared to
operating income of $9.4 million, or 7.5 percent of net revenue,
for the second quarter of fiscal 2005.  For the six-month period,
operating income grew 39.0 percent to $28.2 million, or
10.1 percent of net revenue, compared to $20.3 million, or
8.0 percent of net revenue, in the same period of the prior year.

In the second quarter of fiscal 2006, the company's provision for
income taxes increased $2.2 million over the prior year, from
$0.3 million in fiscal 2005 to $2.5 million in fiscal 2006.  For
the six months ended December 31, 2005, the company recorded a
$6.2 million income tax provision, compared to $0.3 million for
the same period in fiscal 2005.  The company's effective income
tax rate on a quarterly and year-to-date basis was 41.9 percent
and 46.4 percent.  Non-cash deferred income tax expense recognized
during the three and six months ended December 31, 2005, was
$2.1 million and $5.3 million, respectively.  Cash payments for
income taxes for the three and six months ended December 31, 2005,
were $40,000 and $0.4 million and consisted primarily of federal
alternative minimum taxes and state income taxes.

Net income for the second quarter was $2.8 million, which included
the $2.5 million income tax provision.  This compared to net
income of $3.1 million for the same period of the prior year,
which included a $0.3 million income tax provision.  For the six
months ended December 31, 2005, net income was $6.3 million, which
included an income tax provision of $6.2 million.  This compares
to fiscal 2005 year-to-date net income of $7.5 million, which
included a $0.3 million income tax provision.

At December 31, 2005, the company had 25.3 million average diluted
shares outstanding, compared to 24.0 million for the same period
of the prior year, with the increase in outstanding shares
applicable to the number of options exercised and an increase in
the average share price during the period.

"In the second quarter," Mr. Brucker said, "we achieved additional
improvements in payroll and employee benefits as a percentage
of net revenue, reporting a decrease to 48.8 percent from
52.6 percent in the same prior-year period, primarily due to a
total of $2.6 million in positive adjustments to our workers'
compensation claims.  We have devoted significant resources to
enhancing our risk management, claims management, and workplace
safety programs and believe we will continue to experience the
benefit of these efforts in the future.  These initiatives go
hand-in-hand with our continuing efforts to improve the
utilization of our work force."

The provision for doubtful accounts as a percentage of
consolidated net revenue for the three and six months ended
December 31, 2005, was 17.7 percent and 17.4 percent,
respectively, compared to 15.5 percent and 16.0 percent,
respectively, for the same period of the prior year.  The
provision for doubtful accounts as a percentage of net medical
transportation revenue for the three and six months ended
December 31, 2005 was 20.8 percent and 20.6 percent, respectively,
compared to 19.0 percent and 19.4 percent, respectively, for the
same prior-year periods.

The increase in the provision for doubtful accounts was due
primarily to a slight rise in the overall uncollectible percentage
driven by shifts in payer mix in certain markets where the company
made the strategic decision to expand its 911 operations.  "Our
approach to bad debt remains consistent as we continuously weigh
potential exposure to unpaid claims against opportunities to
expand and solidify market share, better leverage our base of
fixed costs, and ultimately produce better operating margins,"
Mr. Brucker said.

Other operating expenses for the three months ended December 31,
2005, decreased as a percent of consolidated net revenue to
21.8 percent, compared to 22.4 percent for the same prior-year
period. Second-quarter expenses included a $1.3 million increase
in professional fees related to Sarbanes-Oxley Section 404
compliance, a $0.6 million increase in fuel expenses caused by an
overall increase in the price of fuel and additional transports, a
$0.4 million increase in vehicle maintenance expenses due to an
increase in the number of vehicles, and a $0.4 million increase in
contractual service and franchise fees due to the increased number
of transports.  These expenses were partially offset by a decrease
of $1.2 million in general liability insurance costs.

Other operating expenses for the six months ended December 31,
2005 increased slightly as a percent of consolidated net revenue
to 21.9 percent, from 21.5 percent.  This increase was primarily
due to a $3.2 million increase in professional fees related to
Sarbanes-Oxley Section 404 compliance, a $1.5 million increase in
fuel expenses, and a $1.4 million increase in contractual service
and franchise fees.  These increases were partly offset by a
$2.4 million decrease in general liability insurance costs.

Fiscal 2006 second-quarter EBITDA was $15.4 million, representing
an increase of 13.0 percent over EBITDA of $13.6 million for the
same period in fiscal 2005. For the six months ended December 31,
2005, EBITDA was $32.9 million, representing an increase of
15.1 percent over EBITDA of $28.6 million for the same prior-year
period. EBITDA margins (defined as EBITDA to net revenue) for the
three and six months were 10.9 percent and 11.7 percent,
respectively.

Mr. Brucker continued, "We are pleased by the level of continued
growth we have achieved in both of our business lines, as well as
our ability to efficiently manage expenses, achieve margin
expansion, and maintain solid cash-flow performance.  Second-
quarter net/net average patient charge, which is our best
approximation of cash collected per transport, reached an all-time
high of $343.  We believe this trend confirms the effectiveness of
our ongoing efforts to improve revenue quality through targeted
market growth and to enhance documentation quality, among other
strategies."

On December 27, 2005, the company successfully amended its Term
Loan B credit agreement to provide, among other features,
additional flexibility to apply the net proceeds of any equity
issuance to repurchase its 12.75% Senior Discount Notes due 2016
or its 9.875% Senior Subordinated Notes due 2015 provided that
following any redemption, the company's total leverage ratio does
not exceed 4.0 to 1.0.

On February 7, 2006, the company made an unscheduled principal
payment of $9.0 million on its Term Loan B.

Michael Zarriello, Senior Vice President and Chief Financial
Officer, said, "In the past nine months, we have reduced the
principal balance of our senior Term Loan B to $112.0 million
through a total of $23 million in voluntary principal payments,
representing annual interest savings of $1.6 million, based on
current rates.  We are pleased to have improved our total leverage
to 5.0x from 5.7x and our operating company leverage to 4.0x from
4.8x since the refinancing was completed in March 2005 and remain
committed to our deleveraging goals."

A full-text copy of the Quarterly Report in Form 10-Q filed with
the Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?5b2

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

As of December 31, 2005, the Company's equity deficit narrowed to
$91,250,000 from a $98,643,000 equity deficit at June 30, 2005.


SBA COMMUNICATIONS: Stockholders Equity Soars by $169 Million
-------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) reported results for
the quarter ended Dec. 31, 2005.

Total revenues in the fourth quarter of 2005 were $72.4 million,
compared to $65.5 million in the year earlier period, an increase
of 10.5%.  Site leasing revenue of $42.9 million and site leasing
segment operating profit of $31.1 million were up 13.9% and 19.8%,
respectively, over the year earlier period.  Site leasing
contributed 92.9% of the Company's total segment operating profit
in the fourth quarter of 2005.  Same tower revenue and site
leasing segment operating profit growth on the 3,060 towers owned
at Dec. 31, 2005 and Dec. 31, 2004 were 12% and 18%, respectively.

Tower Cash Flow for the three months ended Dec. 31, 2005 was
$31.5 million, a 17.6% increase over the year earlier period.  
Tower Cash Flow margin for the three months ended December 31,
2005 was 74.6%, a 260 basis point improvement over the year
earlier period.

Site development revenues were $29.5 million in the fourth quarter
of 2005 compared to $27.9 million in the year earlier period, a
5.9% increase.  Site development segment operating profit margin
was 8.0% in the fourth quarter of 2005, the same as in the year
earlier period.

Selling, general and administrative expenses were $7.1 million in
the fourth quarter of 2005, compared to $7.2 million in the year
earlier period.  Loss from continuing operations for the fourth
quarter of 2005 was $32.3 million compared to a loss of $41.5
million in the year earlier period.  Net loss in the fourth
quarter of 2005 was $32.3 million compared to a net loss of
$41.8 million in the year earlier period.  Adjusted EBITDA was
$26.9 million, compared to $21.9 million in the year earlier
period, or a 22.8% increase.  Adjusted EBITDA margin was 37.5% in
the fourth quarter of 2005.

Net cash interest expense and non-cash interest expense, exclusive
of amortization of debt issuance costs, was $8.7 million and $5.5
million, respectively, in the fourth quarter of 2005, compared to
$10.4 million and $7.0 million in the year earlier period.

"We had an excellent finish to a very good year," commented
Jeffrey A. Stoops, President and Chief Executive Officer.  "We
ended 2005 with strong customer activity and backlogs which we
believe will result in another year of strong operational
performance in 2006.  Our customers remain very busy improving
their wireless networks, and we expect them to stay busy
throughout 2006.  We expect growth in leasing revenue and tower
cash flow this year to be as strong or stronger than we
experienced in 2005.  We continue to be very pleased with the
quality of our assets and their attractiveness to our customers,
as measured by our leasing revenue growth, tower cash flow growth
and tower cash flow margin.  Our strong operating performance last
year, combined with significant improvements to our balance sheet,
produced a material amount of equity free cash flow in 2005.  We
are well positioned to build on last year's success, and we expect
substantial growth in equity free cash flow in 2006."

                  Investing Activities

During the fourth quarter of 2005, SBA purchased 73 towers and
built 16 towers, and as of Dec. 31, 2005 SBA owned 3,304 towers.
Total cash capital expenditures for the fourth quarter of 2005
were $28.9 million, consisting of:

    * $1.4 million of non-discretionary cash capital expenditures
      (tower maintenance and general corporate) and

    * $27.5 million of discretionary cash capital expenditures
      (new tower builds, tower augmentations, tower acquisitions
      and related earn-outs, and ground lease purchases).

The 73 towers were purchased for an aggregate amount of $21.9
million, with the consideration consisting of approximately $20.7
million in cash and approximately 80,000 shares of SBA common
stock.

Since Dec. 31, 2005, SBA has built ten additional towers and
purchased 65 additional towers. The 65 towers were purchased for
an aggregate amount of $18.6 million, paid in cash.  The Company
has agreed to purchase an additional 99 towers for an aggregate
amount of $29.8 million, which the Company expects to fund from
its cash.  The Company anticipates that these acquisitions will be
consummated by the end of the second quarter of 2006.

            Financing Activities and Liquidity

SBA ended the fourth quarter with:

    * $405.0 million of commercial mortgage-backed pass-through
      certificates outstanding,

    * $216.9 million of 9-3/4% senior discount notes,

    * $162.5 million of 8 1/2% senior notes,

    * no borrowings under the Company's new $160 million senior
      credit facility, and

    * net debt of $699.2 million.

Liquidity at Dec. 31, 2005 was approximately $124.3 million,
consisting of $85.2 million of cash, restricted cash, and short-
term investments, and approximately $39.1 million of availability
under the senior credit facility.  The Company's net debt to
Annualized Adjusted EBITDA leverage ratio was 6.5x at December 31,
2005.

In the fourth quarter, SBA issued 10 million shares of common
stock in exchange for gross proceeds of $154.1 million. The
Company used substantially all of the net proceeds of $151.5
million to redeem $42.9 million ($52.4 million face amount) of its
9-3/4% senior discount notes and $87.5 million of its 8-1/2%
senior notes.  The Company also issued $405 million of investment-
grade, commercial mortgage-backed pass-through certificates.  The
transaction generated net proceeds to the Company of approximately
$395 million, approximately $321 million of which was used to
refinance the outstanding balance under the Company's $400 million
senior credit facility.  The Company entered into a new $160
million senior credit facility in the fourth quarter.  The new
facility consists of a $160 million revolving loan which may be
borrowed, repaid and redrawn, subject to compliance with certain
covenants.  The new facility will mature on December 21, 2007.  
Amounts borrowed under the facility will accrue interest at LIBOR
plus a margin that ranges from 75 basis points to 200 basis points
or at Base Rate plus a margin that ranges from 12.5 basis points
to 100 basis points.  Amounts borrowed under this facility will be
secured by a first lien on substantially all assets of the Company
(other than those which secure the Company's commercial mortgage-
backed pass-through certificates) and are guaranteed by the
Company and certain of its subsidiaries.

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

At Dec. 31, 2005, SBA Communications Corporation's balance sheet
showed a $81,431,000 positive stockholders' equity compared to a
$88,671,000 deficit at Dec. 31, 2004.


SCOTT SEARS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Scott Allen & Shandell Lyn Sears
               6910 Fieldshire
               Katy, Texas 77494

Bankruptcy Case No.: 06-30659

Chapter 11 Petition Date: February 20, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: Larry A. Vick, Esq.
                  Law Offices of Larry A. Vick
                  800 West Sam Houston Parkway South, Suite 100
                  Houston, Texas 77042
                  Tel: (713) 333-6440
                  Fax: (713) 236-1342

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


SECURITIES TRUST: Moody's Rates Class M-10 Mortgage Certs. at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Argent Securities Trust 2006-W1 Asset-
Backed Pass-Through Certificates, Series 2006-W1, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by adjustable-rate (87%) and fixed
rate (13%) subprime mortgage loans originated through Ameriquest's
wholesale division, Argent Mortgage Company using underwriting
guidelines that are slightly less stringent than those used by
Ameriquest's retail channel -- Ameriquest Mortgage Company.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement.  
Moody's expects collateral losses to range from 5.05% to 5.55%.

Ameriquest Mortgage Company will act as Master Servicer and AMC
Mortgage Services will act as sub-servicer for the mortgage
collateral.

Ameriquest had previously disclosed discussions with financial
regulatory agencies or attorneys general offices of several
states, regarding lending practices of AMC.  ACC Capital Holdings
Corporation, the parent company of Argent and AMC, had recorded a
provision of $325 million in its financial statements with respect
to this matter.  ACC has recently announced that it had entered
into a settlement agreement with forty-nine states and District of
Columbia.  Under the terms of the settlement agreement, ACC agreed
to pay $295 million toward restitution to borrowers and $30
million to cover the States' legal costs and other expenses.  In
addition, ACC has agreed on behalf of itself, AMC and AMC's retail
affiliates, to supplement several of its business practices and to
submit itself to independent monitoring.  The agreement is not
expected to have any material credit implications on
securitizations backed by collateral originated by AMC, Argent or
their affiliates.

The complete rating actions are:

          Argent Securities Trust 2006-W1 Asset-Backed Pass
               -Through Certificates, Series 2006-W1

   * Class A-1, Assigned Aaa
   * Class A-2A, Assigned Aaa
   * Class A-2B, Assigned Aaa
   * Class A-2C, Assigned Aaa
   * Class A-2D, 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


SENSIENT TECHNOLOGIES: Reports $1.024BB Annual Revenue for 2005
---------------------------------------------------------------
Sensient Technologies Corporation, posts annual revenue of $1.024
billion for the 2005 calendar year compared to 2004 revenue of
$1.047 billion.

For the fourth quarter ended Dec. 31, 2005, Sensient's revenue is
$252.9 million compared to $272.3 million for the same period in
2004.  

According to the Company, the prior year's comparable period
included $17.3 million of inkjet ink revenue that was lost at the
end of 2004.  In addition, the Company says the 2005 fourth
quarter revenue was reduced by $6.3 million due to foreign
currency translation.

Headquartered in Milwaukee, Wisconsin, Sensient Technologies
Corporation -- http://www.sensient-tech.com/-- is a manufacturer  
and marketer of colors, flavors and fragrances.  Sensient employs
advanced technologies at facilities around the world to develop
specialty food and beverage systems, cosmetic and pharmaceutical
systems, inkjet and specialty inks, display imaging chemicals, and
other specialty chemicals.  The company's customers include major
international manufacturers representing some of the world's best-
known brands.

                          *     *     *

Sensient Technologies' senior unsecured debt received a Ba1 rating
from Moody's.  The rating was placed on June 21, 2004.
Moody's withdrew its bank loan debt rating August 22nd of the
prior year.

Standard & Poor's assigned BB+ ratings to Sensient Technologies'
long term foreign and local issuer credits on Feb. 14, 2006.


SINGING MACHINE: Equity Deficit Tops $3.3 Million at December 31
----------------------------------------------------------------
The Singing Machine Company (AMEX:SMD) delivered its financial
results for the third quarter ended December 31, 2005, to the
Securities and Exchange Commission on Feb. 15, 2006.

The company reported a $565,000 net loss for the three months
ended Dec. 31, 2005, compared to a $493,000 of net income for the
same period of 2004.

For the three months ended Dec. 31, 2005, net sales declined to
$9,877,000 from $14,368,000 for the same period of 2004, the
result of lower sales of karaoke hardware systems as well as a
shift in music sales of approximately $800,000 from the third into
the fourth quarter.

Total operating expenses decreased by 35% for the three months
ended Dec. 31, 2005 compared to the same period of 2004,
reflecting decreases in every expense category.  Earlier this
month The Singing Machine signed a sublease on its remaining
excess warehouse space in California.  The Company estimates that
this will reduce its annual leasing costs from current levels by
approximately $200,000 beginning in fiscal 2007.

Income from operations for the third quarter of Dec. 31, 2005,
declined to $52,000 compared to $1,011,000 for the third quarter
of the same period of 2005.

Non-cash amortization of discount on convertible debentures was
$451,000 for the three months ended Dec. 31, 2005, versus $446,000
a year earlier.  The convertible debentures are already due on
February 20, 2006.  Singing Machine's Interim CEO Y.P. Chan said
that the Company is in negotiations with the debenture holders and
will make a public announcement when additional information is
available.

As of Dec. 31, 2005, Singing Machine's balance sheet showed
$9,333,161 in total assets and $12,650,279 in total liabilities,
resulting in a stockholders' deficit of $3,317,118.  At Dec. 31,
2005, the company had an accumulated deficit of $15,056,444.

Incorporated in 1982, The Singing Machine Company develops and
distributes a full line of consumer-oriented karaoke machines and
music under The Singing Machine(TM), Motown(TM), MTV(TM),
Nickelodeon(TM) and other brand names.  The first to provide
karaoke systems for home entertainment in the United States, The
Singing Machine sells its products in North America, Europe and
Asia.

                        *     *     *

                     Going Concern Doubt

Berkovits, Lago & Company, LLP, expressed substantial doubt about  
The Singing Machine Company, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended March 31, 2005.   The auditors point to the
Company's inability to obtain outside long term financing,
increasing stockholders' deficit and recurring losses from
operations.


SOVRAN SELF: Reports $7.9 Mil. Net Income for 4th Quarter of 2005
-----------------------------------------------------------------
Sovran Self Storage, Inc.'s reported $7.9 million of net income in
the fourth quarter of 2005, compared to $6.7 million of net income
for the same period in the previous year.

Sovran reported $13.2 million of funds from operations for the
latest quarter, compared to $11.5 million for the quarter ended
Dec. 31, 2004.  Improved occupancies and increased rental rates
contributed to the Company's performance during the quarter.

For the year ended Dec. 31, 2005, net income available to common
shareholders was $30.7 million, as compared to $23.4 million in
2004.  Funds from operations for the year increased 25% from $40.8
million in 2004 to $50.9 million in 2005.  

The Company acquired one self-storage facility during the quarter
at a cost of $3.6 million.  During 2005, 14 properties were
acquired at $65 million.

                            Operations

The Company's total net operating income for the fourth quarter
grew 10.8% compared with the same quarter in 2004 to $23.5
million.  The growth according to the Company was the result of
improved operating performance and the income earned from
additional stores acquired in 2005.  

                           Acquisitions

The Company acquired one property during the quarter at a total
cost of $3.6 million.  The store is located in Baton Rouge,
Louisiana, and is the 3rd Uncle Bob's facility in that market.

At Dec. 31, 2005, the Company was in negotiations to acquire 11
properties at a total cost of $33 million.

                       Capital Transactions

In 2004, the Company increased its line of credit capacity from
$75 million to $100 million, and provided for another $100 million
of availability.  Interest rate reductions were negotiated on the
Company's $100 million five-year note and on the line of credit.  
Both the five-year note and the line of credit were extended by
one year; the $100 million note now matures in September 2009, and
the line expires in September 2007, with the option to extend to
2008.

                   Year 2006 Earnings Guidance

The Company expects conditions in most of its markets to remain
stable, and estimates growth in net operating income on a same
store basis to be between 4.5% and 5%.

The Company plans to implement a program that will add 450,000 to
600,000 square feet of rentable space at existing stores and
convert up to an additional 250,000 to 300,000 square feet to
premium spaces over the next two years.  The projected cost of the
revenue enhancing improvements is estimated at between $32 and $40
million.  In addition, the Company expects to accelerate
refurbishments and renovations at many of its stores to improve
curb appeal and office amenities.  It is expected that as much as
$15 million will be expended in 2006 on those improvements.

Headquartered in Buffalo, New York, Sovran Self Storage, Inc.
-- http://www.sovranss.com/-- is a fully integrated, self-
administered and self-managed real estate investment trust that
acquires, manages, and constructs self storage properties.  The
Company owns and operates over 250 self storage facilities
encompassing over 16 million square feet, making it one of the
five largest self-storage companies in the United States.  Sovran
operates its stores under the trade name Uncle Bob's Self
Storage(R), and serves over 125,000 customers in 21 states.
Through innovative marketing and product development, the Company
has differentiated itself with value-added products and services
like Dri-guard(TM), their state-of-the art dehumidification
system; Uncle Bob's Rental Trucks; and a national Customer Care
Center featuring a fully integrated sales and reservation system
for the Company's 140,000 rental spaces.

                          *     *     *

Fitch rated Sovran Self Storage's 9.85% Series B Cumulative
Redeemable Preferred Shares at BB+ on June 1, 2000.  

On December 16, 2004, Sovran Self Storage, Inc., and Sovran
Acquisition Limited Partnership entered into a Second Amended and
Restated Revolving Credit and Term Loan Agreement with a
consortium of lenders led by Fleet National Bank:

                                         Revolving     Term Loan
   Lender                                Commitment    Commitment                                                      
   ------                                ----------    ----------
   Fleet National Bank                  $16,000,000   $17,500,000
   c/o Bank of America, N.A.
   Agency Management
   100 North Tryon Street
   Mail Code: NC1-007-14-24
   Charlotte, North Carolina 28255
   Attn.: Anne-Brooke Lazorik

   Manufacturers & Traders Trust Co.    $15,000,000   $17,500,000
   One Fountain Plaza, 12th Floor
   Buffalo, NY 14203
   Attn: Susan Freed-Oestreicher

   PNC Bank, National Association       $14,500,000   $17,500,000
   One PNC Plaza
   249 Fifth Avenue
   Pittsburgh, PA 15222
   Attn: Zachary K. Ellis

   SunTrust Bank                        $14,500,000   $17,500,000
   American Center West
   8830 Boone Blvd., 8th Floor
   Vienna, VA 22182-2624
   Attn: Blake K. Thompson

   Citizens Bank of Rhode Island        $13,000,000   $15,000,000
   One Citizens Plaza
   Providence, RI 02903
   Attn: Craig Schermerhorn

   HSBC Bank USA,                       $11,000,000   $12,000,000
   National Association
   One HSBC Center, 27th Floor
   Buffalo, NY 14203
   Attn: Linda Cudney

   Chevy Chase Bank, F.S.B.             $16,000,000    $3,000,000
   7501 Wisconsin Ave., 12th Floor
   Chevy Chase, MD 20815
   Attn: Marie Nwofer
                                       ------------  ------------
                                       $100,000,000  $100,000,000

The Revolver matures on September 4, 2007, and the Term Loan
matures on September 4, 2009.  


STATE STREET: U.S. Trustee Wants Chapter 11 Cases Converted
-----------------------------------------------------------
Deirdre Martini, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Northern District of New York to convert
State Street Houses, Inc., and its debtor-affiliate, State Street
Associates, L.P.'s chapter 11 cases to a chapter 7 liquidation
proceedings.

The U.S. Trustee tells the Court that the Debtors have breached
their statutory and fiduciary duties by failing to file operating
reports since October 2005.  Failure to file operating reports has
denied the creditors, the Court, and the U.S. Trustee fundamental
information regarding the Debtors' financial condition.

Moreover, the Debtors have not complied with their duty to pay
quarterly fees to the U.S. Trustee.  The Debtors owe an estimated
$4,000 for the fourth quarter of 2005.

Since the Debtors withdrew their Disclosure Statement and Chapter
11 Plan and have not obtained confirmation, the Debtors, the U.S.
Trustee adds, have demonstrated an unwillingness to participate in
the chapter 11 process.

Accordingly, the U.S. Trustee also seeks immediate appointment of
a Chapter 7 Trustee to promptly oversee and administer the
Debtors' bankruptcy estate.

Headquartered in Utica, New York, State Street Houses, Inc., is a
New York Corporation and legal titleholder of Kennedy Plaza
Apartments in Utica, New York.  The Company and its affiliate,
State Street Associates, L.P., filed for chapter 11 protection on
May 21, 2004 (Bankr. N.D.N.Y. Case No: 04-63673).  Arnold Weiss,
Esq., at Banning Weiss, PLLC, represents the Debtors in their
restructuring efforts.  When the Debtors filed for chapter 11
protection, they reported estimated assets and debts amounting
between $10 million to $50 million.


STRATUS SERVICES: Earns $1.8 Mil. in First Quarter Ended Dec. 31
----------------------------------------------------------------
Stratus Services Group Inc. filed its financial reports for the
first fiscal quarter ended Dec. 31, 2005, with the Securities and
Exchange Commission.

Stratus Services earned $1,847,807 of net income on $1,233,858 of
revenues for the three months ended Dec. 31, 2005.  At Dec. 31,
2005, Stratus Services' balance sheet showed $5,573,209 in total
assets and $13,562,698 in total liabilities, resulting in a
$7,989,489 stockholders' equity deficit.

Stratus Services' Dec. 31 balance sheet also showed strained
liquidity with $5,312,281 in total current assets available to pay
$12,168,008 of total current liabilities coming due within the
next 12 months.

A full-text copy of Stratus Services Group Inc.'s financial
reports for the first fiscal quarter ended Dec. 31, 2005, is
available at no charge at http://ResearchArchives.com/t/s?5ae

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.

Stratus Services' $7,989,489 equity deficit as of Dec. 31, 2005,
narrowed from a $9,873,836 equity deficit at Sept. 30, 2005.


TORCH OFFSHORE: Submits Amended Disclosure Statement in E.D. La.
----------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates filed an Amended
Disclosure Statement explaining their First Amended Joint Plan or
Reorganization with the U.S. Bankruptcy Court for the Eastern
District of Louisiana in New Orleans on Feb. 9, 2006.

The Official Committee of Unsecured Creditors appointed in the
Debtors' bankruptcy cases had objected to the approval of the
Debtors' original Joint Plan of Reorganization and the
accompanying Disclosure Statement because:

     a) the original Plan and Disclosure Statement proposes to
        appoint two separate liquidators -- a Plan Administrator
        to be appointed by the Debtors and a Creditors'
        Representative to be appointed by the Creditors
        Committee.  The Committee told the Bankruptcy Court that
        only one person should serve as the Plan Administrator
        and Creditors' Representative.  The Committee added that
        the Bankruptcy Court should appoint that person after
        input from the U.S. Trustee;

     b) the $100,000 consideration to be received by the Debtors
        in exchange for the release of all claims against
        Regions/EDC is insufficient;

     c) the plan is unconfirmable since it proposes to pay
        administrative expense claims based on the extent of an
        undisclosed budget despite provisions in the Bankruptcy
        Code requiring full payment of all administrative expense
        Claims; and

     d) the release and exculpation of the Debtors' officers and
        directors pursuant to the Plan are inconsistent with the
        preservation of the Directors' and Officers' claims
        against them.

The Debtors' Amended Plan proposes to make a pro rata distribution
to unsecured creditors, owed approximately $3,9035,210, from funds
derived from:

     1) the secured lenders' $100,000 contribution;

     2) proceeds from recoveries of D&O claims;

     3) all unencumbered proceeds from the auction upon
        resolution of potentially priming liens against Cal Dive
        Vessels; and

     4) net proceeds from prosecution of avoidance actions after
        administrative claims are paid.

These claims will be paid in full:

     -- $1.8 million of administrative claims;
     -- $685,000 of priority claims; and
     -- allowed priming maritime lien claims totaling $14,350,042;

Regions Bank and Export Development Canada's secured claims will
be paid in accordance with the Nov. 7 distribution order from the
proceeds of the sale of the Cal Dive Vessels.  Deficiency in
Regions' claim, estimated at $23 million, will be treated as an
unsecured claim.

Other secured claims and maritime lien claims, estimated at
$11,264,577, will be treated as unsecured claims.

Intercompany claims and equity interest will be cancelled on the
effective date.

On the effective date of the Plan, the Debtors will establish a
Liquidating Trust for the sole purpose of liquidating and
distributing the Trust Assets.  A Liquidating Trust Agreement will
govern the rights powers, obligations, appointment and removal of
a Plan Administrator.

A full-text copy of the Disclosure Statement is available for a
fee at:

    http://www.researcharchives.com/bin/download?id=060221020404

Headquartered in Gretna, Louisiana, Torch Offshore, Inc.,
provides integrated pipeline installation, sub-sea construction
and support services to the offshore oil and gas industry,
primarily in the Gulf of Mexico.  The Company and its debtor-
affiliates filed for chapter 11 protection (Bankr. E.D. La. Case
No. 05-10137) on Jan. 7, 2005.  When the Debtors filed for
protection from their creditors, they listed $201,692,648 in
total assets and $145,355,898 in total debts.


TRANSCOM ENHANCED: Redwing Files Chapter 11 Plan in Dallas, Texas
-----------------------------------------------------------------
Redwing Equipment Partners, Ltd., filed a reorganization plan and
disclosure statement with the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division in Transcom Enhanced
Services' Chapter 11 cases.

                       Treatment of Claims

The Plan provides full payment for Class 1 - Allowed
Administrative Claims.  The Debtor anticipates that, other than
the Administrative Claim of First Capital Group of Texas III,
L.P., the aggregate sum of unpaid Administrative Claims is
$1,450,000.  The Debtor owes $2,200,000 to First Capital pursuant
to a Secured, Convertible Promissory Note, dated May 25, 2004.

Holders of these claims will also be paid in full:

   1. Class 2 - Allowed Priority Claims; and

   2. Class 5 - Ad Valorem Tax Claims.

The allowed amount for First Capital's Claims will be fixed by the
Court as an Allowed Administrative Claim not exceeding $1,250,000.  
The Reorganized Debtor will pay First Capital at $2,500 per month,
as adequate protection for the diminution of the value of the
First Capital Equipment from the Confirmation Date through the
Effective Date.

Under the Plan, $100,000 of Redwing's Claim will be contributed by
it as a capital contribution to the Reorganized Debtor and the
remainder will be paid pursuant to Section 4.6.3 of the Plan.

The Plan also provides that Class 6 -- Allowed General Unsecured
Claims will be paid in monthly installments in an amount equal to
its Pro Rata Share of the amounts credited to the General
Unsecured Claims Reserve.  General Unsecured Claimants will not
receive payment before their claims become Allowed Claims and no
payments will be paid after Dec. 31, 2008.

The Plan further provides that all existing Equity Interests in
the Debtor's case will be deemed automatically canceled on the
Effective Date of the Plan.

A full-text copy of Redwing's Plan and Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060221032639

Headquartered in Irving, Texas, Transcom Enhanced Services --
http://www.transcomus.com/-- specializes in the modification of  
the form and content of telephone calls and other communications
to improve bandwidth efficiency, reduce costs and facilitate the
development and provision of advanced applications.  Established
in 2003, TES uses state-of-the-art technology and a secure,
privately managed packet-switched network to deliver cost-
effective custom voice-over-IP solutions and converged IP
applications to carriers and enterprise customers all over the
world.  The Company filed for chapter 11 protection on Feb. 18,
2005 (Bankr. N.D. Tex. Case No. 05-31929).  John Mark Chevallier,
Esq., at McGuire, Craddock & Strother represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated between $1 million to $10 million in
total assets and debts.


U.S. FLOW: Court Okay's FTI Consulting Fees & Expenses Request
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
gave the Official Committee of Unsecured Creditors in US Flow
Corporation's bankruptcy case permission to employ FTI Consulting,
Inc. as its financial advisors nunc pro tunc to Aug. 21, 2003, for
services performed between that date and Sept. 9, 2003.  The Court
converted the Debtor's chapter 11 case to a chapter 7 proceeding
on Sept. 9, 2003.

The Court approved the Committee's nunc pro tunc retention
application on Feb. 9, 2006.  

On Aug. 21, 2003, the Committee hired FTI Consulting as its
financial advisors.  Due to a limited timeframe, FTI had not filed
its retention application and affidavit when the Debtor's case was
converted to a chapter 7 proceeding on Sept. 9, 2003.  FTI filed
its application on Dec. 30, 2003.  On Aug. 23, 2003, the Debtor's
secured lenders agreed to provide a $35,000 carveout from their
lien to permit payment of FTI's fees.

FTI Consulting tells the Court that it filed its retention
application for the fees and expenses it incurred from Aug. 21,
2003, through Sept. 9, 2003.  The fees and expenses in FTI's
application were incurred as a result of requests by the Committee
for the Firm to assist in the understanding of the financial
situation at US Flow and in negotiations with the Debtor's secured
lenders.

FTI Consulting also performed other financial advisory services
for the Committee.

Michael C. Buenzow, a member of FTI Consulting reports his Firm's
professionals bill:

    Designation                 Hourly Rate
    -----------                 -----------
    Sr. Managing Directors      $550 - $625
    Managing Directors          $460 - $550
    Directors                   $395 - $475
    Consultants                 $250 - $365
    Associates                  $195 - $275
    Administrative Staff           $150

FTI Consulting assured the Court that it did not represent any
interest materially adverse to the Debtor, its creditors and other
parties-in-interest and is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Grand Rapids, Michigan, US Flow Corporation filed
for chapter 11 protection on August 12, 2003.  (Bankr. W.D. Mich.
Case No. 03-09863).  The case was converted to a chapter 7
liquidation proceeding on Sept 9, 2003.  Robert F. Wardrop, II,
Esq., at Wardrop & Wardrop, P.C., represents the Debtor.  Thomas
A. Bruinsma is the chapter 7 Trustee for the Debtor's estate.  
Harold E. Nelson, Esq., at Nantz, Litowich, Smith & Girard and
Michael O'Neal, Esq., at Warner Norcross & Judd LLP represents the
chapter 7 Trustee.  When the Company filed for chapter 11
protection, it listed $69,056,000 in total assets and $123,461,000
in total debts.


USG CORP: Deloitte & Touche Raises Going Concern Doubt  
------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about USG
Corporation's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to significant
uncertainty as to the resolution of the Company's asbestos
litigation.

In January 2006, USG reached an Asbestos Agreement that provides
for the resolution of all present and future asbestos personal
injury claims through cash payments from a trust established as
part of USG's bankruptcy.   

As reported in the Troubled Company Reporter on Feb. 03, 2006, USG
agreed to settle the asbestos-related lawsuits for US$4 billion, a
move expected to help its emergence from a four-and-a-half year
bankruptcy.  Company officials said the proposed settlement would
be incorporated in the Company's plan of reorganization.

The agreement calls for USG to pay US$900 million in cash into a
new trust to handle current and future asbestos injury claims.  
The Company would pay an additional US$3.05 billion to the trust
through a contingent note.

Deloitte & Touche says it is not certain if the U.S. Bankruptcy
Court for the District of Delaware will ultimately approve the
Asbestos Agreement or the plan of reorganization.

                  2005 Annual Results

USG Incurred a $1.436 billion net loss for the year ended Dec. 31,
2005.  This loss included the after-tax provision of $1.935
billion for asbestos claims and an after-tax charge of $11 million
for the cumulative effect of an accounting change related to the
adoption of FIN 47.  Excluding these charges, 2005 net earnings
were $510 million.

The Company generated $5.139 billion of net sales in 2005,
representing a 14% increase over 2004 net sales of $4.509 billion.
For the second consecutive year, net sales increased for all three
operating segments. Net sales were up for North American Gypsum
primarily due to higher selling prices and record shipments for
SHEETROCK(R) brand gypsum wallboard.  Net sales for the Building
Products Distribution segment improved primarily due to record
shipments and higher selling prices for gypsum wallboard.  Net
sales for the Worldwide Ceilings segment increased primarily due
to higher selling prices for ceiling grid and tile, while
shipments of these product lines were down.

At Dec. 31, 2005, the Company's balance sheet showed $6.1 billion
in total assets and $6.4 billion in total liabilities, resulting
in a stockholders' deficit of $302 million.

A full text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?5b4

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day and Paul R. DeFilippo, Esq., and and Brendan P.
Langendorfer, Esq., at Wollmuth Maher & Deutsch LLP represent the
Debtors in their restructuring efforts.  Duane, Morris &
Heckscher, LLP, represents the Official Committee of Unsecured
Creditors.  Campbell & Levine, LLC, represents the Official
Committee of Asbestos Personal Injury Claimants.  Martin J.
Bienenstock, Esq., at Weil Gotshal & Manges LLP and Robert J.
Dehney, Esq., at Morris, Nichols, Arsht and Tunnell represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.


VALENTIS INC: Losses Continue in Quarter Ended December 31
----------------------------------------------------------
Valentis, Inc., delivered its financial results for its second
fiscal quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 14, 2006.

Valentis reported a $3.9 million net loss for the three months
ended Dec. 31, 2005 on $146,000 of revenue, compared to a $2.4
million net loss on $124,000 of revenue for the corresponding
period of the prior year.  For the quarter ended Dec. 31, 2005,
Valentis incurred significant losses primarily due to the
advancement of research and development programs and limited
revenue.

The Company's balance sheet at Dec. 31, 2005, showed $7,906,000 in
total assets and $2,790,000 in liabilities.  The Company had
$232,127,000 million of accumulated deficit at Dec. 31, 2005.  

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?5b1

                    Going Concern Doubt

Ernst & Young, LLP, expressed substantial doubt about Valentis'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2004.  The auditing firm cited Valentis' losses since inception,
including a net loss of $11.1 million for the year ended June 30,
2005, and its accumulated deficit of $224.6 million at June 30,
2005.  

                      About Valentis

Valentis -- http://www.valentis.com/-- is a clinical-stage   
biotechnology company engaged in the development of innovative
products for peripheral arterial disease.  PAD is due to chronic
inflammation of the blood vessels of the legs leading to the
formation of plaque that obstructs blood flow.  Valentis was
formed from the merger of Megabios Corp. and GeneMedicine, Inc. in
March 1999.  In August 1999, the Company acquired PolyMASC
Pharmaceuticals plc as its wholly owned subsidiary.  Valentis is
incorporated in the State of Delaware.


VEECO INSTRUMENTS: Earns $2.7 Million in Fourth Qtr. Ended Dec. 31
------------------------------------------------------------------
Veeco Instruments Inc. (Nasdaq: VECO), announced its financial
results for the fourth quarter and year-ended December 31, 2005.

                    Fourth Quarter Highlights

   -- Revenue was $112.8 million, up 10% from the prior year
      fourth quarter and up 13% from the third quarter of 2005.
      Revenue was above Veeco's guidance of $100-105 million.

   -- Bookings were $102.7 million, up 4% from the prior year
      fourth quarter, up 22% from the third quarter of 2005 and
      above Veeco's guidance of $90-100 million.

   -- Net income was $2.7 million.  Fourth quarter earnings before
      interest, taxes and amortization, excluding certain charges
      (EBITA), was $11.9 million.  Fourth quarter 2005 EBITA
      improved 246% from the prior year and 44% from the prior
      quarter.  

   -- For the full year 2005, Veeco reported revenues of $410.2
      million and EBITA of $28.8 million, up 5% and 108%,
      respectively, from 2004.  

Edward H. Braun, Veeco's Chairman and Chief Executive Officer,
commented, "We are pleased to report strong fourth quarter
results, with revenue, orders and EBITA all above prior year,
prior quarter and guidance.  Fourth quarter orders increased 22%
from the third quarter of 2005, indicative of improved market
conditions entering 2006."

Mr. Braun continued, "Our continued focus on operational
improvements and cost control resulted in a doubling of EBITA on a
5% increase in revenue for 2005, while gross margins increased to
42.4% from 39.4% in the prior year.  Our focus on operational
excellence has led to the generation of $44.9 million in cash from
operations and a $21.7 million reduction in inventory during 2005.
We will continue our initiatives to improve margins, balance sheet
and cash performance, and overall increased shareholder value."

                   Fourth Quarter 2005 Summary

Veeco's revenues for the fourth quarter of 2005 were $112.8
million compared to fourth quarter 2004 revenues of $103.0
million.  Fourth quarter operating income was $6.7 million,
compared with an operating loss of $6.7 million in the fourth
quarter of 2004.  Veeco's fourth quarter 2005 EBITA was $11.9
million compared to $3.4 million in the fourth quarter of 2004.
Fourth quarter net income was $2.7 million compared to a loss of
$56.0 million in the fourth quarter of 2004.

                      Year-End 2005 Summary

Veeco's 2005 revenues were $410.2 million compared to 2004
revenues of $390.4 million.  2005 operating income was $11.1
million, compared with an operating loss of $11.6 million in 2004.
Veeco's 2005 EBITA was $28.8 million compared to $13.9 million in
2004.  2005 net loss was $0.9 million compared to $62.6 million in
2004.  

Veeco Instruments Inc. -- http://www.veeco.com/-- provides  
solutions for nanoscale applications in the worldwide
semiconductor, data storage, HB-LED/wireless and scientific
research markets.  Veeco's Metrology products are used to measure
at the nanoscale and the company's Process Equipment tools help
create nanoscale devices.  Veeco's manufacturing and engineering
facilities are located in New York, New Jersey, California,
Colorado, Arizona and Minnesota.  Global sales and service offices
are located throughout the United States, Europe, Japan and Asia
Pacific.

                          *     *     *

Veeco Instruments Inc.'s subordinated debt carries Moody's
Investors Services' B1 rating.


VERIDICOM INT'L: Raises $400,000 in Private Equity Placement
------------------------------------------------------------
Veridicom International completed a private placement offering of
10,000,000 units to accredited investors for an aggregate purchase
price of $400,000.  Each unit consisted of one share of the
Company's common stock, par value $0.001 per share, and one
warrant to purchase one share of our common stock.  The units were
sold in reliance upon the exemption afforded by the provisions of
Regulation S under the Securities Act.

With respect to the private placement offering, the Company issued
12,500,000 warrants to purchase the common shares to a placement
agent.

                     Going Concern Doubt

AJ. Robbins, PC, expressed substantial doubt about Veridicom's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.
The auditing firm pointed to the Company's recurring losses from
operations.

                      About Veridicom

Veridicom International -- http://www.veridicom.com/-- designs,
develops and manufactures computer-based simulation systems for
training and decision support.  These systems included both
hardware and software and are used to train personnel in the use
of various military and commercial equipment.  Much of the
Company's simulator business was in the foreign defense industry.
The tightening of defense budgets worldwide, combined with the
continuing consolidation and competition in the defense industry,
negatively impacted the growth and profit opportunities for the
Company.  As a result, in July 2000, the Company refocused its
business.  In connection with the refocus, the Company sold its
assets related to its computer based simulation system line of
business to a developer and manufacturer of specialized defense
simulation products.  The Company then commenced development of
commercial products in the area of Internet collaboration.


WALTERMAN IMPLEMENT: Case IH Issues Statement Regarding Bankruptcy
------------------------------------------------------------------
The irregularities at Walterman Implement forced CNH and CNH
Capital to petition the bankruptcy court to operate the dealership
under supervision of the court-appointed trustee.  The involuntary
Chapter 7 bankruptcy petition was filed to protect Walterman
customers and creditors.

"We acknowledge the difficulties the bankruptcy has created for
our customers.  We have been hurt financially as well," said Mario
Ferla, President of Case IH.

"Our goal is to make sure our customers continue to have access to
the equipment and service they need and desire, and we continue to
work with the court-appointed trustee to provide the full range of
services through Dike dealership, Titan Machinery Inc.  While
sorting through the uncertainty and complexities of the
bankruptcy, we are exploring every option available that supports
our customers. We've contacted the farmers with financial exposure
on the combine 'roll' programs and are assisting them on a case-
by-case basis.  In this regard we have been able to satisfy their
needs in the vast majority of the cases," Mr. Ferla stressed.

"We want to continue to work with every former Walterman Implement
customer to answer individual questions and discuss issues related
to their specific equipment needs, existing financial arrangements
and purchase orders.  We will do everything required to balance
the interests of our customers and our company," Mr. Ferla added.

Case IH and CNH Capital encourage customers who have not yet
resolved their situation to contact:

    -- Dike dealership, Titan Machinery, Inc. at (319) 989-2353.

       Titan Machinery is one of the largest Case IH dealerships
       with 24 locations in the Midwest, including one in nearby
       Waverly, Iowa.

    -- Customers outside the Dike IA area can call (800) 777-0552
       and be referred to CNH Capital for financing solutions or
       Case IH customer relations for local dealerships.

All issues resulting from the operations of the former dealership
will ultimately be decided by the U.S. Bankruptcy Court for the
Northern District of Iowa.  A final hearing on the bankruptcy is
not yet scheduled, and it is not Case IH and CNH Capital policy to
engage in speculation as to the possible results of those
proceedings.

Case IH -- http://www.cnh.com/-- is a leader in the farm  
equipment industry. Thanks to a 160-year history, the Case IH
signature red color is recognized around the world.  Through a
network of more than 4,900 dealers and distributors worldwide,
Case IH sells a full line of equipment and supports its customers
with parts, service and financial products.  Case IH equipment
includes a full range of tractors; combines; specialty harvesters
for cotton, sugar and coffee; hay and forage products; tillage
products; seeders and sprayers.

CNH Capital is a leading financial services company which combines
the strength of its global reach with a long-standing knowledge of
Case IH, New Holland, Case, Kobelco, and New Holland Construction
brands.  The company has a proud heritage that reflects the strong
ties to the farm and industrial equipment industries.  With nearly
50 years of equipment lending experience, CNH Capital understands
the need for flexible financial solutions.

Walterman Implement, Inc., was a former Case IH dealer in Iowa.  
On Oct. 21, 2006, CNH America and CNH Capital America LLC, along
with another creditor, filed an involuntary Chapter 7 against
Walterman Implement (Bankr. N.D. Ia. Case No. 05-07284).


WESTERN IOWA: Selling Assets to National Materials for $5.9 Mil.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska approved
Western Iowa Limestone, Inc.'s request to:

   a) sell substantially all of its assets, free and clear of all
      liens, claims, encumbrances and interests, to Natural
      Materials, LLC; and

   b) assume and assign executory contracts and unexpired leases.

As reported in the Troubled Company Reporter on Jan. 18, 2006, the
Debtor was unable to consistently recognize a profit level
necessary to meet the its ongoing operating costs and overhead
while allowing sufficient profit to properly repair its
obligations for an effective reorganization.

Natural Materials will pay approximately $5,905,840, and United
Bank of Iowa, a secured creditor, agrees to finance the buyer's
acquisition of the assets under the agreement on terms acceptable
to buyer.  The purchase price will be approximately $6,905,840.

Pursuant to the purchase agreement, the Debtor will pay all
amounts required to cure any monetary defaults under the executory
contracts and leases through the effective date of the sale.  The
buyer will pay all of the amounts and provide, to the extent
necessary, adequate assurance of its further performance under
that contract or lease.

A complete list of the Debtor's executory contracts and leases is
available for free at http://ResearchArchives.com/t/s?454

Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a
construction company and a producer of limestone.  The Company
filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb.
Case No. 05-85930).  Richard D. Myers, Esq., and Alan E. Pedersen,
Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$1 million to $10 million and estimated debts of $10 million to
$50 million.


WORLD HEALTH: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------
World Health Alternatives and six of its subsidiaries filed for
Chapter 11 protection in the U.S. Bankruptcy Court for the
District of Delaware on Feb. 20, 2006.  The subsidiaries include:

    * World Health Staffing, Inc. (California);

    * World Health Staffing, Inc. (Delaware), f/k/a MedTech
      Medical Staffing of Orlando, Inc.;

    * Better Solutions, Inc.;

    * JC Nationwide, Inc., f/k/a MedTech Staffing of Boca
      Raton, Inc., d/b/a JCNationwide,

    * MedTech Medical Staffing of New England, Inc.; and

    * MedTech Franchising, Inc.

                        Asset Sale

World Health also said that it entered into a "stalking horse"
agreement for the sale of substantially all of its assets and the
assets of its subsidiaries to Jackson Healthcare Staffing, LLC, an
affiliate of Jackson Healthcare Solutions, LLC, for a purchase
price of approximately $43 million in cash plus the assumption of
certain liabilities, including liabilities to retained employees
and staffing professionals.  The company says that it has already
filed a motion seeking approval of bidding procedures and the sale
of asset swith the Court.

                       DIP Financing

The Company also disclosed that it has secured an approximately
$37 million debtor-in-possession financing facility from
CapitalSource Finance, LLC.  The company anticipates that the DIP
financing, together with its ongoing revenue stream, will be
sufficient to fund its operations, including payment of employee
wages and benefits, during the sale process.

"After careful consideration we concluded that a sale of the
Company through a Chapter 11 auction process will best maximize
the return for all stakeholders of the Company and is the best way
for the Company to continue providing the level of service its
customers expect," said Benjamin Jones, President and
Restructuring Officer of the Company.  The sale is expected to be
consummated in six to eight weeks.

Jackson Healthcare Solutions -- http://www.jacksonhealthcare.com/
-- is dedicated to solving two of the biggest challenges faced by
hospitals today: securing personnel to provide care when they are
needed and providing both clinicians and management the relevant,
accurate, and timely information required.  Jackson Healthcare
Solutions is comprised of six operating entities - each
individually focused on specific areas of need for people and
information within the hospital.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier  
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


WORLD HEALTH: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: World Health Alternatives, Inc.              
             777 Penn Center Boulevard, Suite 111
             Pittsburgh, Pennsylvania 15235

Bankruptcy Case No.: 06-10166

Debtor affiliates filing separate Chapter 11 petitions:

   Entity                                           Case No.
   ------                                           --------
   MedTech Medical Staffing of New England, Inc.    06-10162
   JC Nationwide, Inc.                              06-10163
   MedTech Franchising, Inc.                        06-10164
   World Health Staffing, Inc. (Delaware)           06-10165
   World Health Staffing, Inc. (California)         06-10167
   Better Solutions, Inc.                           06-10168

Type of Business: The Debtors are human resource firms offering
                  specialized healthcare personnel for staffing
                  and consulting needs in the healthcare industry.  
                  See http://www.whstaff.com/

Chapter 11 Petition Date: February 20, 2006

Court: District of Delaware (Delaware)

Debtors' Counsel: Stephen M. Miller, Esq.
                  Morris, James, Hitchens & Williams LLP
                  222 Delaware Avenue, 10th Floor
                  Wilmington, Delaware 19899-2306
                  Tel: (302) 888-6800
                  Fax: (302) 571-1750

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Palisades Master Fund, Ltd       Notes                 $8,646,257
200 Mansell Court East
Suite 550A
Roswell, GA 30076

Internal Revenue Service         Payroll Taxes         $6,946,888
1000 Liberty Avenue              and Penalties
Pittsburgh, PA 15222

Bristol Investment Fund Ltd.     Notes                 $5,186,085
10990 Wilshire Boulevard
Suite 1410
Los Angeles, CA 90024

McWen Inc. aka Parker            Acquisition Notes     $2,206,319
Services, Inc.
425 Pie Street - Suite 600
Seattle, WA 96101-4078

Universal Staffing               Acquisition Notes     $1,319,872
3820 Cassia Drive
Orlando, FL 32828

Alston & Bird                    Legal Fees              $334,258
601 Pennsylvania Avenue
Washington, DC 20004-2601

Canawill, Inc.                   Insurance Premium       $177,476

CurleyMed                        Earn Out Payment        $150,356

Wedgebrook Heathrock LLC         Lease Facility          $132,000

First Insurance Funding Corp.    Insurance Premium        $84,312

BMW Financial Services, LLC      Lease Equipment          $59,999

Matrix Resources, Inc.           Software Consultation    $35,654

Broadlane                        Trade                    $35,341

Daskal Bolton                    Trade                    $30,617

AICCO, Inc.                      Insurance Premium        $30,169

Bruce Hayden, Esq.               Legal Fees               $21,263

Saxas Construction               Services                 $21,130

Cherry, Bekaert & Holland, LLP   Auditor Bill             $14,951

Rockside-77 Properties Ltd.      Lease Payments           $14,932

1499 Realty                      Lease Payments           $14,838

OM Workspace                     Office Furniture         $13,232

LAPF Portland, Inc.              Lease Payments           $12,087

Joseph Sofer                     Rent Payments            $10,832

Weinstock & Scavo, P.C.          Legal Bills               $9,320

Cypress Communications           Phone Bills               $8,334

Del Mar Consulting               IR Consulting             $6,000

John C. Radovich LLC             Lease Payment             $4,699

HQ Global Workplace              Rent Payments             $4,099

Pitney Bowes                     Postage                   $2,584

Steven & Jason Navarro           Rent Payments             $2,370


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 23, 2006
   WIDENER LAW JOURNAL
      The Changing Landscape of Bankruptcy in America:  
         A Symposium Addressing the Impact of the Bankruptcy Abuse
            Prevention and Consumer Protection Act of 2005  
              Widener University School of Law, Harrisburg,       
                 Pennsylvania  
                   Contact: amygoodashman@aol.com or  717-541-3987

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Breakfast
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

March 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Pocono Networking Event
         Camelback Ski Resort, Tannersville, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

March 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Blackhawks Outing
         United Center, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

March 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Young Professionals - Fourth Annual Networking Event
         SLATE Billiards, New York, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

March 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Pal's Cabin, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management for SMEs
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
          South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &          
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #1
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

March 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Morning Meeting with ACG
         Dallas Country Club, Dallas, Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

March 16, 2006
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      2nd Annual Strike up a Network with NYSSA:
         A Night of Bowling
            Leisure Time Bowl, New York, New York
               Contact: http://www.nyssa.org/

March 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Transaction Exchange Luncheon
         Wiley Rein and Fielding LLP, Washington, DC
            Contact: 703-912-3309 or http://www.turnaround.org/  

March 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/


March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Comedy Night at Governors
         TBA, Levittown, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

April 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 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/

May 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Regional Golf Event
         TBD, Austin (tentative), Texas
            Contact: 214-228-9706 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 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
   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 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 18-19, 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 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 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 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 15-18, 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 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 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 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 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 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 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 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 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 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or 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 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
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 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 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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