text: TCR_Public/060306.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 6, 2006, Vol. 10, No. 55 HeadlinesALLIANCE IMAGING: Balance Sheet Upside-Down by $40.25M at Dec. 31ALLIED HOLDINGS: Judge Drake Quashes Move for an Equity CommitteeALLIED HOLDINGS: Court Okays Gowling Lafleur as Canadian CounselALLIED HOLDINGS: Inks Transportation Contract With DaimlerChryslerAMERICREDIT AUTOMOBILE: S&P Rates $65 Million Class E Notes at BBAMERICREDIT FINANCIAL: Moody's Rates $65MM Class E Notes at Ba2ANGIOTECH PHARMA: Moody's Rates $250 Mil. Senior Sub. Notes at B2AOL LATIN: Delaware Bankruptcy Court Approves Disclosure StatementAPRIA HEALTHCARE: Moody's Reviews Ba1 Rating and May DowngradeATA AIRLINES: Court Okays Stipulation Settling 2000 EETC ClaimsATA AIRLINES: Settles Dispute Over John Hancock's Unsecured ClaimsATLANTIC GULF: Trustee Wants to Sell 185 Tennessee Lots for $770KATLANTIC MUTUAL: S&P Cuts Surplus Notes' Ratings to CCC from B+BALL CORP: Moody's Rates Proposed $450 Mil. Senior Notes at Ba2BEAR STEARNS: Fitch Affirms Two Cert. Class Ratings at Low-BsBIOVEST INTERNATIONAL: Equity Deficit Tops $5.8 Million at Dec. 31BMC INDUSTRIES: U.S. Trustee Objects to Disclosure StatementBRANDYWINE REALTY: Earns $8.6 Million in Fourth Quarter 2005BREUNERS HOME: Trustee Prepares to Pay Chapter 11 Admin. ClaimsBRIGHTPOINT INC: Holdings B.V. Unit Buys Persequor for $1 MillionCARIBE INFORMATION: S&P Rates Proposed $165 Million Facility at BCHEVY CHASE: S&P Upgrades Counterparty Rating to BBB- from BB+COLLINS & AIKMAN: Court Approves Hilco's Expanded AppointmentCOLLINS & AIKMAN: Wants Court to Approve Stipulation With EngelCOLLINS & AIKMAN: Sidler Agrees to Release MoldsCONCEPT II: Case Summary & 20 Largest Unsecured CreditorsCONGOLEUM CORP: Plans to File Eighth Modified Plan by March 17CONGOLEUM CORP: Legal Analysis Okayed as Asbestos Panel's AdvisorCONGOLEUM CORP: Bondholders Committee Wants Akin Gump as CounselCOOKER RESTAURANT: Court OKs Committee's Settlement with OfficersCOOPER TIRE: Weak Earnings Cues S&P to Put BB+ Rating on WatchCRI RESOURCES: Hiring Advanced Insurance as Insurance ExpertDALRADA FINANCIAL: Earns $3.4 Mil. in Second Quarter Ended Dec. 31DANA CORP: Files for Chapter 11 Protection in S.D.N.Y.DANA CORP: Case Summary & 50 Largest Unsecured CreditorsDANA CORP: Can Use $800 Million of DIP Financing on Interim BasisDANA CORP: S&P Cuts Rating to CCC- and Then to D Post-BankruptcyDANA CORP: Missed Interest Payments Cue Moody's to Junk RatingsDANA CORP: DBRS Junks Loan & Bond Ratings and Then Cuts Them to DDEL MONTE: Buys Meow Mix for $705 Mil. & Moody's Affirms RatingsDIGITAL LIGHTWAVE: Names Kenneth T. Myers as President & CEODMX MUSIC: Wants to Hire KPMG as Tax AccountantsDOLPHIN POOLS: Case Summary & 20 Largest Unsecured CreditorsENTERGY NEW ORLEANS: Court Approves April 19 as Claims Bar DateFORD MOTOR: February 2006 Automobile Sales Dropped by 4%GENERAL MOTORS: February 2006 U.S. Sales Fall to 301,545 VehiclesHAPPY KIDS: Court Okays Rejection of 17 Equipment LeasesHSM-KENNEWICK: Case Summary & 18 Largest Unsecured CreditorsHUNTSMAN CORP: S&P Places BB- Credit Rating on Developing WatchINTEGRATED ELECTRICAL: Court Okays Use of Cash Management SystemINTEGRATED ELECTRICAL: Court Okays Waiving of Sec. 345 GuidelinesINTEGRATED SECURITY: Equity Deficit Tops $5.2 Million at Dec. 31INTRAWEST CORP: Moody's Affirms B1 Senior Unsecured Debt RatingJ. CREW GROUP: Extends Tender Offer for Sr. Sub. Notes to May 1J.L. FRENCH: Court Gives Final Nod on $50 Million DIP FinancingJAMES RIVER: Incurs $9.4 Million Net Loss in Fourth QuarterJAMES RIVER: Poor Performance Cues Moody's to Review Low-B RatingsKNOBIAS INC: Loan from Bushido Capital Now Totals $945,000KNOBIAS INC: Appoints Susan R. Walker as Chief Financial OfficerLEGACY ESTATE: Can Employ Morrison & Foerster as Special CounselMASSEY ENERGY: S&P Affirms BB- Rating & Amends Outlook to NegativeMILACRON INC: Dec. 31 Balance Sheet Upside-Down by $5.2 MillionMUSICLAND HOLDING: Court Okays BMC as Claims Agent on Final BasisMUSICLAND HOLDING: Gets Court Nod to Pay $368,144 to 94 EmployeesNANO CHEMICAL: Post $233,000 Net Loss in Quarter Ended December 31OPEN SOLUTIONS: Moody's Rates $60 Mil. 2nd Lien Term Loan at B3O'SULLIVAN INDUSTRIES: Wants to Assume 241 Contracts and LeasesREVLON CONSUMER: S&P Affirms B- Rating & Revises Outlook to StableREVLON INC: Balance Sheet Upside-Down by $1.095B at December 31REYNOLDS & REYNOLDS: SEC Probe Cues Moody's to Cut Ratings to Ba1ROSS LIGHTING: Case Summary & 20 Largest Unsecured CreditorsRUSSEL METALS: Earns $41.8 Million in Fourth Quarter 2005S&I HOLDINGS: Case Summary & 2 Largest Unsecured CreditorsSAINT VINCENTS: Proposes De Minimis Asset Sale ProceduresSAINT VINCENTS: Creditors Meeting Moved to April 19SAINT VINCENTS: Rejects Glendale Office LeaseSANITARY & IMPROVEMENT: Panel Taps Gross & Welch as Bankr. CounselSTATMON TECH: Balance Sheet Upside Down by $4,323,703 at Dec. 31STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two Cert. ClassesTAGT LP: Voluntary Chapter 11 Case SummaryTERWIN MORTGAGE: Fitch Puts Low-B Ratings on Two Security ClassesTITAN CRUISE: Gets Court Nod to Walk Away from Cash Access PactTOWER AUTOMOTIVE: Inks Union Pact on Greenville Facility ClosureU.S. CAN: Ball Corp. Refinancing Cues Moody's to Review RatingsWESTBROOK CO: Case Summary & 2 Largest Unsecured CreditorsWORLD HEALTH: Wants to Retain Morris James as Bankruptcy CounselWORLD HEALTH: Submits Bid and Auction Procedures for Asset SaleYORKSHIRE LLC: Voluntary Chapter 11 Case Summary* BOND PRICING: For the week of Feb. 27 - Mar. 3, 2006 *********ALLIANCE IMAGING: Balance Sheet Upside-Down by $40.25M at Dec. 31-----------------------------------------------------------------Alliance Imaging, Inc. (NYSE:AIQ) disclosed its financial results for the fourth quarter and year ended Dec. 31, 2005.Fourth quarter 2005 revenue increased 2.8% to $110.2 million from $107.2 million in the same quarter of 2004. Full year 2005 revenue totaled $430.8 million, which was above the Company's previously provided guidance range of $424.5 million to $428.5 million. Full year 2005 revenue decreased 0.3% to $430.8 million from $432.1 million in 2004.Alliance's Adjusted EBITDA, was $37.5 million in the fourth quarter, a 5.1% decrease compared to $39.5 million in the same quarter a year ago. Adjusted EBITDA for the full year was $160.0 million, in line with the Company's guidance range of $156.5 million to $161.0 million. Full year 2005 Adjusted EBITDA decreased 4.7% to $160.0 million from $167.9 million in 2004.Under the terms of Alliance's Credit Agreement, "Adjusted EBITDA" is defined as earnings before interest expense, net of interest income; income taxes; depreciation expense; amortization expense; minority interest expense; non-cash stock-based compensation; loss on early retirement of debt in the fourth quarter and full year 2004; and a maximum of $750,000 of severance and related costs in the fourth quarter and full year 2005. In the fourth quarter of 2004, the Company recorded a loss on early retirement of debt totaling $44.4 million, net of related tax effects in the fourth quarter and full year of 2004. Also in the full year 2004, the Company increased net income by recording the reversal of income tax reserves totaling $5.1 million, primarily related to the favorable outcome of examinations of the Company's 1998 and 1999 federal income tax returns and a favorable outcome of the treatment of an income item in a federal income tax return of one of the Company's subsidiaries. Severance and related costs and employment agreement costs reduced diluted earnings per share by approximately $0.01 in both the fourth quarter of 2005 and 2004. Fourth quarter and full year 2005 results were negatively impacted primarily by lower than anticipated MRI scan volumes, as well as the effect of Hurricanes Katrina and Rita, and rising fuel and transportation costs. The Company estimated that the hurricanes had the impact of reducing revenue by approximately $0.9 million in the fourth quarter and $1.4 million for full year 2005.Alliance's business was also impacted by increasing diesel fuel and mileage reimbursement rates in the fourth quarter and full year 2005. These increases, which affect the cost of moving mobile systems to client locations and transportation costs of Alliance's technologists, reduced Adjusted EBITDA by approximately $0.8 million in the fourth quarter and $1.2 million for full year 2005. Full year 2005 Adjusted EBITDA declined $1.8 million due to the Company recording a $2.6 million provision for doubtful accounts for full year 2005 compared to $0.8 million in the prior year, due to the collection of higher than normal aged accounts receivable in 2004. The provision for doubtful accounts was 0.6% of revenue for full year 2005, in line with Alliance's historical experience.Capital expenditures in the fourth quarter of 2005 were $30.0 million, compared to $16.7 million in the fourth quarter of 2004. Capital expenditures totaled $76.5 million for the 2005 full year compared to $85.7 million in 2004. In addition, the Company entered into capital lease obligations totaling $3.9 million in 2005. Alliance opened ten new fixed-sites in 2005 and operated 73 fixed-sites as of December 31, 2005.Cash flow provided by operating activities was $34.0 million in the fourth quarter of 2005 compared to $13.8 million in the corresponding quarter of 2004, and was $127.1 million and $120.9 million for the full year of 2005 and 2004.Alliance's long-term debt increased $3.9 million to $579.6 million as of Dec. 31, 2005, from $575.7 million as of Dec. 31, 2004. The Company spent $50.2 million for acquisitions in 2005. Excluding 2005 acquisition costs and assuming that these funds would have been otherwise available for debt reduction, total debt would have decreased $46.3 million. Cash and cash equivalents decreased $7.3 million to $13.4 million at Dec. 31, 2005, from $20.7 million at Dec. 31, 2004. 2005 AcquisitionsEffective Sept. 1, 2005, Alliance purchased certain assets associated with six established multi-modality fixed-sites and three recently established fixed-sites. This acquisition is expected to generate approximately $6 million in annualized revenue for Alliance. The Company's full year 2005 results include four months of operations from this acquisition.Effective Oct. 1, 2005, Alliance acquired 100% of the outstanding stock of PET Scans of America Corp., a mobile provider of PET and PET/CT services primarily to hospitals in 13 states. Alliance acquired or leased 12 PET and PET/CT systems in connection with this acquisition. Annualized revenue from the PSA acquisition is expected to contribute approximately $20 million. The Company's full year 2005 results include three months of operations from this acquisition.In December 2005, Alliance increased its equity interest in a joint venture the Company formed in 2004 with the University of Pittsburgh Medical Center. This joint venture, Alliance Oncology, is designed to partner with hospitals to build and operate radiation oncology centers, with an emphasis on intensity modulated radiation therapy and image guided radiation therapy. Alliance now owns 80% of AO. Amendment to Credit AgreementIn the fourth quarter, Alliance Imaging entered into a FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of December 19, 2005, with: * DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Administrative Agent, Issuing Lender and Collateral Agent; * CITICORP NORTH AMERICA, INC., individually and as Syndication Agent and Lender; * LEHMAN COMMERCIAL PAPER INC., individually and as Co-Documentation Agent; * LEHMAN BROTHERS INC., individually and as Lender; * MERRILL LYNCH & CO., * MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Documentation Agent; and * MERRILL LYNCH CAPITAL CORPORATION, as Lender. The Fourth Amendment to the Credit Agreement contains these provisions: -- The Company's maximum consolidated leverage ratio covenant as defined in the Credit Agreement was amended to a level not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter until the expiration of the agreement. Prior to the fourth amendment, the Company's maximum consolidated leverage ratio covenant was 3.75 to 1.00 as of the last day of any fiscal quarter beginning March 31, 2006 to the expiration of the agreement; -- The amendment contains a maximum consolidated senior leverage ratio covenant as defined in the amendment to the Credit Agreement to a level not to exceed 3.00 to 1.00 as of the last day of any fiscal quarter; -- The amendment increased the Tranche C base rate margin from an annual rate of 1.25% to 1.50% and the Tranche C LIBOR margin from an annual rate of 2.25% to 2.50%. The company paid an amendment fee equal to 12.5 basis points. The Fourth Amendment dated December 19, 2005, relates to the company's Credit Agreement, dated as of November 2, 1999, as amended by that certain First Amendment dated as of May 11, 2000, as further amended by that certain Second Amendment dated as of June 10, 2002, as further amended by that certain Third Amendment dated as of December 29, 2004. 2006 GuidanceFor the full year 2006 the Company expects revenue to range from $428 million to $438 million and Adjusted EBITDA to range from $138 million to $146 million. Deficit Reduction Act of 2005On Feb. 8, 2006, the Deficit Reduction Act of 2005 was signed into law by President George W. Bush. The DRA provides reimbursement rates for the technical component of certain imaging services, which included MRI and PET, in non-hospital based settings. The reimbursement rates under the DRA will be capped at the lesser of reimbursement under the Medicare Part B physician fee schedule, which the Company is reimbursed for retail services, or the Hospital Outpatient Prospective Payment System (HOPPS) schedule. The technical reimbursement under the Part B physician fee schedule generally allows for higher reimbursement than under HOPPS.For the full year 2005, approximately 4% of Alliance's revenue was billed directly to Medicare intermediaries. Based on 2005 revenue, Alliance estimates the reduction in Medicare revenue due to the reimbursement rate decreases included in the DRA would have totaled approximately $6 million.In addition, the DRA also codifies the reduction in reimbursement for multiple images on contiguous body parts, which was previously announced by the Center for Medicare and Medicaid Services.CMS will pay 100% of the technical component of the higher priced imaging procedure and 50% for the technical component of each additional imaging procedure for multiple images of contiguous body parts within a family of codes performed in the same session. Currently, Medicare pays 100% of the technical component of each procedure. CMS will phase in this reimbursement reduction over a two-year period, resulting in a 25% reduction for each additional imaging procedure on contiguous body parts in 2006 and an additional 25% reduction in 2007. The Company believes that the implementation of this reimbursement reduction will not have a significant impact on the financial condition and results of operation beginning in 2006.Alliance Imaging Inc. -- http://www.allianceimaging.com/-- is a leading national provider of shared-service and fixed-sitediagnostic imaging services, based upon annual revenue and numberof systems deployed. Alliance provides imaging services primarilyto hospitals and other healthcare providers on a shared and full-time service basis, in addition to operating a growing numberof fixed-site imaging centers. The company had 497 diagnosticimaging systems, including 350 MRI systems and 58 PET or PET/CTsystems, and over 1,000 clients in 44 states at Sept. 30, 2005.At Dec. 31, 2005, Alliance Imaging, Inc.'s balance sheet showed a $40,256,000 stockholders' deficit compared to a $67,528,000 deficit at Dec. 31, 2004.ALLIED HOLDINGS: Judge Drake Quashes Move for an Equity Committee-----------------------------------------------------------------The Honorable W. Homer Drake of the U.S. Bankruptcy Court for the Northern District of Georgia denied Guy W. Rutland III, Guy W. Rutland IV and Robert J. Rutland's request for the appointment of a committee of the Debtors' equity security holders. Descendants of the Debtors' founder, Guy Rutland Sr., own 30% of the Debtors. As reported in the Troubled Company Reporter on Sept. 6, 2005, the Rutlands claimed that there are a sufficient number of shares and shareholders to warrant the appointment of an official committee of equity security holders. The equity security holders in the Debtors' case have legitimate interests that need to be, and were intended to be, adequately represented under Section 1102 of the Bankruptcy Code.Judge Drake relates that based on the evidence presented on the Jan 24, 2006, hearing, the Court cannot conclude that the Debtors are not "hopelessly insolvent." Specifically, the evidence presented with respect to the Debtors' actual EBITDA figures from August to November 2005 indicate that those figures may not be reflective of the Debtors' future EBITDA.Neither the Rutlands nor the joinder parties have establishedthat the Shareholders are not being adequately represented, JudgeDrake notes. The Court finds that the Shareholders' interestsare being adequately represented by the Board of Directors ofAllied Holdings, Inc., the Debtors' officers, the Debtors'attorneys and the Debtors' other professionals.The Court recognizes that the testimony and other evidencepresented at the Hearing raise the possibility that the Debtorsmay not be hopelessly insolvent. Judge Drake says that the Courtis prepared to visit the issue if additional evidence supportsthe conclusion that the Debtors are not hopelessly insolvent andthere are additional indications that the Shareholders are nolonger being adequately represented.On Feb. 21, 2006, the Court convened a telephonic hearingwith the principal parties-in-interest to explain its rationalefor denying the Motion without prejudice.Headquartered in Decatur, Georgia, Allied Holdings, Inc. --http://www.alliedholdings.com/-- and its affiliates provide short-haul services for original equipment manufacturers andprovide logistical services. The Company and 22 of its affiliatesfiled for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.Case Nos. 05-12515 through 05-12537). Jeffrey W. Kelley, Esq., atTroutman Sanders, LLP, represents the Debtors in theirrestructuring efforts. Henry S. Miller at Miller Buckfire & Co.,LLC, serves as the Debtors' financial advisor. Anthony J. Smits,Esq., at Bingham McCutchen LLP, provides the Official Committee ofUnsecured Creditors with legal advice and Russell A. Belinsky atChanin Capital Partners, LLC, provides financial advisory servicesto the Committee. When the Debtors filed for protection fromtheir creditors, they estimated more than $100 million in assetsand debts. (Allied Holdings Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)ALLIED HOLDINGS: Court Okays Gowling Lafleur as Canadian Counsel----------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Georgia allowed Allied Holdings, Inc., and its debtor-affiliates to employ Gowling Lafleur Henderson LLP as their Canadian counsel.Gowling is a Canadian law firm with offices located in the provinces of Ontario, Quebec, Alberta and British Columbia.As reported in the Troubled Company Reporter on Feb. 13, 2006, Gowling has served as the Debtors' counsel in Canadian legal matters since November 1999. Gowling will: (a) represent the Debtors at Canadian hearings and other related proceedings; (b) assist the Debtors and its U.S. professional advisors in analyzing the claims of the Debtors' creditors from a Canadian perspective and in negotiating with those creditors; (c) assist with the Debtors' investigation of their assets, liabilities, and their financial condition in Canada and of the operations of their Canadian businesses; (d) assist the U.S. Advisors from a Canadian perspective in their analysis of, and negotiations with, the Debtors or any third party concerning matters related to formulating the terms of a plan of reorganization for the Debtors; (e) assist and advise the U.S. Advisors in matters involving issues of Canadian law or practice; (f) review and analyze all pleadings, orders, statements of operations, schedules, and other legal documents in Canadian proceedings relating to the Debtors or their property, assets or businesses; (g) prepare pleadings, orders, reports and other legal documents as necessary in furtherance of the Debtors' interests and objectives regarding Canadian matters; and (h) perform other legal services as described by the Debtors and their U.S. Advisors, which may be necessary and proper in their Chapter 11 cases.Gowling will charge these hourly rates: Attorneys CN$220 to CN$600 Document Clerks & Legal Assistants CN$100 to CN$200Headquartered in Decatur, Georgia, Allied Holdings, Inc. --http://www.alliedholdings.com/-- and its affiliates provide short-haul services for original equipment manufacturers andprovide logistical services. The Company and 22 of its affiliatesfiled for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.Case Nos. 05-12515 through 05-12537). Jeffrey W. Kelley, Esq., atTroutman Sanders, LLP, represents the Debtors in theirrestructuring efforts. Henry S. Miller at Miller Buckfire & Co.,LLC, serves as the Debtors' financial advisor. Anthony J. Smits,Esq., at Bingham McCutchen LLP, provides the Official Committee ofUnsecured Creditors with legal advice and Russell A. Belinsky atChanin Capital Partners, LLC, provides financial advisory servicesto the Committee. When the Debtors filed for protection fromtheir creditors, they estimated more than $100 million in assetsand debts. (Allied Holdings Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)ALLIED HOLDINGS: Inks Transportation Contract With DaimlerChrysler------------------------------------------------------------------Allied Holdings, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Georgia for permission to enter into a Motor Carrier Transportation Contract with DaimlerChrysler Corporation.Allied Systems and DaimlerChrysler entered into a Carrier Transportation Agreement on Dec. 16, 2005. Pursuant to the Agreement, Allied Systems provides delivery and transportation services to DaimlerChrysler in the U.S. and Canada, and DaimlerChrysler pays Allied Systems according to specific rate terms.Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta, Georgia, relates that the Agreement provides Allied Systems withincreased rates for 2005 and 2006 and maintains the current fuelsurcharge relief. Thus, the Agreement provides Allied Systemswith increased revenue flow, Mr. Winsberg says.The Agreement has an effective date of Oct. 1, 2005, Mr. Winsberg adds.Headquartered in Decatur, Georgia, Allied Holdings, Inc. --http://www.alliedholdings.com/-- and its affiliates provide short-haul services for original equipment manufacturers andprovide logistical services. The Company and 22 of its affiliatesfiled for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.Case Nos. 05-12515 through 05-12537). Jeffrey W. Kelley, Esq., atTroutman Sanders, LLP, represents the Debtors in theirrestructuring efforts. Henry S. Miller at Miller Buckfire & Co.,LLC, serves as the Debtors' financial advisor. Anthony J. Smits,Esq., at Bingham McCutchen LLP, provides the Official Committee ofUnsecured Creditors with legal advice and Russell A. Belinsky atChanin Capital Partners, LLC, provides financial advisory servicesto the Committee. When the Debtors filed for protection fromtheir creditors, they estimated more than $100 million in assetsand debts. (Allied Holdings Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) AMERICREDIT AUTOMOBILE: S&P Rates $65 Million Class E Notes at BB-----------------------------------------------------------------Standard & Poor's Ratings Services assigned its ratings to AmeriCredit Automobile Receivables Trust 2006-1's $945 million automobile receivables-backed notes series 2006-1. The ratings reflect: * subordination of 27.00% for class A, 19.50% for class B, 11.50% for class C, and 6.50% for class D; * a non-amortizing, fully funded reserve account equal to 1.50% of initial receivables; * initial overcollateralization of 5.50% of initial receivables; and * a turbo allocation feature whereby excess spread will be used to pay down the securities to increase the level of overcollateralization to a target sufficient to help absorb any losses experienced by the collateral pool. Although the class E notes are subordinated to all other classes of notes, once the reserve account is fully funded and the overcollateralization target has been reached, the remaining excess cash flow will be used to turbo the class E notes until they are paid in full. Ratings assigned:AmeriCredit Automobile Receivables Trust 2006-1 Class Rating Amount ----- ------ ------ A-1 A-1+ $166,000,000 A-2 AAA $309,000,000 A-3 AAA $200,000,000 B AA $75,000,000 C A $80,000,000 D BBB+ $50,000,000 E BB $65,000,000AMERICREDIT FINANCIAL: Moody's Rates $65MM Class E Notes at Ba2---------------------------------------------------------------Moody's Investors Service assigned ratings of Prime-1, Aaa, Aa2, A2, Baa2 and Ba2 to the notes issued in the AmeriCredit Financial Services, Inc., 2006-1 automobile loan securitization. Complete Rating Action: Issuer: AmeriCredit Automobile Receivables Trust 2006-1 * $166,000,000 4.78% Class A-1 Notes, rated Prime-1 * $309,000,000 5.11% Class A-2 Notes, rated Aaa * $200,000,000 5.11% Class A-3 Notes, rated Aaa * $75,000,000 5.20% Class B Notes, rated Aa2 * $80,000,000 5.28% Class C Notes, rated A2 * $50,000,000 5.49% Class D Notes, rated Baa2 * $65,000,000 6.62% Class E Notes, rated Ba2 Moody's said the Prime-1 rating of the Class A-1 money market tranche is based on the expected cashflows on the underlying receivables during the collection periods prior to the Class A-1 final maturity date. The ratings of the remaining classes of notes are based on the quality of the underlying auto loans and their expected performance; the strength of the transaction's structure; the enhancement provided by subordination ranging from 27.0% to 6.50%, overcollateralization, a reserve account and available excess spread; and the experience of AmeriCredit as servicer. ANGIOTECH PHARMA: Moody's Rates $250 Mil. Senior Sub. Notes at B2-----------------------------------------------------------------Moody's Investors Service assigned first time ratings to the proposed $375 million Senior Secured Credit Facility and the proposed $250 million of Senior Subordinated Notes of Angiotech Pharmaceutical, Inc. The proceeds from the facility and subordinated notes, along with $260 million in available cash, will be used to finance the purchase of American Medical Instruments Holdings, Inc. The total transaction value of $810 million includes the assumption of approximately $109 million in outstanding AMI debt and the payment of transaction costs and other expenses. While Angiotech will have access to a $75 million senior secured revolver as part of the credit facility, Moody's anticipates that the company will not need to draw on the facility to fund the acquisition. Concurrently, Moody's assigned a first time Speculative Grade Liquidity rating of SGL-2, reflecting the expectation of good near term liquidity, minimal near-term debt service requirements and modest capital expenditures. The new ratings assigned are: * $75 million Senior Secured Revolver, due 2011, rated Ba3 * $300 million Senior Secured Term Loan B, due 2013, rated Ba3 * $250 million Senior Subordinated Notes, due 2014, rated B2 * Corporate Family Rating, rated Ba3 * Speculative Grade Liquidity Rating, SGL-2 The rating outlook is stable. The ratings are subject to the closing of the proposed acquisition and our review of executed documentation. Upon completion of the acquisitions and financing, Moody's will also withdraw these ratings assigned to AMI Holdings, Inc.: * $25 million senior secured revolving credit facility due 2009, rated B2 * $32.5 million senior secured term loan A, due 2009, rated B2 * $100.0 million senior secured term loan B, due 2010, rated B2 * B2 Corporate Family Rating The ratings reflect the substantial increase in outstanding debt to finance this acquisition. Moody's notes that prior to this proposed acquisition, Angiotech had no outstanding debt. The ratings also consider the increase in operating risk associated with the proposed transaction, including the potential turnover of employees, unexpected costs and liabilities, and the integration of cultures and systems. AMI is the largest combination that Angiotech has ever proposed. Unlike some of the early-stage, single product or developmental companies that Angiotech has acquired, AMI is a larger, more mature and complex company with a broad portfolio of products and markets served, and includes a commercial infrastructure of sales and manufacturing, which Angiotech has never managed before.These risks are partially mitigated by the fact that existing management of the key divisions will remain with the combined company, and that due to the lack of overlap between the two companies, there will be minimal amount of layoffs and plant closures. The ratings also consider the more limited portfolio of intellectual property that protect AMI's products in addition to the absence of long-term contracts with Original Equipment Manufacturer customers as OEM customers are free to switch to another supplier with little or no notice and can move production of the products in-house to their own manufacturing operations.Further, AMI competes against several large medical device companies that have significantly larger manufacturing plants, product portfolios, financial resources, distribution and sales forces. Lastly, AMI has very little internal research and development activity and depends on establishing outside licensing agreements with third party organizations and other smaller companies in accessing new products and technologies. The above risks are mitigated by several benefits of the proposed merger. First, through using AMI's existing commercial infrastructure, Angiotech can now manufacture and distribute products that it develops while retaining 100% of the revenue on products sold. Second, the proposed merger reduces the reliance on royalties that Angiotech receives from Boston Scientific related to the sale of the world-wide Taxus drug eluting stent.Since Angiotech developed the concept of using a cancer drug with a stent to prevent future scarring, it receives approximately 8% of world-wide Taxus revenues as royalties. On a pro-forma basis, royalty revenue from Taxus sales would account for less than 50% of the pro-forma combined company's revenues in 2006 as compared to currently accounting for over 90% of Angiotech's revenue on a stand-alone basis. Third, AMI has a diverse range of products and very little customer concentration. Angiotech's product portfolio would also be enhanced by developing combination products that use its technologies, drugs, and surface modification technologies on AMI's existing product portfolio. In utilizing AMI's commercial infrastructure, Angiotech will obtain extensive expertise in sales and marketing while saving the time and cost of building that infrastructure internally. As such, Angiotech can now relocate resources elsewhere. AMI is quite profitable and generally earns an attractive return on its investments in manufacturing and distribution. Moody's notes that AMI has been able to increase revenues by 10% to 15% over the past few years while expanding EBITDA margins to approximately 28% based on the introduction of new products, continued sales of existing products and leveraging its manufacturing and selling costs. AMI manufactures and sells single-use specialty devices that are preferred by physicians; usually not covered under group purchasing contracts; face minimal amount of competition; and as a result, command premium pricing and higher margins than most hospital supply items. The ratings also consider these risks inherent in Angiotech's existing business: -- a high concentration of revenues from royalties on the Taxus stent; -- the early stage nature of Angiotech's pipeline with minimal contribution in the next two years; -- reliance on larger partners for manufacturing, distribution, and marketing, which results in Angiotech ceding a majority of the revenue streams to the partner and losing control over decisions affecting the products; and -- the risk and expense of moving products through the pipeline on the market, including possible delays or rejections by the FDA. Moody's also notes that the company must be able to obtain and enforce timely patent and other intellectual property rights for its products and technology. Angiotech along with its partner, Boston Scientific, is prosecuting and defending several patent lawsuits related to Taxus, and lost a recent decision in the U.K. to Conor Medsystems. Moody's notes that Angiotech's partnership with Boston Scientific entails several risks. First, the Taxus Express drug eluting stent has continued to lose market share over the past year. Second, additional competition could pressure pricing and volume trends for Taxus. Third, the problems at Boston Scientifics' manufacturing plants could delay the launch of Liberte, Boston Scientific's next generation drug eluting stent. Lastly, Conor Medsystems could enter the market with the same drug that covers Taxus. Despite the above concerns, the Taxus Express stent continues to remain the market leader due to its strong clinical data and experience in the market. Angiotech's proprietary knowledge of drugs, patents and intellectual property enabled Boston Scientific to develop a superior stent, charge premium pricing and become the market leader. Angiotech has a robust product pipeline and has established commercial partnerships with Cook, Baxter and Edwards Life Sciences on its other projects. Angiotech also works with early-stage development companies to access additional technologies and products to supplement its own internal development efforts. The leveraging of expertise from outside partners has enabled Angiotech to maintain a low cost structure, operate without any debt and generate good cash flow. The stable ratings outlook incorporates Moody's belief that the company will be able to grow revenues by 8% to 12% over the next few years while maintaining operating margins. Moody's projections include continued erosion in the Taxus Express stent, offset by continued growth at AMI Holdings and the launch of new products from Angiotech's pipeline. Since working capital is expected to be a minimal source of cash and capital spending on an annual basis is expected to continue to be less than 3% of combined revenues, Moody's expects that continued revenue growth and stable margins should yield mid to single digit revenue growth and higher margins should translate into expected free cash flow of $50 to $60 million a year in 2006 and $70 to $80 million in 2007. After adjusting debt for leases, Moody's expects the combined company's adjusted operating cash flow to adjusted debt to be in the range of 13% to 15% in 2006 and free cash flow from operations to adjusted debt in the range of 11% to 13% in 2006. During 2007, Moody's expects these same ratios to increase to a range of 20% to 22% and 16% to 18%, respectively. The ratings could face upward pressure if there is more rapid repayment of outstanding debt along with a greater than anticipated improvement in revenue growth and operating margins. The ratings outlook could also improve if the company is able to sustain a ratio of adjusted free cash flow to adjusted debt of approximately 15%. The ratings could face downward pressure if there is a significant deterioration in the company's core business, including substantial erosion in Taxus market share and a delay in the launch of new products. In addition, the ratings outlook would become unfavorable if the company's credit metrics of adjusted free cash flow to adjusted debt were to fall below the 10% level on a sustained basis. The Ba3 rating for the senior secured credit facilities reflects the security and guarantee by all assets of Angiotech and its subsidiaries. The senior secured credit facilities are rated on the same level as the corporate family rating due to the fact that the facility consists of such a significant portion of the overall capital structure and may not have adequate protection under a distressed scenario After the transaction closes, Moody's expects that goodwill will account for 65% to 75% of total assets in 2006. As of Dec. 31, 2005, Angiotech and AMI had total combined assets of $707 million, including $53 million of Property, Plant and Equipment, $27 million of accounts receivable and $28 million in inventory. The B2 rating for the senior subordinated notes reflects the guarantee of all of the assets of Angiotech and its subsidiaries, the absence of any security, and its structural subordination to the existing senior secured credit facility. The notes are notched two levels below the Corporate Family Rating as they are subordinated to all existing and future Senior debt while representing a significant portion of the company's overall capital structure. Moody's assigned a first time Speculative Grade Liquidity rating of SGL-2 to Angiotech. Refer to the speculative grade liquidity rating assessment on Angiotech for further details. American Medical Instrument Holdings, Inc., is a medical device company that manufactures and distributes needles, sutures, blades, biopsy instruments and other incision and wound care products used in the ophthalmology, orthopedics, plastic and reconstructive surgery, dental and cardiovascular surgery markets. AMI was formed in 2003 with the purchase of the company by Roundtable Healthcare Partners from the Marmon Group; currently, Roundtable owns 65% of the company and Marmon Medical Companies, LLC owns the remaining 35%. The company has a dedicated sales force for physician preference devices and strong original equipment manufacturer relationships. Angiotech Pharmaceuticals, Inc., founded in 1992, based in Vancouver, Canada, is a specialty pharmaceutical company, that focuses on drug-device combinations and drug-loaded surgical biomaterial implants.AOL LATIN: Delaware Bankruptcy Court Approves Disclosure Statement------------------------------------------------------------------The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved America Online Latin America, Inc., and its debtor-affiliates' Disclosure Statement explaining their Joint Plan of Reorganization and Liquidation. Judge Walrath determined that the Disclosure Statement contained adequate information -- the right amount of the right kind of information as required under Section 1125 of the Bankruptcy Code -- for creditors to make an informed decision about whether to vote to accept or reject the plan. The Debtors can now solicit acceptances of the Plan from impaired creditors. Overview of the PlanThe proposed Plan pays in full all unaffiliated general unsecured creditors who vote to accept the Plan and do not opt out of a general release. The Plan provides no distribution for equity interests.Other salient terms of the Plan include: (i) America Online Latin will be converted to a limited liability company and continue to exist as America Online Latin America, Inc., LLC; (ii) AOL Latin America Management LLC, AOL Puerto Rico Management Services, Inc., and America Online Caribbean Basin, Inc., will be dissolved on the effective date of the Plan; and (iii) a Liquidating LLC will be established and will hold Reorganized America Online Latin America, Inc., LLC, and certain of the Debtors' remaining assets. Treatment of ClaimsUnder the Plan, priority claims will be paid in full and in cash.Holders of secured claims will receive either: (1) the assets on which the holder has a lien on, or (2) proceeds from the sale of those assets. Holders of TW Party claims will receive: (a) certain assets related to AOL Puerto Rico valued at $15 million, and (b) either of these two treatments at the election of the Debtors: * LLC Option: The TW Parties will receive all the membership interests in the Liquidating LLC other than the interests that will go to general unsecured creditors, or * Cash Option: The TW Parties will receive all the membership interests in the Liquidating LLC. Cash will be set aside in a separate fund for general unsecured creditors.Time Warner will turn over to the Cisneros Group Parties 40% oftheir membership interest in the Liquidating LLC, subject to anadjustment based on: (a) the value of AOL Puerto Rico assets transferred to the TW parties, (b) the value of certain general unsecured claims of AOL, and (c) payment of all general unsecured creditors.General Unsecured Creditors will receive one of the two treatmentsat the election of the Debtors: (1) LLC Option: General Unsecured Creditors will receive interest in the Liquidating LLC on the effective date entitling them to receive their ratable share of available cash in future distributions, or (2) Cash Option: Cash will be set aside in a separate fund on the effective date and general unsecured creditors will receive their ratable share of cash from the fund.The Debtors tell the Court that their election of either optionwill have no impact on the recovery of general unsecuredcreditors.Series C Redeemable Convertible Preferred Stock of America OnlineLatin America, Inc., will be cancelled. On the Effective Date,Time Warner or the LLC Agents turn over to each of the CisneroGroup parties on an equal basis, the Series C BeneficialInterests.Subordinated Claims will be discharged and holders of those claimswill receive nothing under the plan.A full-text copy of the Disclosure Statement is available at no charge at http://ResearchArchives.com/t/s?606 A copy of the Disclosure Statement Order is available at no extra charge at http://ResearchArchives.com/t/s?608 Hearing to consider plan confirmation will start on April 25, 2006. Creditors have until April 3, 2006, 4:00 p.m. Eastern Time to vote on the Plan. Objections should also be in by that time. Headquartered in Fort Lauderdale, Florida, America Online LatinAmerica, Inc. -- http://www.aola.com/-- offers AOL-branded Internet service in Argentina, Brazil, Mexico, and Puerto Rico, aswell as localized content and online shopping over its proprietarynetwork. Principal shareholders in AOLA are Cisneros Group, oneof Latin America's largest media firms, Brazil's Banco Itau, andTime Warner, through America Online. The Company and its debtor-affiliates filed for chapter 11 protection on June 24, 2005(Bankr. D. Del. Case No. 05-11778). Pauline K. Morgan, Esq., andEdmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP andDouglas P. Bartner, Esq., at Shearman & Sterling LLP represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed total assets of$28,500,000 and total debts of $181,774,000.APRIA HEALTHCARE: Moody's Reviews Ba1 Rating and May Downgrade--------------------------------------------------------------Moody's Investors Services placed the ratings of Apria Healthcare Group Incorporated under review for possible downgrade, as a result of these factors: -- a deceleration in organic growth rates; -- current and potentially greater unfavorable trends in the level of Medicare reimbursement for oxygen equipment, respiratory drugs, and home medical equipment; -- contracting margins; -- operating and free cash flows lower than Moody's expectations; and -- the implementation of a major share repurchase program. Moody's notes that Medicare reimbursement for respiratory drugs will continue to be unfavorable in 2006, reflecting a reduction in administrative fees paid for inhalation drugs. Moody's rating review will focus primarily on the company's expected financial flexibility as well as projected credit metrics. The key factors to be considered in the analysis include the: -- impact of Medicare reimbursement changes on the provision of respiratory and durable equipment and services; -- effect of the company's restructuring initiatives; -- potential uses of the company's free cash flow, existing cash and revolver usage; and -- company's strategy to resume organic growth. Moody's believes that the reimbursement environment for those Medicare patients receiving respiratory services and durable medical equipment will continue to remain unfavorable. In particular, Medicare intends to implement competitive bidding in 2007 within 10 major markets and a full roll out of up to 30 major markets is expected by 2009. While competitive bidding could potentially result in higher volume for larger providers such as Apria, there is a risk that prices will be cut, thus pressuring margins. Further, Congress is considering reducing the rental life of oxygen equipment and other home equipment from 36 months to 13 months, which would reduce reimbursement over the life of the equipment. This rating was placed under review for possible downgrade: * Corporate Family Rating, rated Ba1 These ratings were withdrawn and are no longer rated by Moody's: * $100 Million Senior Secured Credit Facility, Ba1 * $125 Million Senior Secured Tranche A Term Loan, Ba1 * $175 Million Senior Secured Tranche A Term Loan, Ba1 Apria Healthcare Group, Inc., headquartered in Costa Mesa, California, provides respiratory therapy, home infusion and home medical equipment. Revenues were almost $1.5 billion for the twelve months ended Dec. 31, 2005. ATA AIRLINES: Court Okays Stipulation Settling 2000 EETC Claims---------------------------------------------------------------Prior to ATA Airlines, Inc., and its debtor-affiliates' chapter 11 filing, certain of the Debtors leased seven aircraft -- the 2000 EETC Aircraft -- pursuant to a leveraged lease transaction. Wilmington Trust Company participated in the 2000 EETC Transaction as the indenture trustee, loan trustee, and subordination agent for each of the 2000 EETC Aircraft.Wilmington Trust, as indenture trustee, was a party with certain of the Reorganizing Debtors under each of the 2000 EETC Aircraft lease agreements.After the Petition Date, the Debtors rejected the Leases for the 2000 EETC Aircraft. Ambac Assurance Corp., the insurer for the senior tranche of debt under the 2000 EETC Transaction, foreclosed on each of the 2000 EETC Aircraft.As a result, Wilmington Trust filed Claim Nos. 1246, 1811, 1812, 1813, 1814, 1815, 1816 and 1817 against the Debtors.The Debtors objected to the WTC 2000 EETC Claims as they pertained to the Leases on these grounds: -- improper amount; -- insufficient documentation or explanation; and -- improper classification.After arm's-length negotiations between the Reorganizing Debtors and Wilmington Trust, the parties agree that: (a) Claim No. 1811 will be allowed for $82,000,000 as Wilmington Trust's one and only claim under the Leases against ATA Airlines, Inc.; (b) Claim No. 1246 will be allowed for $82,000,000 as Wilmington Trust's one and only claim under the Leases against ATA Holdings Corp.; (c) Claim Nos. 1812, 1813, 1814, 1815, 1816 and 1817 will be allowed for $0; (d) Wilmington Trust acknowledges that pursuant to the operation of the Reorganizing Debtors' confirmed Plan, Wilmington Trust will receive a distribution pursuant only to one of either Claim No. 1811 or 1246; and (e) Nothing will be deemed to waive, impair or otherwise affect any contractual or common law rights, obligations or remedies Wilmington Trust may have or owe to non-Debtor third parties under the Leases or related agreements under the 2000 EETC Transaction, or that non-Debtor third parties may have or owe to Wilmington Trust.Judge Lorch approved the stipulation in its entirety at a recent hearing. Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATAHoldings 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. TheCompany and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. Daniel H. Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents theOfficial Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts. (ATA Airlines Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)ATA AIRLINES: Settles Dispute Over John Hancock's Unsecured Claims------------------------------------------------------------------As previously reported, ATA Airlines, Inc., and John HancockLeasing Corporation were parties to an aircraft sale and lease agreement dated Aug. 15, 1997. Pursuant to the Lease, ATA Airlines leased from John Hancock: * a Boeing 727-290 bearing FAA registration no. N775AT; * three Pratt & Whitney Model JT8D-FAA registration no. N775AT; and * three Pratt & Whitney Model JT8D-17 engines.In addition to the Lease, ATA Airlines and John Hancock were parties to a number of ancillary agreements and documents related to the transaction set forth in the Lease.On Jan. 3, 2005, the U.S. Bankruptcy Court for the Southern District of New York authorized the Debtors to reject the Lease. Hancock Leasing filed numerous claims against the estates of ATA Airlines and ATA Holdings, Inc., asserting general unsecured non-priority damages claims arising from the rejection of the Lease as well as various administrative expense claims.Subsequently, John Hancock's administrative expense claims related to the airframe, engines and all other property leased by the Debtors have been resolved by a Court-approved settlement agreement.To resolve John Hancock's claims for all unsecured non-priority claims or damages related to the Lease, John Hancock and theReorganizing Debtors stipulate that John Hancock's Claim No. 1380 will be amended and allowed against the estate of ATA Airlines for $2,000,188 as a general unsecured non-priority claim.Allowance of the $2,000,188 Claim fully resolves all of JohnHancock's Aircraft Claims against the Reorganizing Debtors, or any of the other Debtors, including Claim Nos. 1274, 1275, 1284, 1285 and 1378, which will be disallowed and expunged in their entirety.Judge Lorch put his stamp of approval on a stipulation memorializing this resolution. Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATAHoldings 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. TheCompany and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. Daniel H. Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents theOfficial Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts. (ATA Airlines Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)ATLANTIC GULF: Trustee Wants to Sell 185 Tennessee Lots for $770K-----------------------------------------------------------------Michael B. Joseph, the chapter 7 trustee appointed in Atlantic Gulf Communities Corporation and its debtor-affiliates' bankruptcy cases, asks the U.S. Bankruptcy Court for the District of Delaware for authority to sell 185 real property lots located in Cumberland Lakes, Tennessee, to David Fetzner and Aldo DiSorbo free and clear of any and all liens, claims, interests and encumbrances.Pursuant to a Sale Contract dated ______, the Trustee will transfer all of the Debtors' right, title and interest in and to the 251.60-acre property for $770,000, subject to certain adjustments, including the satisfaction of about $140,000 of delinquent real estate taxes. The transaction is a cash deal with no financing or inspection contingencies.The Trustee tells the Court that he estimated about $160,000 owed for unpaid Property Owners Association fees. Only to the extent that this claim represents a lien against the property senior to the liens of the Term Loan Lenders does the Trustee propose to pay these fees at closing.The Buyers will pay the administrative closing costs and transfer taxes, estimated at $8,000. The Trustee estimates the estate will receive $470,000 in net sale proceeds at closing.Mr. Joseph further proposes to satisfy at settlement all tax liens inasmuch as those liens are secured claims and would otherwise be unaffected by the chapter 7 proceeding.A full-text copy of the Contract of Sale is available for free athttp://researcharchives.com/t/s?60c The Court will convene a sale hearing on March 17, 2006, at 9:30 a.m., to consider the Debtors' request.Headquartered in Fort Lauderdale, Florida, Atlantic Gulf Communities Corporation was a developer and operator of luxury residential real estate communities. The Company and its affiliates filed for chapter 11 protection on May 1, 2001 (Bankr. D. Del. Case Nos. 01-01594 through 01-01597). Michael R. Lastowski, Esq., at Duane Morris LLP represents the Debtor. The Bankruptcy Court converted the Debtors' chapter 11 cases to a chapter 7 liquidation proceeding on June 18, 2002. Michael B. Joseph is the chapter 7 Truste for the Debtors' estates. John D. McLaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP represents the chapter 11 Trustee. When the Debtors filed for chapter 11 protection, they listed $148,546,000 in assets and $170,251,000 in liabilities.ATLANTIC MUTUAL: S&P Cuts Surplus Notes' Ratings to CCC from B+---------------------------------------------------------------Standard & Poor's Ratings Services lowered its counterparty credit rating on Atlantic Mutual Insurance Co. to 'B+' from 'BB+' and placed the rating on CreditWatch with negative implications. At the same time, Standard & Poor's lowered its rating on Atlantic Mutual's surplus notes to 'CCC' from 'B+' and also placed this rating on CreditWatch with negative implications. "Because surplus notes have increased as a proportion of total surplus, the risk of default on the surplus notes has increased and for this reason the notching on the surplus notes was increased," explained Standard & Poor's credit analyst Jason Jones. The company's surplus declined to $141 million as of year-end 2005, primarily due to adverse development on prior year reserves. "Reported results and surplus were well below our expectations, resulting in the rating action," Mr. Jones added. "Atlantic Mutual's capital adequacy was materially weakened by its fourth-quarter loss, and quality of capital weakened because the $115 million of surplus notes now constitute about 80% of total surplus." The company's regulator approved an interest payment on the surplus notes in February 2006. The risk-based capital (RBC) ratio for Atlantic Mutual was about 250% at year-end and the RBC of its subsidiary Centennial Insurance Co. was about 500%, both of which are more than the company action level. Standard & Poor's intends to discuss the reasons for poor results in the fourth quarter of 2005 with the company in the near term and resolve the CreditWatch shortly thereafter. The ratings could be affirmed or they could be lowered further. Some of the factors that could affect the rating outcome are: * the potential impact on the strategic alliance with Countrywide Financial Corp.; * whether the cause of loss reserve deterioration can be remedied; * potential benefits from reinsurance; and * possible changes to surplus note interest paying capacity.BALL CORP: Moody's Rates Proposed $450 Mil. Senior Notes at Ba2---------------------------------------------------------------Moody's Investors Service assigned ratings to Ball Corporation's proposed $500 million senior secured term loan D, rated Ba1, and proposed $450 million senior unsecured notes due 2016-2018, rated Ba2. Moody's also affirmed existing ratings, which include Ba1 ratings on $1.475 billion senior secured credit facilities and $550 million senior unsecured notes due Dec. 12, 2012. The ratings outlook is stable. The ratings are subject to review of final documentation. Ball Corporation intends to use the $950 million in proceeds from the transactions to fund acquisition of the U.S. and Argentinean operations of U.S. Can Corporation, acquire the polypropylene and polyethylene terephthalate bottle business of Alcan Inc., repay approximately $550 million of U.S. Can debt, pay associated fees and expenses, and fund various other corporate expenditures. The purchase price for U.S. Can of $595 million represents an EBITDA multiple of about 7.8x before synergies that are expected to exceed $20 million. The purchase price of the Alcan assets is $180 million. Ball's post-transaction credit profile will be weak for the current ratings. Pro forma adjusted total debt to EBITDA rises to about 4.3x, or about 3.5x excluding effects of pensions and operating leases. Moody's expects operating profitability and interest coverage to remain healthy, with the former continuing above 8% and the latter above 4.5x on an unadjusted basis. Moody's anticipates that post-acquisition Ball will scale back share repurchases and place emphasis on reducing leverage over the course of the next two years to return the credit profile to be more in line with the current rating. Moody's notes that Ball is in the second year of a three-year capital expenditure program designed to increase operating efficiency and that about half of Ball's expected 2006 capital expenditures is discretionary. An expectation that annual capital expenditures will fall back to more normalized levels after 2007 is built into the ratings. Should another acquisition, new shareholder initiative, integration difficulties, or exogenous shock result in a further increase in leverage, the ratings would come under pressure and likely be lowered. Ball is expected to have significant liquidity upon close of the transaction. Ball will have about $551 million in availability under its $715 multicurrency revolver. New borrowings will be restricted by financial covenants that are expected to limit total debt to EBITDA to a maximum of 3.75x and EBITDA coverage of cash interest to a minimum of 3.50x. The ratings benefit from Ball's scale, geographic diversification, broad customer base, and increasing diversity in product mix, as well as Ball's position as one of four leading companies that supply the North American market for metal food & beverage containers and one of three that supply the European market. The ratings also benefit from Ball's acquisition history and demonstrated track record of leverage reduction, with adjusted total debt to EBITDA having fallen from about 5.7x at year-end 2002 to a level prior to the U.S. Can announcement of about 3.3x. Moody's expects that the acquisition of U.S. Can's operations will provide Ball with a leading market position in aerosol cans and opportunities for cost reduction and supply chain efficiencies as the acquisition nearly doubles Ball's purchase of tinplate. The addition of the Alcan assets is expected to expand Ball's customer base among food producers and provide new plastic bottle technologies. The combined acquisitions are expected to be additive to cash flow from operations and free cash flow in the first year of operation. Moody's expects Ball to maintain annual cash flow from operations of over $600 million through the intermediate term. The ratings are constrained by Ball's aggressive financial policy, as well as the risks of integrating the operations of the acquired companies. Of Ball's expected $600 million in cash from operations in 2006, Moody's anticipates that Ball will allocate over $310 million to capital expenditures, up to $50 million to share repurchases, and $40 million to common stock dividends. The Ba1 ratings on the senior secured facilities reflect the guarantee and security agreements, as well as strong enterprise value coverage. The preponderance of the secured debt in the capital structure and the lack of other than stock pledges in the security package prevent notching above the corporate family rating. Ball Corporation and its material U.S. subsidiaries guarantee all of the secured facilities, including those at Ball European Holdings and Ball Canada. The European operations, including Ball Holdings, SARL and material European subsidiaries, guarantee the secured facilities at Ball European Holdings, SARL. Security consists of a 100% stock pledge by Ball Corporation and its material U.S. subsidiaries for all of the secured facilities, a 100% stock pledge by material European subsidiaries for the European exposures, and a 65% stock pledge by Ball Pan-European Holdings, Inc., for the North American exposures. The Ba2 ratings for the senior unsecured notes reflect effective subordination to the sizable amount of secured debt in the capital structure. The notes are supported by guarantees from Ball's material U.S. domestic subsidiaries. The stable ratings outlook reflects Ball's continued strong business profile, liquidity, access to financial markets, and track record of managing acquisitions through a difficult operating environment. The outlook could be revised to positive if Ball achieves and maintains adjusted total debt to EBITDA below 3.0x, retained cash flow to debt above 30%, and free cash flow to debt above 12%. The outlook or ratings would likely be lowered in the event that an acquisition, integration difficulties, shareholder enhancement initiatives, deterioration in the operating environment, or exogenous shock results in an increase in leverage or decrease in free cash flow from current levels. Moody's assigned these ratings: * $500 million proposed Senior Secured Term Loan D due 2012, rated Ba1 * $450 million proposed Senior Unsecured Notes due 2016-18, rated Ba2 Moody's affirmed the ratings on the existing secured credit facilities that have maturities that are to be extended by one year: * $715 million Senior Secured Multi-currency Revolver maturing 2011, affirmed Ba1 * $35 million Senior Secured Revolver maturing 2011, affirmed Ba1 * $146 million Senior Secured Term Loan A due 2011, affirmed Ba1 * $415 million Senior Secured Term Loan B due 2011, affirmed Ba1 * $142 million Senior Secured Term Loan C due 2011, affirmed Ba1 Moody's also affirmed these ratings: * $550 million 6.875% Senior Unsecured Notes due Dec. 12, 2012, affirmed Ba2 * Corporate Family Rating, affirmed Ba1 Headquartered in Broomfield, Colorado, Ball Corporation, a holding company, through its subsidiaries is a manufacturer of metal and plastic packaging, primarily for beverages and foods, and a supplier of aerospace and other technologies and services to commercial and government customers. Revenue for the fiscal year ended Dec. 31, 2005 was $5.8 billion. BEAR STEARNS: Fitch Affirms Two Cert. Class Ratings at Low-Bs-------------------------------------------------------------Fitch Ratings affirms these Bear Stearns ABS mortgage pass-through certificates: Series 2004-SD2: -- Class A at 'AAA' -- Class B-1 at 'AA' -- Class B-2 at 'A' -- Class B-3 at 'BBB' -- Class B-4 at 'BB' -- Class B-5 at 'B'At issuance, the collateral in the mortgage pool consisted of issued loans that may not have satisfied the underwriting guidelines of the various originators. Approximately: * 54.35% of the loans had pay history issues, * 35.82% of the loans had underwriting issues, * 5.42% of the loans had documentation issues, and * 4.41% if the loans had other issues. The transaction comprises four groups of mortgage loans, secured by first liens on primarily one- to four-family residential properties. A total of 443 loans remain in the pools. The groups consist of fully amortizing, adjustable rate and hybrid mortgage loans. At the cut-off date, the loans were seasoned at a weighted average of 26 months, had a weighted average LTV of 76.97% (28.97% considered High LTV), and approximately 19.11% of the loans were covered by a PMI policy. A majority of the loans were concentrated in the states of: * California (28.87%), * New Jersey (8.73%), and * New York (6.81%). The largest originator of the mortgage loans is Wells Fargo Home Mortgage, Inc., and the largest servicer is EMC Mortgage Corporation, which has a rating of 'RPS1' provided by Fitch.The affirmations are due to satisfactory relationships of credit enhancement to expected future losses, and affect approximately $85.31 million in outstanding certificates. The rated bonds do not benefit from excess spread or overcollateralization, but do benefit from the non-rated B-6 bond (which absorbs all mortgage losses prior to the rated classes). The B-6 bond has approximately $6.22 million outstanding, which represents 7.14% of the pool. The amount of cumulative losses the bond has experienced to date is only $349,296; representing 0.18% of the initial balance.The pool factor (current collateral balance as a percentage of the initial collateral balance) is approximately 46%, and the transaction is 22 months seasoned.BIOVEST INTERNATIONAL: Equity Deficit Tops $5.8 Million at Dec. 31------------------------------------------------------------------Biovest International, Inc., delivered its financial statements for the first fiscal quarter ended Dec. 31, 2005, to the Securities and Exchange Commission.Biovest incurred $3,014,000 net loss on $1,085,000 of total revenues for the three months ended Dec. 31, 2005. At Dec. 31, 2005, Biovest's balance sheet shows $4,713,000 in total assets and $10,515,000 in total liabilities, resulting in a $5,802,000 stockholders' equity deficit.Biovest's Dec. 31 balance sheet also shows strained liquidity with $1,231,000 in total current assets available to pay $10,428,000 of total current liabilities coming due within the next 12 months.A full-text copy of Biovest's financial statements for the first fiscal quarter ended Dec. 31, 2005, is available for free at http://ResearchArchives.com/t/s?605 Going Concern DoubtAidman Piser & Co., PA, expressed substantial doubt about BiovestInternational, Inc.'s ability to continue as a going concern afterit audited the Company's financial statements for the fiscal yearsended Sept. 30, 2005, and 2004. The auditing firm pointed to theCompany's significant losses and working capital deficit atSept. 30, 2005.BioVest International, Inc. -- http://www.biovest.com/-- is a biotechnology company that provides cell culture services toresearch institutions and the biopharmaceutical industry. BioVestalso develops, manufactures and markets cell culture systems. Forover 10 years the company has been designated, by the NationalInstitutes of Health, as the National Cell Culture Center. Through its proprietary technology, BioVest provides cell cultureservices to research institutions, biotechnology companies and thepharmaceutical industry. The company is the holder of aCooperative Research and Development Agreement with the NationalCancer Institute for the commercialization of a personalizedbiologic therapeutic cancer vaccine for the treatment of non-Hodgkin's lymphoma currently in its phase III pivotal trial.At Dec. 31, 2005, Biovest's stockholders' equity deficit reached $5,802,000 compared to a $5,162,000 deficit at Sept. 30, 2005.BMC INDUSTRIES: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------Habbo G. Fokkena, the U.S. Trustee for Region 12, tells the U.S. Bankruptcy Court for the District of Minnesota that BMC Industries, Inc., and its debtor-affiliates' proposed Plan of Reorganization and its accompanying Disclosure Statement don't contain adequate information as required by Section 1125(a) of the Bankruptcy Code.Mr. Fokkena says that the Debtors must resolve six deficiencies before their Disclosure Statement can be approved: a) the Disclosure Statement fails to explain to unsecured trade creditors that the Debtors may be administratively insolvent. The U.S. Trustee explains that the Debtors could become administratively insolvent based on Insight Equity's asserted $2 million administrative expense claim for working capital adjustments, combined with their prepetition lenders' stand not to reimburse those funds under the final DIP financing order; b) the Disclosure Statement and Plan does not include the expected distributions to general unsecured creditors if the Debtors become administratively solvent. Specifically, the U.S. Trustee wants the Disclosure Statement to state the total expected allowed claims and the percentage payment of general unsecured creditors under a sharing arrangement with prepetition lenders; c) the Disclosure Statement and Plan does not include information on the proposed "Liquidating Trust" to be set pursuant to the Plan; d) the Disclosure Statement and Plan fails to provide estimates of the costs of liquidating, including remaining unclassified administrative expense claims for professionals to be paid on or about the effective date, and also the costs and fees going forward for the Liquidating Agent under the Liquidating Trust; e) the Disclosure Statement lacks information on how Frank Kundrat and Gerald Becker's claims will be treated if ongoing litigation with the Debtors will be ultimately resolved in their favor; f) the Disclosure Statement is not clear whether the Debtors intend to terminate all buying and selling of claims once the Plan of Reorganization is confirmed. Mr. Fokkena adds that the Disclosure Statement is unduly verbose given the fact that it simply proposes to distribute the proceeds of assets that have already been sold. The U.S. Trustee questions if the heavy document is simply an attempt to unnecessarily confuse voting creditors.The Hon. Robert J. Kressel will convene a hearing at 10:30 a.m., on March 15, 2006, to consider the adequacy of the Debtors' Disclosure Statement. Debtor's PlanAs reported in the Troubled Company Reporter on Feb. 15, 2006, the Debtors' Plan provides for the substantive consolidation of their estates. A Liquidating Trust will be created for the benefit of holders ofAllowed General Unsecured Claims and Allowed Prepetition LenderClaims. The Liquidating Trustee will be appointed to administerthe Debtors' estates and implement the terms of the Plan. Treatment of Claims and Interests1) Prepetition Lender Claims consist of approximately $123,800,000 of loans under a Prepetition Loan Agreement between the Debtors and the Prepetition Lenders. On or after the effective date, the Liquidating Trustee will make an entry in the books and records of the Liquidating Trust to allocate to the Agent Bank for the benefit of the Prepetition Lenders, a beneficial interest in the Liquidating Trust. The beneficial interests is equal to the amount allocable to the Prepetition Lenders under the terms of a Sharing Arrangement between the Agent Bank, the Unsecured Creditors Committee and the Debtors, plus all sums held in the Wind Down-Reserve and the Professional Fee Carveout Reserve.2) Other Secured Claims will receive: a) cash equal to 100% of the unpaid amount of the Other Secured Claims and the proceeds of the sale or disposition of the Collateral securing those claims to the extent of the value of those holders' secured interest in the Claim, net of the costs of disposition of that Collateral; and b) the Collateral securing the Claim and a treatment that leaves unaltered the legal, equitable, and contractual rights to which the holder of that Claim is entitled;3) Priority Non-Tax Claims will receive cash equal to the allowed amount of those claims.4) General Unsecured Claims will receive the pro rata share of the beneficial interests in the Liquidating Trust equal to the amount allocable to holders of those Claims under the terms of the Sharing Arrangement. The Liquidating Trustee will make an entry into the books and records of the Liquidating Trust to allocate the pro rata pro rata share of the beneficial interests in the Liquidating Trust to each holder of an allowed General Unsecured Claim.5) Equity Interests will be cancelled on the effective date and will not receive or retain any property or interest under the Plan.A full-text copy of the Disclosure Statement explaining the Planis available for a fee at: http://www.researcharchives.com/bin/download?id=060214214635 Headquartered in Ramsey, Minnesota, BMC Industries Inc. --http://www.bmcind.com/-- is a multinational manufacturer and distributor of high-volume precision products in two businesssegments, Optical Products and Buckbee Mears. The Company, alongwith its affiliates, filed for chapter 11 protection (Bankr. D.Minn. Case No. 04-43515) on June 23, 2004. Jeff J. Friedman,Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,Esq., at Fredrikson & Byron, P.A., represent the Debtors in thererestructuring efforts. Thomas J. Flynn, Esq., at Larkin, Hoffman, Daly & Lindgren, Ltd., represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection fromits creditors, it listed $105,253,000 in assets and $164,751,000in liabilities.BRANDYWINE REALTY: Earns $8.6 Million in Fourth Quarter 2005------------------------------------------------------------Brandywine Realty Trust's (NYSE: BDN) net income was $8.6 million for the fourth quarter, an increase of $0.1 million, as compared to $8.5 million for the fourth quarter of 2004.Net income was $42.8 million for the year ended Dec. 31, 2005, a decrease of $17.5 million, as compared to $60.3 million for the year ended Dec. 31, 2004. Net income in 2004 included a $4.5 million gain on the redemption of preferred shares.Diluted funds from operations was $36.0 million for the fourth quarter of 2005 compared to $38.9 million for the fourth quarter of 2004. FFO for the fourth quarter of 2005 excludes a previously disclosed $1.9 million write-off of deferred financing costs as a result of the termination of a $450 million line of credit upon entering into a new $600 million credit agreement on Dec. 22, 2005. FFO for the fourth quarter of 2004 excludes a $3.0 million write-off of deferred financing costs associated with the repayment of two unsecured term loans.FFO for the year ended Dec. 31, 2005, was $143.7 million compared to $133.9 million 2004. FFO for 2005 excludes the write-off of $1.9 million in deferred financing costs. FFO for 2004 excludes the write-off of $3.0 million in deferred financing costs in the fourth quarter and a gain of $4.5 million related to redemptions in February 2004 of preferred units in the Company's operating partnership."Our strong performance in the fourth quarter is a testament to our operations and leasing team, Brandywine President and Chief Executive Officer, Gerard H. Sweeney, commented. "We did not miss a beat while working through the process of planning for the Jan. 5, 2006, closing of the Prentiss transaction." Mr. Sweeney went on to say, "Our focus on our markets is reflected in both the strong tenant retention and positive absorption in the portfolio during the quarter. We are also delighted to have achieved our first year Dallas recycling target so soon after closing and we look forward to assessing reinvestment alternatives." Recent Financing TransactionsOn Dec. 20, 2005, the Company's operating partnership sold $300 million of 5.625% unsecured notes due Dec. 15, 2010. Net proceeds were used to reduce outstanding borrowings under the Company's revolving credit facility.On Jan. 5, 2006, the Company entered into a $750 million term loan agreement. The proceeds of the term loan, along with other sources of funds, were used to fund a portion of the cash consideration payable in the acquisition of Prentiss. The term loan matures on Jan. 4, 2007, and currently bears interest at Libor plus 1.0%.With headquarters in Plymouth Meeting, Pennsylvania and regionaloffices in Mt. Laurel, New Jersey and Richmond, Virginia, Brandywine Realty Trust -- http://www.brandywinerealty.com/-- is one of the Mid-Atlantic region's largest full service real estatecompanies. Brandywine owns, manages or has an ownership interestin 299 office and industrial properties, aggregating 24.2 millionsquare feet. * * *As reported in the Troubled Company Reporter on Oct. 5, 2005,Moody's Investors Service affirmed Brandywine Realty Operating Partnership, L.P.'s Baa3 senior unsecured debt, (P)Baa3 senior debt shelf, and (P)Ba1 subordinated debt shelf ratings, and and Brandywine Realty Trust's preferred stock shelf at (P)Ba1. The rating outlook, Moody's said, remains stable.BREUNERS HOME: Trustee Prepares to Pay Chapter 11 Admin. Claims---------------------------------------------------------------Montague S. Claybrook, the Chapter 7 Trustee overseeing the liquidation of Breuners Home Furnishings Corp. and its debtor-affiliates, asks the U.S. Bankruptcy Court for the District of Delaware for authority to make interim distributions to certain holders of administrative expense claims arising during their chapter 11 cases. The Debtors operated their businesses under chapter 11 protection until their cases were converted to liquidation proceedings under Chapter 7. Because of these operations, the Debtors incurred postpetition debts that are entitled to administrative expense priority under Section 503(b) of the Bankruptcy Code.Mr. Claybrook wants to pay these administrative expense claims: Claimant Amount -------- ------ Control Building Services, Inc. $27,987.37 Phillips Office Products, Inc. 4,955.55 Darby Corporation 6,266.05 Gage II Family Ltd. Partnership 70,000.00 Public Service Electric and Gas Co. 21,824.20 Offic. Commit. Of Unsecured Creditors 5,579.46 Broyhill Furniture Industries, Inc. 49,569.51 17 Butler Street LLC 17,622.58 Connecticut General Life Ins. Co. 32,910.87 B.L.R. Realty Co. et al. 116,942.90 GHP Buxton, LLC, 559 West 164th Buxton, LLC 2,591.57The Trustee assures the Bankruptcy Court that the Debtors' estates have sufficient funds to fund the proposed interim distribution to allowed administrative expense claimants. The Trustee anticipates that there will be sufficient funds to make distributions to the Debtors' unsecured creditors even after the proposed interim payment.Headquartered in Lancaster, Pennsylvania, Breuners HomeFurnishings Corp. -- http://www.bhfc.com/-- is one of the largest national furniture retailers focused on the middle theupper-end segment of the market. The Company and its debtor-affiliates, filed for chapter 11 protection on July 14, 2004(Bankr. Del. Case No. 04-12030). Bruce Grohsgal, Esq., and LauraDavis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &Weintraub, P.C., represent the Debtors. Great American Group, Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought on board within the first 30 days of the bankruptcy filing to conduct Going-Out-of-Business sales at the furniture retailer's 47 stores. The Bankruptcy Court converted the case to a Chapter 7 liquidation on Feb. 8, 2005. Montague S. Claybrook serves as the Chapter 7 Trustee. Mr. Claybrook is represented by Michael G. Menkowitz, Esq., at Fox Rothschild LLP. When the Debtors filedfor chapter 11 protection, they reported more than $100 million inestimated assets and debts. BRIGHTPOINT INC: Holdings B.V. Unit Buys Persequor for $1 Million-----------------------------------------------------------------Brightpoint Holdings B.V., a subsidiary of Brightpoint, Inc., acquired all of the outstanding shares of Persequor Limited effective as of Jan. 1, 2006, for approximately $1 million.Previously, Persequor provided management services to Brightpoint Asia Limited and Brightpoint India Pvt. Limited and held a 15% partnership interest in Brightpoint India. In connection with the acquisition, the management services agreements with Persequor have been terminated and Brightpoint Holdings obtained ownership of Persequor's 15% interest in Brightpoint India. As a result of the acquisition of Persequor and the termination of the Management Services Agreements, the sales and marketing efforts for Brightpoint Asia and Brightpoint India, which were previously outsourced to Persequor, will now be handled internally. Immediately prior to the acquisition, Persequor was controlled by John Alexander Du Plessis Currie, the former Managing Director of Brightpoint's operations in the Middle East.Brightpoint Asia has entered into an employment agreement with Mr. Currie, pursuant to which Mr. Currie will become the President - Emerging Markets. To convince Mr. Currie to work for Brightpoint Asia, the Company awarded Currie 100,000 shares of its unregistered common stock which vest as to 1/8th of the shares on each of the first eight anniversaries of the date of grant, subject to the terms and conditions of a restricted stock agreement between the Company and Mr. Currie. Brightpoint, Inc. -- http://www.brightpoint.com/-- is one of the world's largest distributors of mobile phones. Brightpointsupports the global wireless telecommunications and data industry,providing quickly deployed, flexible and cost effective solutions. Brightpoint's innovative services include distribution, channelmanagement, fulfillment, eBusiness solutions and other outsourcedservices that integrate seamlessly with its customers. * * *As reported in the Troubled Company Reporter on Feb. 9, 2005, Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Indianapolis, Indiana-based Brightpoint Inc., and revised its outlook on the company to positive from stable.CARIBE INFORMATION: S&P Rates Proposed $165 Million Facility at B-----------------------------------------------------------------Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to San Juan, Puerto Rico-based Caribe Information Investment Inc. At the same time, Standard & Poor's assigned its 'B' bank loan rating and a '3' recovery rating to the company's proposed $165 million senior secured credit facility, reflecting the expectation for meaningful recovery in a simulated payment default scenario. The credit facility is comprised of a $155 million term loan due 2013 and a $10 million revolver due 2012. The outlook is stable. Proceeds from the credit facility will be used to partially fund the acquisition of Caribe for about $260 million by Welsh, Carson, Anderson & Stowe (WCAS) from Verizon Information Services. In addition, WCAS is contributing $72 million in equity and will be the holder of $45 million in unrated subordinated notes, issued by Caribe, to fund the acquisition. Caribe is a holding company that owns: * 60% of the incumbent directory publisher in Puerto Rico; * 100% of the incumbent directory publisher in the Dominican Republic; and * rights to receive a directory publishing rights royalty payment from incumbent Puerto Rico Telephone Company Inc.CHEVY CHASE: S&P Upgrades Counterparty Rating to BBB- from BB+--------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on Chevy Chase Bank FSB and Chevy's parent, B.F. Saul Real Estate Investment Trust, including Chevy's long-term counterparty rating, which was raised to 'BBB-' from 'BB+'. The ratings were removed from CreditWatch with positive implications, where they were placed on Jan. 12, 2006. The outlooks for both Chevy and its parent are stable. "The upgrades are based on Chevy's sound expansion in the attractive suburban Washington, D.C., markets, incremental deposit growth, an improving credit risk profile, and more robust though more volatile earnings," said Standard & Poor's credit analyst Michael Driscoll. "The ratings also consider Chevy's low capital metrics and high expense base." As an area with higher per capita income and population growth than most, the metropolitan Washington, D.C. area is a very attractive market. Additionally, the area has proven to be more resilient to economic downturns. With 251 branches and $14.5 billion in assets, Chevy is the largest independent bank headquartered in the area, which provides it with a compelling marketing tool. The full grade differential between Chevy and its parent, B.F. Saul, reflects: * Standard & Poor's concerns of extreme double leverage of 164%; * weak capital levels; and * the fact that B.F. Saul operates at a loss. Mitigating these concerns is the fact that B.F. Saul's operating loss would be positive if depreciation were added back. Also, on an operating cash basis, B.F. Saul is cash flow positive even if dividend and tax-sharing payments from Chevy are excluded. The stable outlook incorporates Standard & Poor's belief that Chevy will be able to maintain sufficient origination volume to keep earnings at or close to current levels in what is expected to be a more difficult mortgage banking operating environment. COLLINS & AIKMAN: Court Approves Hilco's Expanded Appointment-------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Michigan permitted Collins & Aikman Corporation and its debtor-affiliates to expand the scope of Hilco Appraisal Services, LLC's employment.As reported in the Troubled Company Reporter on Feb. 21, 2006, the Debtors sought the Court's authority to expand, effective Jan. 11, 2006, the scope of Hilco's employment to authorize Hilco to: (a) review and physically appraise the Debtors' machinery and equipment to determine their fair market value, gross liquidation value and remaining useful life; and (b) provide the Debtors: (1) a pictorial record of the machinery and equipment as of the date of appraisal; (2) an opinion of the fair market value and gross liquidation value the Debtors may receive on sale of the appraised machinery and equipment; and (3) a report, in letterform, of the total value of the machinery and equipment with a statement of conditions and a signed certificate of appraisal.The Debtors had previously obtained permission from the Bankruptcy Court to employ Hilco appraisal Services, LLC, as their personal property appraiser. The Debtors will pay Hilco a $35,000 fixed fee and reimburse the firm for any customary, travel expenses.If Hilco is required to give expert witness testimony with respect to its appraisal services, the Debtors will pay Hilco: * $300 per hour for research and client consultation; * $2,500 per day for deposition and court testimony including travel days; and * a reimbursement for all normal and customary administrative and travel expenses.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 leadingsupplier of instrument panels, automotive fabric, plastic-basedtrim, and convertible top systems. The Company has a workforce ofapproximately 23,000 and a network of more than 100 technicalcenters, sales offices and manufacturing sites in 17 countriesthroughout the world. The Company and its debtor-affiliates filedfor chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. CaseNo. 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, representsthe Official Committee of Unsecured Creditors Committee. When theDebtors 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. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)COLLINS & AIKMAN: Wants Court to Approve Stipulation With Engel---------------------------------------------------------------Collins & Aikman Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Michigan to approve their stipulation with Engel Canada, Inc. Before the Debtors filed for bankruptcy, the Debtors purchased from Engel an injection molding machine, Model No. Victory 1350/200 Tech U.S. Serial No. 71737/200/04. Engel believes that it is owed $215,495 for the Machine. Engel further believes that it holds a valid, perfected purchase money security interest in the Machine that secures the alleged indebtedness. Postpetition, Engel asked the Debtors to adequately protect its interest in the collateral from diminution in value on account of the Debtors' continued use of the Machine. After arm's-length negotiations, the Debtors and Engel entered into stipulation pursuant to which the Debtors agree to pay Engel adequate protection payments of $1,500 per month commencing on Nov. 1, 2005, and continuing for so long as the Debtors' have possession of the Machine. 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 leadingsupplier of instrument panels, automotive fabric, plastic-basedtrim, and convertible top systems. The Company has a workforce ofapproximately 23,000 and a network of more than 100 technicalcenters, sales offices and manufacturing sites in 17 countriesthroughout the world. The Company and its debtor-affiliates filedfor chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. CaseNo. 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, representsthe Official Committee of Unsecured Creditors Committee. When theDebtors 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. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000) COLLINS & AIKMAN: Sidler Agrees to Release Molds------------------------------------------------Collins & Aikman Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Michigan to approve a settlement agreement with Sidler, Inc. Sidler filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division in Detroit, on Nov. 29, 2005.Prior to November 29, Sidler supplied the Debtors with certain component parts that were, in turn, supplied by the Debtors to original equipment manufacturers in the automotive industry like General Motors Corporation and DaimlerChrysler Corporation, and other automotive suppliers in the industry for which the Debtors serve as Tier II suppliers.Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Bloomfield Hills, Michigan, relates that in connection with production for the Debtors, Sidler was in possession of certain molds owned by the Customers that was necessary to manufacture the component parts.In December 2005, Sidler advised the Debtors that it was shutting down its operations and, therefore, would be ceasing production of component parts for them. Sidler believes that it had a valid lien on the Molds and would not release them unless the Debtors paid $704,000 in prepetition amounts owed.The Debtors responded that they were prohibited from paying as a consequence of their pending Chapter 11 proceeding. The Debtors expected Sidler to release the Molds because they believe that Sidler did not have a valid lien in the Molds.Mr. Fischer points out that without immediate possession of the Molds, the Debtors would not have been able to supply component parts to their Customers thereby jeopardizing the Customers' supple lines.In an effort to resolve their dispute, the parties engaged in extensive negotiations over several days. As a result, the parties agree that: a. Sidler will immediately release the Molds to the Debtors; b. In the event that the Court determines that Sidler had a valid lien in the Molds, Sidler would have an allowed administrative expense claim in the Debtors' Chapter 11 cases to the extent of the value of the valid line in the Molds.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 leadingsupplier of instrument panels, automotive fabric, plastic-basedtrim, and convertible top systems. The Company has a workforce ofapproximately 23,000 and a network of more than 100 technicalcenters, sales offices and manufacturing sites in 17 countriesthroughout the world. The Company and its debtor-affiliates filedfor chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. CaseNo. 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, representsthe Official Committee of Unsecured Creditors Committee. When theDebtors 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. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)CONCEPT II: Case Summary & 20 Largest Unsecured Creditors---------------------------------------------------------Debtor: Concept II Graphics & Printing, Inc. 9004 - H Yellow Brick Road Baltimore, Maryland 21237Bankruptcy Case No.: 06-11110Type of Business: The Debtor offers printing services.Chapter 11 Petition Date: March 1, 2006Court: District of Maryland (Baltimore)Judge: E. Stephen DerbyDebtor's Counsel: John Douglas Burns, Esq. The Burns Law Firm, LLC 6303 Ivy Lane, Suite 102 Greenbelt, Maryland 20770 Tel: (301) 441-8780 Estimated Assets: $0 to $50,000Estimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Hewlett-Packard Financial $208,000 420 Mountain Avenue P.O. Box 6 Murray Hill, NJ 07974 GE Capital Corporate Finance $140,000 P.O. Box 953380 St. Louis, MO 63195 Citicapital - American Eq. Leasing $75,000 P.O. Box 7247-7878 Philadelphia, PA 19170 Chesapeake Industrial $72,000 XPEDX $62,955 De Lage Landen $54,000 Mutual Graphics $26,522 Indigo America $24,618 American Express $24,000 Yellow Brick Road LTD PTR II $23,440 Enovation Graphic $19,589 GMAC $19,000 Pavsner Press, Inc. $18,110 Wells Fargo $17,000 The Colad Groups $15,616 Macbain Painting $15,480 Citicorp Vendor Finance $15,000 United Parcel Service $13,782 MBNA-Platinum Plus For Business $13,000 American Express $12,998CONGOLEUM CORP: Plans to File Eighth Modified Plan by March 17--------------------------------------------------------------Congoleum Corporation and its debtor-affiliates informed the Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey that they would file an Eighth Modified Plan of Reorganization on or before March 17, 2006, to incorporate certain changes flowing from on-going negotiations with creditors.The Eighth Plan will require forbearance from those creditors voting to support the Plan and holding prepetition settlements and lien claims under certain agreements. The Eighth Plan removes the option in the Seventh Modified Plan for creditors with prepetition settlements and lien claims to vote in favor of the plan while at the same time reserving their rights to litigate the validity and enforceability of the prepetition settlements and lien claims with the estate. Congoleum explains that the Eighth Plan is a straight up or down referendum on Forbearance under the prepetition settlements. The Debtors will seek to confirm the Eighth Plan if they receive acceptances and Forbearance from at least 75% in number and at least 66-2/3% in amount of those creditors actually voting on the Eighth Plan. Creditors not voting on the Eighth Plan and not objecting to it will be deemed conclusively to have forborne their prepetition settlement rights and liens.The Debtors will add an insurance neutrality provision that tracks the language of Combustion Engineering to the Eighth Plan in order to make clear that the insurers are not affected by confirmation of the Eighth Plan except as permitted by ruling of the Third Circuit.The Eighth Plan also renders moot the issue of whether a certain Claimant Agreement is insured, and therefore the Debtors intend to seek a stay of a certain Coverage Action to facilitate a vote on the Eighth Plan and permit plaintiff groups with prepetition settlements an opportunity to Forbear. Since the Eighth Plan does not assume that any claim payments will be made pursuant to prepetition claim settlements, a ruling in the Coverage Action would be an advisory opinion. Moreover, the ruling at this time would only impede rather than assist the Debtors' efforts to confirm a consensual, Eighth Plan. In light of this development, continued prosecution of the Coverage Action would be an unnecessary expense for the estate to continue to bear.The Debtors continue to discuss the treatment of the claims represented by the Official Committee of Bondholders with the Bondholders Committee and certain parties-in-interest. The Debtors remain hopeful that they will be able to propose further amendments to the Seventh Modified Plan to be incorporated into the Eighth Plan that the Bondholders will support when the plan and disclosure statement amendments are filed with the Court.Full-text copies of Congoleum Corporation's seventh modified planof reorganization and disclosure statement are available at nocharge at http://ResearchArchives.com/t/s?542 Full-text copies of Congoleum Corporation's sixth modified plan ofreorganization and disclosure statement are available at no chargeat http://ResearchArchives.com/t/s?91 Headquartered in Mercerville, New Jersey, Congoleum Corporation --http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety ofproduct features, designs and colors. The Company filed forchapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.03-51524) as a means to resolve claims asserted against it relatedto the use of asbestos in its products decades ago. Richard L.Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors intheir restructuring efforts. Elihu Insulbuch, Esq., at Caplin &Drysdale, Chartered, represents the Asbestos Claimants' Committee. R. Scott Williams serves as the Futures Representative, and isrepresented by lawyers at Swidler Berlin LLP. When Congoleum filed for protection from its creditors, it listed $187,126,000 in total assets and $205,940,000 in total debts.At Sept. 30, 2005, Congoleum Corporation's balance sheet showeda $35,614,000 stockholders' deficit compared to a $20,989,000deficit at Dec. 31, 2004. Congoleum is a 55% owned subsidiary ofAmerican Biltrite Inc. (AMEX: ABL).CONGOLEUM CORP: Legal Analysis Okayed as Asbestos Panel's Advisor-----------------------------------------------------------------The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey gave the Official Committee of Unsecured Asbestos Claimants appointed in Congoleum Corporation and its debtor-affiliates' bankruptcy cases, permission to employ Legal Analysis Systems, Inc., as its asbestos-related bodily injury consultant, nunc pro tunc to Jan. 1, 2006. Legal Analysis will: (a) estimate the number and value of present and future asbestos personal injury claims; (b) develop claims procedures to be used in the development of financial models of payments and assets of a claims resolution trust; (c) review and analyze the Debtors' claims database and review and analyze the Debtors' resolution of asbestos claims; (d) evaluate reports and opinions of experts and consultants retained by other parties in the Debtors' bankruptcy proceedings; (e) evaluate and analyze proposed proofs of claim and bar dates and analyze data from those proofs of claim; (f) give quantitative analyses of other matters related to asbestos bodily injury claims as may be requested by the Asbestos Committee; and (g) give testimony on those matters as requested by the Asbestos Committee.Mark A. Peterson, the president of Legal Analysis Systems, Inc., discloses that he charges $700 per hour and Daniel Relles, a statistician, bills $425 per hour.Dr. Peterson assures the Court that Legal Analysis Systems, Inc., is disinterested as that term is defined in Section 101(14) of the U.S. Bankruptcy Code. Dr. Peterson further says that the Firm holds no interest adverse to the Debtors or their estates for the matters the Firm is to be employed.Legal Analysis gives consultation and advice regarding estimating liabilities for present and future asbestos claims, development of procedures and facilities to pay asbestos claims, the settlement and treatment of asbestos claims in tort litigation and by trusts created in bankruptcies, bar dates, proof of claims and other matters involving the valuation and treatment of asbestos bodily injury claims.The Firm can be contacted at: Legal Analysis Systems, Inc. 970 Calle Arroyo Thousand Oaks, CA 91360 Tel: (805) 499-3572Headquartered in Mercerville, New Jersey, Congoleum Corporation --http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety ofproduct features, designs and colors. The Company filed forchapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.03-51524) as a means to resolve claims asserted against it relatedto the use of asbestos in its products decades ago. Richard L.Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors intheir restructuring efforts. Elihu Insulbuch, Esq., at Caplin &Drysdale, Chartered, represents the Asbestos Claimants' Committee. R. Scott Williams serves as the Futures Representative, and isrepresented by lawyers at Swidler Berlin LLP. When Congoleum filed for protection from its creditors, it listed $187,126,000 in total assets and $205,940,000 in total debts.At Sept. 30, 2005, Congoleum Corporation's balance sheet showeda $35,614,000 stockholders' deficit compared to a $20,989,000deficit at Dec. 31, 2004. Congoleum is a 55% owned subsidiary ofAmerican Biltrite Inc. (AMEX: ABL).CONGOLEUM CORP: Bondholders Committee Wants Akin Gump as Counsel----------------------------------------------------------------The Official Committee of Unsecured Bondholders appointed in Congoleum Corporation and its debtor-affiliates' bankruptcy cases asks the Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Akin Gump Strauss Hauer & Feld LLP as its bankruptcy counsel, nunc pro tunc to Jan. 27, 2006. Ad Hoc Bondholders CommitteeIn January 2006, an Ad Hoc committee was formed in response to theDebtors' public statements that they may need to require concessions from the Bondholders to achieve a consensual plan of reorganization. The members of the Ad Hoc committee were the holders of Congoleum Corporation's issued 8-5/8% Senior Notes due Aug. 1, 2008.The Ad Hoc Committee retained Akin Gump as its counsel. Upon the formation of the Official Bondholders' Committee, the Ad Hoc Committee ceased to exist. The Ad Hoc Committee released Akin Gump from service. The three members of the Official Bondholders' Committee were members of the Ad Hoc Committee.Akin Gump rendered professional services to the Ad Hoc Committee, including: -- analysis of the Debtors' chapter 11 cases, -- advice regarding the plan process, -- communications with Debtors' counsel, -- coordination of strategy for successful reorganization of the Debtors' chapter 11 cases, and -- solicitation of the U.S. Trustee for formation of an official bondholders' committee.Akin Gump will ask the Court for payment of the fees and expenses for services rendered to the Ad Hoc Committee during the pre-committee period pursuant to Section 503(b) of the Bankruptcy Code.Akin Gump will: (a) advise the Bondholders' Committee with respect to its rights, duties and powers in the Debtors' chapter 11 cases; (b) assist and advise the Bondholders' Committee in its consultations with the Debtors, the Unsecured Asbestos Claimants' Committee, the Future Claimants' Representative, the U.S. Trustee and other interested parties relative to the administration of the Debtors' chapter 11 cases; (c) assist the Bondholders' Committee in analyzing the claims of the Debtors' existing and future creditors and the Debtors' capital structure, and in negotiating with holders of claims and equity interests; (d) assist the Bondholders' Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and its professionals, as well as the operation of the Debtors' businesses; (e) assist the Bondholders' Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Bondholders' Committee as to its communications to the bondholder creditor body regarding significant matters in the Debtors' chapter 11 cases; (g) represent the Bondholders' Committee at all hearings and other proceedings; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Bondholders' Committee as to their propriety, and to the extent deemed appropriate by the Bondholders' Committee, support, join or object thereto; (i) advise and assist the Bondholders' Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Bondholders' Committee in preparing pleadings and applications as may be necessary in furtherance of the Bondholders' Committee's interests and objectives; (k) assist the Bondholders' Committee in its review and analysis of all pending litigation regarding the Debtors; (l) prepare, on behalf of the Bondholders' Committee, any pleadings or applications, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; (m) assist and advise the Bondholders' Committee in its review and analysis of any proposed plans of reorganization, disclosure statements, and any other pleadings or documents related to a proposed plan; (n) prepare, on behalf of the Bondholders' Committee, any plan of reorganization, disclosure statement, and discovery as necessary with respect to the foregoing; (o) investigate and analyze any claims against the Debtors' non-debtor affiliates or any other potential causes of action; and (p) perform other legal services as may be required or are otherwise deemed to be in the interests of the Bondholders' Committee in accordance with the Bondholders' Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law.Michael S. Stamer, Esq., a member at Akin Gump Strauss Hauer & Feld LLP, discloses that the Firm's professionals bill: Designation Hourly Rate ----------- ----------- Partners $435 to $895 Special Counsel and Counsel $300 to $735 Associates $235 to $475 Paraprofessionals $65 to $225Mr. Stamer discloses the attorneys who will be primarily responsible for providing services to the Bondholders Committee: Professional Designation Hourly Rate ------------ ----------- -----------Michael S. Stamer, Esq. Partner $775 Financial Restructuring Department James R. Savin, Esq. Partner $575 Financial Restructuring Department Jonathan L. Gold, Esq. Senior Counsel $475 Financial Restructuring Department Gabrielle M. Duvall, Esq. Associate $370 Financial Restructuring Department Joanna Newdeck, Esq. Associate $270 Financial Restructuring Department Mr. Stamer assures the Court that Akin Gump does not represent and does not hold any interest adverse to the Debtors' estates or their creditors in the matters upon which the Firm is to be engaged.Headquartered in Mercerville, New Jersey, Congoleum Corporation --http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety ofproduct features, designs and colors. The Company filed forchapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.03-51524) as a means to resolve claims asserted against it relatedto the use of asbestos in its products decades ago. Richard L.Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors intheir restructuring efforts. Elihu Insulbuch, Esq., at Caplin &Drysdale, Chartered, represents the Asbestos Claimants' Committee. R. Scott Williams serves as the Futures Representative, and isrepresented by lawyers at Swidler Berlin LLP. When Congoleumfiled for protection from its creditors, it listed $187,126,000 intotal assets and $205,940,000 in total debts.At Sept. 30, 2005, Congoleum Corporation's balance sheet showeda $35,614,000 stockholders' deficit compared to a $20,989,000deficit at Dec. 31, 2004. Congoleum is a 55% owned subsidiary ofAmerican Biltrite Inc. (AMEX: ABL).COOKER RESTAURANT: Court OKs Committee's Settlement with Officers-----------------------------------------------------------------The Hon. Donald E. Calhoun, Jr., of the U.S Bankruptcy Court for the Southern District of Ohio, Eastern Division, approved a settlement agreement between the principals of Cooker Restaurant Corporation and its debtor-affiliates; their D&O insurer, Arch Specialty Insurance Company; and the Official Committee of Unsecured Creditors.The settlement agreement resolves all issues the Committee raised against the principals and the insurer in an adversary proceeding filed with the Bankruptcy Court. The Committee had alleged claims against them in connection with Cooker's First Amended Plan of Reorganization Dated July 3, 2002, the Bankruptcy Court's confirmation order, and a tax refund.Cooker's directors and officers involved in the adversary proceeding are: -- Henry Hillenmeyer; -- Daniel Clay; -- David McDaniel; -- Linda DeVault; -- David Sanford; -- Mark Van Compernolle; -- Terri Mansfield; -- John Mountford; -- Brad Saltz; -- Robin Holderman; -- David Kollat; -- D. Shannon Leroy; -- Harvey Palash; -- Jerry Wethington; and -- all other unknown directors or officers. The Committee sought to recover approximately $2.4 million from the directors and officers. After extensive negotiations, they agreed to resolve the Committee's complaints with a $1.7 million cash payment. Arch Specialty will pay the settlement amount due to the Committee on behalf of the principals.In addition, the Bankruptcy Court authorized the Committee to take $402,283 of a tax refund account from its counsel's trust account and use a portion of the fund to pay fees due to the Committee's professionals. Excess amounts after payments are made to the professionals will be distributed to unsecured creditors.Headquartered in West Palm Beach, Florida, Cooker Restaurant Corporation and its debtor-affiliates owns and operates 35 restaurants in Tennessee, Ohio, Michigan, Virginia and in Florida. The Company and its debtor-affiliates, filed for chapter 11 protection on May 25, 2001 (Bankr. S.D. Ohio Case No. 01-56156). Jeffrey N. Pomerantz, Esq., represented the Debtors. The Court approved the Debtors' plan of reorganization on Sept. 11, 2002. COOPER TIRE: Weak Earnings Cues S&P to Put BB+ Rating on Watch--------------------------------------------------------------Standard & Poor's Rating Services placed its 'BB+' corporate credit rating on Cooper Tire & Rubber Co. on CreditWatch with negative implications. The action resulted from the tire manufacturer's weak operating earnings and cash flow generation and the likelihood that future financial results will fall short of previous expectations. Findlay, Ohio-based Cooper Tire had total lease-adjusted debt of about $525 million at Dec. 21, 2005. Cooper's operating results showed negative year-over-year comparisons during 2005. Although sales increased 6% in the fourth quarter, operating income declined 18%. For the full year, sales increased 4%, and operating income declined 58%. "We expect Cooper to see some benefits from improved manufacturing efficiencies and increased sales of its high-margin products," said Standard & Poor's credit analyst Martin King. "But it is unclear whether the improvements will be sufficient to strengthen operating results so that the company's credit protection measures are consistent with the current rating. We will review Cooper's prospects for improving operating results. The ratings may be lowered if it appears that sufficient improvement will not occur or will be substantially delayed." The poor results were caused by a number of factors, among them: * operating inefficiencies, as the company transitioned its domestic manufacturing operations toward higher-margin products while increasing its supply of economy tires from Asia; * reduced unit sales in the passenger-car tire segment because of market-share losses; and * persistently high raw material costs. Cooper did not provide earnings guidance for 2006 because of the many challenges and uncertainties it will continue to face this year.CRI RESOURCES: Hiring Advanced Insurance as Insurance Expert------------------------------------------------------------CRI Resources Inc. asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Advanced Insurance Management as its insurance expert in connection with the analysis and adjudication of alleged claims asserted by National Union Fire Insurance Company. The Debtor tells the Court that it hired Advanced Insurance on the basis of its experience, expertise and knowledge in its field. Advanced Insurance will be involved in a discrete analytical project with regards to the analysis and adjudication of alleged claims asserted by National Union Fire Insurance Company and will also provide expert witness testimony as required by the Debtor Edward J. Priz, the president at Advanced Insurance, is one of the lead professionals from his Firm performing services to the Debtor. Mr. Priz discloses that Advanced Insurance received a $3,000 retainer. Mr. Priz charges $150 per hour for his services. Advanced Insurance assures the Court that it does not represent any interest materially adverse to the Debtor and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Los Angeles, California, CRI Resources Inc. provides demolition services. The Company filed for chapter 11 protection on March 1, 2005 (Bankr. C.D. Calif., L.A. Div., Case No. 05-13899). Stephen F. Biegenzahn, Esq., at Biegenzahn Weinberg represents the Debtor's restructuring. When the Company filed for protection from its creditors, it listed total assets of $5,243,614 and total debts of $43,078,461.DALRADA FINANCIAL: Earns $3.4 Mil. in Second Quarter Ended Dec. 31------------------------------------------------------------------Dalrada Financial Corporation delivered its financial statements for the second quarter ended Dec. 31, 2005, to the Securities and Exchange Commission.Dalrada earned $3,414,000 of net income on $17,834,000 of total revenues for the three months ended Dec. 31, 2005. At Dec. 31, 2005, Dalrada's balance sheet shows $8,790,000 in total assets and $30,232,000 in total liabilities, resulting in $21,442,000 stockholders' equity deficit.Dalrada's Dec. 31 balance sheet also shows strained liquidity with $6,331,000 in total current assets available to pay $29,618,000 of total current liabilities coming due within the next 12 months.A full-text copy of Dalrada's financial statements for the second quarter ended Dec. 31, 2005, is available for free at http://ResearchArchives.com/t/s?607 Material WeaknessAs reported in the Troubled Company Reporter on Nov. 25, 2005,Dalrada's Chief Executive Officer and Chief Financial Officerevaluated the effectiveness of the Company's disclosure controlsand procedures as of the period ended Sept. 30, 2005, andconcluded there are material weaknesses in the Company's internalcontrol over financial reporting. Pohl, Mcnabola, Berg & Company, LLP, the Company's independent auditor, also identified similar weaknesses in its review of the Company's fiscal year 2005 results.Management will undertake a thorough review of the Company'sinternal controls as part of the preparations for compliance withthe requirements under Section 404 of the Sarbanes-Oxley Act of2002. It has not completed the review of the existing controlsand their effectiveness. Going Concern DoubtPohl Mcnabola expressed substantial doubt about Dalrada FinancialCorporation's ability to continue as a going concern after itaudited the Company's financial statements for the fiscal yearsended June 30, 2005, and 2004. The auditing firm pointed to theCompany's: -- $4,218,000 net loss from continuing operations for the year ended June 30, 2005; -- $26,780,000 negative working capital deficit at June 30, 2005; and -- $24,695,000 negative stockholders' deficit at June 30, 2005.In addition, the auditing firm cited the Company's default oncertain note payable obligations, lawsuits from numerous tradecreditors as well as a deficiency in payroll tax liabilitypayments.Headquartered in San Diego, California, Dalrada FinancialCorporation (OTCBB: DRDF) -- http://www.dalrada.com/-- provides a number of professional services related to human resources for businesses. Dalrada provides a variety of innovative financial services to businesses, including comprehensive human resource administration, workers' compensation coverage, and extensive employee benefits such as health insurance, HSA savings plans, 125 cafeteria plans, deferred compensation plans, and 401(k) plans. Dalrada also offers debit card payroll accounts and payroll advances. These services enable small to medium-size employers to offer benefits and services to their employees that are generally available only to large companies.Dalrada provides services through its wholly owned subsidiariesand division, SourceOne Group, Inc., Master Staffing and HeritageStaffing. The Solvis Group, Inc., (OTC: SLVG), its 90% ownedsubsidiary, includes several operating units, includingCallCenterHR(TM), Worldwide of California, and M&M Nursing.Solvis also operates Imaging Tech, Inc., whose proprietaryproduct, PhotoMotion(TM), is a patented color medium of multi-image transparencies.At Dec. 31, 2005, Dalrada's balance sheet showed $21,442,000 stockholders' equity deficit compared to a $24,695,000 deficit at June 30, 2005.DANA CORP: Files for Chapter 11 Protection in S.D.N.Y.------------------------------------------------------Dana Corporation (NYSE: DCN) reported that in order to address financial and operational challenges that have hampered its performance, the company and 40 of its U.S. subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Dana's European, South American, Asia Pacific, Canadian and Mexican subsidiaries are not included in the Chapter 11 filing and are operating as normal. The filings were made on Mar. 3, 2006, in the U.S. Bankruptcy Court for the Southern District of New York in Manhattan. $1.45 Billion DIP FinancingTo fund its continuing operations during the restructuring, Dana has secured a $1.45 billion debtor-in-possession financing facility from Citigroup, Bank of America, N.A., and JP Morgan Chase Bank, N.A. Subject to court approval, the DIP credit facility, which replaces the company's previous $400 million revolving credit facility and $275 million receivables securitization facility, will be used for the company's normal working capital requirements, including employee wages and benefits, supplier payments, and other operating expenses during the reorganization process.Dana has faced a continued decline in revenues resulting from the decreasing market share and production levels of its largest domestic customers, along with sharp increases in commodity and energy prices that have outpaced the cost savings Dana has been able to achieve. The general financial condition of the industry, together with Dana's inability to renew or expand its credit facilities in a timely manner, has significantly constrained Dana's liquidity.As a result, the company concluded, after thorough consultation with its advisors, that its interests and the interests of its creditors, employees, customers, suppliers, and the communities in which it operates would be best served by reorganizing under Chapter 11 of the U.S. Bankruptcy Code.Dana Chairman and Chief Executive Officer Michael J. Burns said, "The Chapter 11 process provides the company an opportunity to fix our business comprehensively -- financially and operationally. This will be fundamental change, not just incremental improvement. The Chapter 11 process allows us to continue normal business operations, while we restructure our debt and other obligations and enhance performance."We want to assure everyone -- our customers, suppliers, our people and our communities -- that Dana is open for business as usual," he added. "And, to this end, our customers can continue to rely on Dana for quality products -- delivered on time and to best-in-class specification."This is an extremely difficult, but necessary and responsible decision that will provide us with the time and opportunity to strengthen our performance and achieve a sustained turnaround at Dana."Mr. Burns said Dana intends to proceed with its previously announced divestiture and restructuring plans, which include the sale of several non- core businesses and the closure of several facilities and shift of production to lower-cost locations. In addition, Dana will continue to take steps to reduce costs, increase efficiency, and enhance productivity, he said.Dana filed a variety of "First-Day Motions" in the Bankruptcy Court in New York designed to ensure that the company's business continues to function without disruption. The court filings are intended to ensure that the company can continue to pay its employees and suppliers and maintain uninterrupted delivery of products and services to its customers.Headquartered in Toledo, Ohio, Dana Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, serves as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners serves as Dana's Chief Restructuring Officer. When the Debtors filed for protection from their creditors, they listed $7.9 billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005.DANA CORP: Case Summary & 50 Largest Unsecured Creditors--------------------------------------------------------Lead Debtor: Dana Corporation 4500 Dorr Street Toledo, Ohio 43615Bankruptcy Case No.: 06-10354Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Dakota New York Corp. 06-10351 Brake Systems, Inc. 06-10355 BWDAC, Inc. 06-10357 Coupled Products, Inc. 06-10359 Dana Atlantic LLC 06-10360 Dana Automotive Aftermarket, Inc. 06-10362 Dana Brazil Holdings I LLC 06-10363 Dana Brazil Holdings LLC 06-10364 Dana Information Technology LLC 06-10365 Dana International Finance, Inc. 06-10366 Dana International Holdings, Inc. 06-10367 Dana Risk Management Services, Inc. 06-10368 Dana Technology Inc. 06-10369 Dana World Trade Corporation 06-10370 Dandorr L.L.C. 06-10371 Dorr Leasing Corporation 06-10372 DTF Trucking, Inc. 06-10373 Echlin-Ponce, Inc. 06-10374 EFMG LLC 06-10375 EPE, Inc. 06-10376 ERS LLC 06-10377 Flight Operations, Inc. 06-10378 Friction Inc. 06-10379 Friction Materials, Inc. 06-10380 Glacier Vandervell Inc. 06-10381 Hose & Tubing Products, Inc. 06-10382 Lipe Corporation 06-10383 Long Automotive LLC 06-10384 Long Cooling LLC 06-10385 Long USA LLC 06-10386 Midland Brake, Inc. 06-10387 Prattville Manufacturing, Inc. 06-10388 Reinz Wisconsin Gasket LLC 06-10390 Spicer Heavy Axle & Brake, Inc. 06-10391 Spicer Heavy Axle Holdings, Inc. 06-10392 Spicer Outdoor Power Equipment Components LLC 06-10393 Torque-Traction Integration Technologies, LLC 06-10394 Torque-Traction Manufacturing Technologies, LLC 06-10395 Torque-Traction Technologies, LLC 06-10396 United Brake Systems Inc. 06-10397Type of Business: The Debtors design and manufacture products for every major vehicle producer in the world and supply axle, driveshaft, engine, frame, chassis, and transmission technologies to those companies. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Dana Corporation employs 46,000 people in 28 countries. See http://www.dana.com/ Chapter 11 Petition Date: March 3, 2006Court: United States Bankruptcy Court Southern District of New York Alexander Hamilton Customs House One Bowling Green New York, NY 10004-1408 Telephone (212) 668-2870 Judge: The Honorable Burton R. LiflandDebtors' Counsel: Corinne Ball, Esq. Richard H. Engman, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Telephone (212) 326-3939 Fax (212) 755-7306 - and - Heather Lennox, Esq. Carl E. Black, Esq. Ryan T. Routh, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114 Telephone (216) 586-3939 Fax (216) 579-0212 - and - Jeffrey B. Ellman, Esq. JONES DAY 1420 Peachtree Street, N.E., Suite 800 Atlanta, Georgia 30309-3053 Telephone (404) 581-8309 Fax (404) 581-8330Debtors' Special Corporate Counsel: Allen C. Goolsby, III, Esq. William M. Richardson, Esq. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219-4074 Telephone (804) 788-8200 Fax (804) 788-8218 - and - Joseph J. Saltarelli, Esq. HUNTON & WILLIAMS LLP 200 Park Avenue New York, New York 10166-0136 Telephone (212) 309-1000 Fax (212) 309-1100 Debtors' Special Securities and Litigation Counsel: Katten Muchin & Rosenman LLPDebtors' Special InternationalCounsel: Dorsey & Whitney LLPSpecial Counselto the Audit Committee of Dana Corporation'sBoard of Directors: Skadden, Arps, Slate, Meagher & Flom LLPDebtors' Financial Advisor andInvestmentBanker: Henry S. Miller MILLER BUCKFIRE & CO., LLC 250 Park Avenue, 19th Floor New York, NY 10177Debtors' CrisisManager and ChiefRestructuringOfficer: Ted Stenger AP SERVICES, LLC (an affiliate of AlixPartners, LLC) 2000 Town Center, Suite 2400 Southfield, MI 48075 Telephone (248) 358-4420 Fax (248) 358-1969Debtors' Independent Auditors: PricewaterhouseCoopers LLPDebtors' Tax Advisors and Accountants: Ernst & Young LLPDebtors' Claims,Noticing and Balloting Agent: The BMC Group, Inc.Counsel for Prepetition and Postpetition Secured Lenders: John J. Madden, Esq. SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022 Telephone (212) 848-4000 Fax (212) 848-7179Counsel for Program Agent for the Prepetition Accounts Receivable Securitization Facility: Nancy L. Schimmel, Esq. LATHAM & WATKINS Sears Tower, Suite 5800 233 South Wacker Drive Chicago, IL 60606 Telephone (312) 876-7618 Fax (312) 993-9767United StatesTrustee: Deirdre A. Martini United States Trustee for Region 2 33 Whitehall Street, 21st Floor New York, NY 10004 Telephone (212) 510-0500 Fax (212) 668-2256Counsel for the U.S. Trustee: Greg M. Zipes, Esq. Office of the United States Trustee 33 Whitehall Street, 21st Floor New York, NY 10004 Telephone (212) 510-0500 Fax (212) 668-2256Financial Condition as of September 30, 2005: Total Assets: $7,900,000,000 Total Debts: $6,800,000,000Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Wilmington Trust Company 5.85% Notes $466,672,500Rodney Square North due 20151100 North Market StreetWilmington, DE 19890Attn: Corporate Trust Admin.Tel: (302) 636-6396Fax: (302) 636-4145Wilmington Trust Company 6.5% Notes $361,501,389 due 2009Wilmington Trust Company 7% Notes $277,743,069 due 2029Wilmington Trust Company 7% Notes $170,441,634 due 2028Wilmington Trust Company 6.5% Notes $154,550,000 due 2008Wilmington Trust Company 9% Dollar- $116,148,326 denominated Notes due 2011 Wilmington Trust Company 10.125% Notes $78,279,843 due 2010TRW Fremont Kingsway Trade Debt $10,417,624128 River Bend Drive Sevierville, TN 37876-1942Attn: Bob Swan Tel: (865) 453-0199 Fax: (865) 453-0429Metaldyne Co. LLC Trade Debt $9,874,19047659 Halyard Drive Plymouth, MI 48170Attn: Timothy Liuliette Tel: (734) 207-6200Fax: (734) 207-6500Toyota Tsusho America Inc. Trade Debt $9,142,204437 Madison Avenue, 29th Floor New York, NY 10022Attn: Takashi HasegawaTel: (212) 418-0100Fax: (212) 418-0117Wilmington Trust Company 9% Euro- $8,656,450 denominated Notes due 2011US Manufacturing Corp Buena Trade Debt $7,889,021104 North Main Street Drive New Providence, LA 50206Attn: Loran BalvanzeTel: (641) 497-5260Fax: (641) 939-7539Bruckner Supply Co., Inc. Trade Debt $5,533,014 c/o Wesco Receivables P.O. Box 64256S Pittsburgh, PA 15264-2565Attn: Ron HaleyTel: (412) 3934614Fax: (412) 393-8831Timken Co. Trade Debt $5,190,98659 Field Street Torrington, CT 06790-4942Attn: Jacqueline DadoTel: (330) 438-3000Fax: (330) 471-4388Sypris Technologies Trade Debt $4,831,3822820 West Broadway Louisville, KY 40211-1219Attn: Jack KramerTel: (502) 774-6011Fax: (502) 774-6300NTN Bearing Corp. of America Trade Debt $4,791,090600 East Bishop CourtMount Prospect, IL 60056-7604Attn: Rick ThomasTel: (847) 298-7500Fax: (847) 699-9744Nova Tube Indiana LLC Trade Debt $4,230,7481195 Port Road Jeffersonville, IN 47130-8478Tel: (812) 285-9796Fax: (812) 285-8832Toyoda Machinery USA Inc. Trade Debt $3,685,0865932 Commerce Blvd. Morristown, TN 37514-2941Attn: Toshi HirokawaTel: (423) 585-0999Fax: (423) 585-2502Robert Bosch Corporation Trade Debt $3,417,59538000 Hills Tech Dr. Farmington Hills, MI 48331Attn: Kurt LiedtkeTel: (248) 553-9000Fax: (248) 398-1434Rex Forge Division Trade Debt $3,378,717355 Atwater Street Plantsville, CT 06479-1653Attn: Ronald FontanellaTel: (860) 628-0393Fax: (860) 621-8971Macsteel Trade Debt $3,297,315333 Westchester Ave. White Plains, NY 10604-2910Attn: Salvatore PurpuraTel: (914) 872-2700Fax: (914) 872-2722Westport Axle Corp. Trade Debt $2,634,73712740 Westport Road, Suite H Louisville, KY 40245-2121Attn: Alexander Van LeyenTel: (502) 425-2103Fax: (502) 425-2508Eaton Corporation Trade Debt $2,596,86210221 Capital Street Oak Park, MI 48237-3103Attn: Rod MachekTel: 800-527-3851Fax: 248-398-1434Goodyear Tire & Rubber Co. Trade Debt $2,262,0331144 East Market Street Akron, OH 44316-0001 Attn: Robert KeeganTel: (330) 796-2121Fax: (330) 796-2222Worthington Steel Company Trade Debt $2,210,185100 Worthington Drive Porter, IN 46304-8812 Attn: Donal MalenickTel: (219) 929-4000Fax: (614) 438-3256AFC Holocroftald Trade Debt $2,174,00049630 Pontiac Trail Wixom, MI 48393 Attn: Karl HeinzTel: (248) 668-4016Fax: (248) 624-3710Koyo Corp USA Trade Debt $2,005,14329570 Clemens RoadWestlake, OH 44145-1007 Attn: Tsutomu NemotoTel: (440) 835-1000Fax: (440) 835-9347Advanced Systems & Controls Inc. Trade Debt $1,967,63623426 Reynolds CourtClinton Township, MI 48036-1240 Attn: Andrew ZundelTel: (586) 468-5200Fax: (586) 816-4558Federal Mogul Corporation Trade Debt $1,925,21526555 Northwestern Highway Southfield, MI 48034 Attn: Jose Maria AlapontTel: (248) 354-7700Fax: (248) 354-8950Wayne Manufacturing Corp. Trade Debt $1,921,7046505 State Road 205 Laotto, IN 46763-9618Attn: Ron DickerhoofTel: (260) 637-5586Fax: (260) 357-4193Cannon Automotive Solutions Trade Debt $1,858,812Division of Electromac Group 1965 Ambassador DriveWindsor, Ontario N9C 3R5 CANADAAttn: Richard A. BuccarelliTel: (519) 969-0305Fax: (519) 969-1437Mercer Forge Corp. Trade Debt $1,818,056200 Brown Street Mercer, PA 16137 Attn: James AckermanTel: (724) 662-2750Fax: (724) 662-5642Wanxiang America Corporation Trade Debt $1,779,05088 Airport Road Elgin, IL, 60123-9324 Attn: Pin NiTel: (847) 622-8838Fax: (847) 931-4838Bearing Technologies Trade Debt $1,705,8671141 Jaycox Road Avon, OH 44011-1366 Attn: Laszlo TromlerTel: (440) 937-4770Fax: (440) 937-4771Excel Polymers LLC Trade Debt $1,686,3176521 David Industrial Parkway Solon, OH 44139-3549 Attn: Vic MarchTel: (440) 715-7000Fax: (440) 715-7012Brunner International Inc. Trade Debt $1,662,9583959 Bates Road Medina, NY 14103-9705 Attn: Peter BrunnerTel: 585-798-6000Fax: 585-356-8885Toyoda Koki Automotive Torsen NA Trade Debt $1,623,086Two Jetview Drive Rochester, NY 14624 Attn: Toshi HirokawaTel: (423) 585-0999Fax: (423) 585-2502Akebono Corporation Trade Debt $1,617,93334355 West Twelve Mile Road Farmington Hills, MI 48331 Attn: Kevin J. AdlerTel: (248) 489-7400Fax: (248) 994-7901Acemco Automotive Trade Debt $1,610,8407297 Enterprise Drive Spring Lake, MI 48456-9695 Attn: Jim ScottTel: (231) 799-8612Fax: (231) 799-9904Parker Hannifin Corporation Trade Debt $1,606,4036035 Parkland BoulevardCleveland, OH 44124-4141 Attn: Donald WashkewiczTel: (216) 896-3000Fax: (216) 896-4000Tratech Inc. Trade Debt $1,565,37931900 Sherman Avenue Madison Heights, MI 48071-5605Attn: Carl PittnerTel: (248) 776-5700Fax: (248) 776-5702Bronson Precision Products Div. Trade Debt $1,547,5654800 S Lapeer Road Lake Orion, MI 48359-1877 Attn: Daniel CarrollTel: (248) 340-9200Fax: (248) 340-9277Sanluis Rassini Trade Debt $1,506,646International Inc. 14500 North Beck Road Plymouth, MI 48170-3383 Attn: Robert AndersonTel: (734) 454-4904Fax: (734) 454-4914Nationwide Precision Products Trade Debt $1,479,121200 Tech Park Drive Rochester, NY 14623-2487 Attn: Darren Gillette Tel: (585) 272-7100Fax: (585) 272-0171 Lexington Corp. Properties Trust Real Estate $1,382,280One Penn Plaza, Suite 4015 New York, NY 10119-4015 Attn: Patrick CarrollTel: (212) 692-7200Fax: (212) 594-6600Metokote Corporation Trade Debt $1,366,2601340 Neubrecht Road Lima, OH 45801 Attn: Jim KnightTel: (419) 996-7800Fax: (419) 996-7801Haldex Corporation Trade Debt $1,305,5252222 15th Street Rockford, IL 61125-1166Attn: Jay LongbottomTel: (815) 398-4400Fax: (815) 398-5977Freudenberg Nok Trade Debt $1,295,92847690 East Anchor CourtPlymouth, MI 48170-2455 Attn: Mohsen SohiTel: (734) 451-0020Fax: (734) 451-2547Kaiser Aluminum & Chemical Sales Trade Debt $1,254,1699700 South Harlem Avenue Bedford Park, IL 60455-2302 Attn: Michael AhernTel: (708) 424-2180Fax: (708) 424-6933Shiloh Corporation Trade Debt $1,239,7638800 Steel Drive Valley City, OH 44280Attn: Stephen GrahamTel: (330) 558-2642Fax: (330) 558-2670DANA CORP: Can Use $800 Million of DIP Financing on Interim Basis-----------------------------------------------------------------At a hearing Friday afternoon in Manhattan, Dana Corporation (NYSE: DCN) received interim approval from the U.S. Bankruptcy Court for the Southern District of New York to access up to $800 million under a new $1.45 billion debtor-in-possession financing facility from Citigroup, Bank of America N.A., and JP Morgan Chase Bank, N.A. The court authorized Dana to use up to $800 million of the facility on an interim basis pending a final order approving the full facility. This credit facility will be used for the company's normal working capital requirements, including employee wages, healthcare benefits, supplier payments, and other operating expenses during the reorganization process.The Company intends to make timely payment for goods received and services provided to it on or after the filing date in the normal course of business and in accordance with terms of existing supplier agreements. First Day Motions GrantedIn addition, Judge Burton R. Lifland also granted approval for a number of other "First-Day Motions" that Dana made as part of its filings for reorganization under Chapter 11 of the U.S. Bankruptcy Code to support its employees and suppliers, together with its customers and other stakeholders. The orders granted by the Court will ensure that the company's business continues to function without disruption. Dana has received authorization to, among other things: -- continue to provide its employee wages, healthcare coverage and similar benefits for its employees uninterrupted; -- pay suppliers for goods and services provided; and -- maintain uninterrupted delivery of products and services to its customers."We made good progress on our first day in Court and are pleased to have received the approvals needed to maintain normal operations throughout our organization," Dana Chairman and Chief Executive Officer Michael Burns said. "As we transition into our Chapter 11 reorganization, we will do so smoothly and with continued focus on meeting the needs of our customers by providing them with the quality products they have come to expect from us, delivered on time and to best-in-class specification."Headquartered in Toledo, Ohio, Dana Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent the Debtors. When the Debtors filed for protection from their creditors, they listed $7.9 billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005.DANA CORP: S&P Cuts Rating to CCC- and Then to D Post-Bankruptcy----------------------------------------------------------------Friday afternoon, Standard & Poor's Ratings Services lowered its corporate credit ratings on Dana Corp. and its wholly owned subsidiary, Dana Credit Corp., to 'D' from 'CCC-'. The ratings have been removed from CreditWatch with developing implications, where they were placed on Feb. 24, 2006. Total outstandingconsolidated debt at Sept. 30, 2005 (last reporting date), was about $2.6 billion."This action follows the announcement that Dana and 40 of its U.S.subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code," said Standard & Poor's credit analyst Daniel DiSenso. Toledo, Ohio-based Dana's non-U.S. operations are not included in the filing. To fund its operations while in bankruptcy, Dana has secured a $1.45 billion debtor-in-possession (DIP) financing facility. Dana has been experiencing increased financial stress since mid-2005 due to declining production levels from its largest domestic customers, especially Ford Motor Co.; sharp increases in commodity prices that it has not been able to pass along to customers; and its own operational inefficiencies at both light and commercial vehicle operations that the company disclosed in the fall of 2005 along with its restructuring plan to improve operating performance. In addition, Dana has been unable to obtain a new and expanded credit facility in a timely manner to ensure adequateliquidity. Consequently, Dana's suppliers demanded upfront payments, helping to precipitate a liquidity crisis and resulting in the Chapter 11 filing.Complete ratings information is available to subscribers ofRatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com/ All ratings affected by this rating action can be found on Standard & Poor's public Web site at http://www.standardandpoors.com/under Credit Ratings in the left navigation bar, select Find a Rating, then Credit Ratings Search. Thursday, Standard & Poor's Ratings Services lowered its corporate credit rating on Dana Corp. and the counterparty credit rating on wholly owned subsidiary Dana Credit Corp. two notches, to 'CCC-' from 'CCC+' after the company announced that it missed a $21 million interest payment on two debt issues. S&P noted that debt obligations owed by Dana Credit Corporation contain cross-default provisions. DANA CORP: Missed Interest Payments Cue Moody's to Junk Ratings---------------------------------------------------------------Hours before Dana Corporation sought chapter 11 protection, Moody's Investors Service lowered these ratings: Dana Corporation: -- Corporate Family to Caa3 from B3; -- senior unsecured to Ca from Caa1; Dana Credit Corporation: -- senior unsecured to Ca from Caa1. The downgrades reflect the company's announcement that it failed to make the March 1, 2006, interest payments on its 7% Senior Notes due March 1, 2029, and its 6-1/2% Senior Notes due March 1, 2009. The announcement dramatically heightens the potential for Dana's filing for Chapter 11, and casts greater doubt on the progress of the company's discussions to renegotiate its bank facilities. The Negative outlook reflects the continuing uncertainty of Dana's ability to renegotiate its bank facilities, avoid a Chapter 11 filing, and stem the erosion in its operating performance despite the possibility of lower production levels and continued price-downs by its domestic OEM customers. Dana's liquidity rating remains at the SGL-4 level, reflecting the weakness in the company's ability to generate cash from operations and its need to renegotiate its credit facilities. Dana Corporation, headquartered in Toledo, Ohio, is a global leader in the engineering, manufacture and distribution of products and services for the automotive, engine, heavy truck, off-highway, industrial and leasing markets. Dana Credit Corporation is a wholly owned leasing and finance subsidiary of Dana Corporation which is in the process of being liquidated. Dana had annual sales of approximately $9.1 billion in 2004 and employs 46,000 people in 28 countries. DANA CORP: DBRS Junks Loan & Bond Ratings and Then Cuts Them to D-----------------------------------------------------------------Friday afternoon, Dominion Bond Rating Service downgraded Dana Corporation's Bank Debt rating to D from CCC, and cut the Senior Unsecured Notes rating to D from CC. DBRS's rating action follows the Company's decision to file for Chapter 11 bankruptcy protection. The filing covers Dana and 40 U.S. subsidiaries of the Company, and excludes Dana's European, South American, Asia-Pacific, Canadian, and Mexican subsidiaries. DBRS' ratings are based on public information. For more information on this credit or on the auto and auto parts industry, visit http://www.dbrs.com/ A day before Dana's chapter 11 filing, Dominion Bond Rating Service downgraded the Bank Debt rating to CCC from BB (low) and the Senior Unsecured Notes rating to CC from B (high). Dominion said the ratings would remain "Under Review with Negative Implications" where they were placed on Oct. 11, 2005. Thursday's rating actions followed the Company's failure to make the interest payment due to March 1, 2006. DBRS noted that Dana's failure to make the interest payment by March 31 would result in an eventual default.DBRS notes that Dana has suffered a precipitous decline in profitability impacted by these factors: (1) A decline in demand from the Company's major customers, Ford Motor Company and General Motors Corporation, which account for approximately 36% of Dana's revenue; (2) Persistent high raw material costs; and (3) Operating problems at the Company's commercial vehicle unit. DBRS has maintained the Company "Under Review with Negative Implications" reflecting the uncertainty of the Company's ability to make the payment within the grace period.DEL MONTE: Buys Meow Mix for $705 Mil. & Moody's Affirms Ratings----------------------------------------------------------------Moody's Investors Service affirmed Del Monte Corporation's ratings: -- Ba3 rating on its senior secured credit facilities, -- B2 rating on its senior subordinated notes, -- Ba3 corporate family rating, and -- SGL-2 speculative grade liquidity rating. Moody's also changed the outlook on all ratings to stable from positive. The affirmation of ratings and change in rating outlook follows DLM's announcement that it will acquire the Meow Mix Company for approximately $705 million in cash, as well as divest its private label soup and infant feeding business for approximately $268 million in cash. The acquisition will be funded through a combination of proceeds from the soup business sale, incremental borrowings, and cash balances. While Moody's views the acquisition as making strategic sense and being a good fit with the company's other pet food businesses, the increased leverage and integration risk -- combined with the recent adoption of more aggressive financial policies -- make an upgrade in the near to intermediate term less likely. However, DLM's solid track record of integrating acquisitions, its expected post-acquisition financial profile, and Moody's expectation that DLM will work to reduce acquisition debt in the year ahead, justifies the affirmation of the company's ratings at existing levels. Moody's notes, however, that final details concerning the ultimate financing structure for the transaction and the degree to which it impacts DLM's available sources of financing and liquidity could ultimately result in a change to DLM's speculative grade liquidity rating. Ratings affirmed are: Issuer: Del Monte Corporation * Corporate family rating at Ba3 * $350 million senior secured revolving credit expiring 2011 at Ba3 * $450 million senior secured term loan A, maturing 2011 at Ba3 * $149.2 million senior secured term loan B, maturing 2012 at Ba3 * $250 million senior subordinated notes, maturing 2015 at B2 * $450 million senior subordinated notes, maturing 2012 at B2 * Speculative grade liquidity rating of SGL-2 Outlook: Changed to stable from positive DLM's ratings are supported by its product and category diversification, which spans processed vegetables, tomatoes, fruit, tuna, and pet foods. The company has a portfolio of well known brands, including Del Monte, Contadina, StarKist, 9Lives, and Kibbles'n Bits. Its acquisition will add additional pet food brands under the Meow Mix label. Its $3.2 billion pro forma revenue base provides meaningful scale, while its products benefit from relatively stable consumption trends. DLM exhibits good cash flow characteristics, and maintains good liquidity -- which is important to its credit profile given a high degree of seasonality during the year. DLM's ratings are limited by the maturity, highly competitive, and relatively low growth characteristics of many of the food categories in which it operates. Margins have been pressured by cost increases for such key raw materials as steel, freight, and fuel, as well as increased marketing spending to support sales and re-invigorate brands. The ratings also take into account that agricultural crop seasons result in large swings in DLM's working capital during the year. In addition, the ratings also consider that over the past year Del Monte has adopted a more aggressive financial policy which included a $125 million accelerated share repurchase program, and the establishment of a cash dividend. Moody's believes the acquisition of Meow Mix makes strategic sense. DLM is already a major producer of pet food producing both wet and dry cat and dog food and pet snacks. This continues to be a relatively attractive segment of the food industry, with solid growth characteristics and good profit margins. Meow Mix, with sales of over $250 million, will increase DLM's pet food business to over $1 billion in revenues and increase company-wide gross margins due to Meow Mix's higher-margin operations. We also view positively DLM's funding a portion of this acquisition via proceeds from the divestiture of its private label soup business -- an unbranded operation which did not have the same attractive growth or margin characteristics as Meow Mix. That said, DLM is paying a very full price for Meow Mix and will be challenged to achieve an acceptable return on this investment. While DLM has reduced net debt by $164 million over the past 12 months, net debt should initially increase by approximately $500 million as a result of the Meow Mix acquisition and soup business divestiture. We expect this will increase debt/EBITDA to over 4X, pro forma for the acquisitions and divestitures. Leverage will increase further during the year due to the seasonal buildup of working capital and related borrowings. Due to the announced transaction and increased leverage, Moody's does not expect an upgrade in DLM's ratings in the near term. Over time, however, the company's ratings could be upgraded if it is able to successfully integrate Meow Mix's operations, and reduce leverage such that Debt/EBITDA can be sustained below 3.5X and free cash flow to debt exceeds 10%. Conversely, DLM's ratings could become pressured if the company encounters material integration problems with Meow Mix, pursues additional debt financed acquisitions or share repurchase activity such that debt/EBITDA exceeds 4.5X and free cash flow to debt falls to much below 8%. Del Monte Corporation is the primary operating subsidiary of Del Monte Foods Company. Del Monte Foods Company, with headquarters in San Francisco, California, is a major manufacturer of branded packaged food and pet food products. DIGITAL LIGHTWAVE: Names Kenneth T. Myers as President & CEO------------------------------------------------------------The Board of Directors of Digital Lightwave, Inc. (Nasdaq: DIGL) appointed Kenneth T. (Ted) Myers as the Company's President and Chief Executive Officer. Mr. Myers is the co-founder of Digital Lightwave and has exceptional knowledge of the Company's technology, products and marketplace. He succeeds Robert F. Hussey, who has served as Interim President and Chief Executive Officer since February 2005. Mr. Hussey will continue as a Director, and as a member of the Executive Committee of the Board. Mr. Myers has worked in engineering and development for nearly 30 years. He has been with the Company since it was founded in 1991, where he and Dr. Bryan Zwan designed the first Network Information Computer, the ASA312. Since that time Mr. Myers has held various positions in the Company in both management and engineering as well as Chief Technology Officer. Dr. Bryan Zwan, Chairman of the Board of the Company, commented, "Mr. Myers intimacy with the Company product, technology and operations and his understanding of the marketplace will bring a fresh and pointed approach to the management of the Company. I look forward to working with Ted as the Company pursues new growth opportunities and a return to profitability in the rapidly changing telecommunications industry." Dr. Zwan went on to say, "I would like to thank Robert Hussey for the excellent progress he made toward achieving the Company's restructuring goals over the past year while serving as interim President and CEO. The other members of the Board of Directors join me in thanking Bob for his commitment and service to the Company and in welcoming Ted as our new President and CEO." Mr. Hussey stated, "Digital Lightwave has made great progress over the last year in both significantly updating its product lines and reshaping company operations. I'm proud of the extraordinary effort put forth by everyone at Digital Lightwave in achieving those goals and look forward to being a witness to the Company's success in 2006."Based in Clearwater, Florida, Digital Lightwave, Inc., providesthe global communications networking industry with products,technology and services that enable the efficient development,deployment and management of high-performance networks. DigitalLightwave's customers -- companies that deploy networks, developnetworking equipment, and manage networks -- rely on its offeringsto optimize network performance and ensure service reliability.The Company designs, develops and markets a portfolio of portableand network-based products for installing, maintaining andmonitoring fiber optic circuits and networks. Network operatorsand telecommunications service providers use fiber optics toprovide increased network bandwidth to transmit voice and othernon-voice traffic such as internet, data and multimedia videotransmissions. The Company provides telecommunications serviceproviders and equipment manufacturers with product capabilities tocost-effectively deploy and manage fiber optic networks. TheCompany's product lines include: Network Information Computers,Network Access Agents, Optical Test Systems, and OpticalWavelength Managers. The Company's wholly owned subsidiaries areDigital Lightwave (UK) Limited, Digital Lightwave Asia PacificPty, Ltd., and Digital Lightwave Latino Americana Ltda.At Sept. 30, 2005, Digital Lightwave's equity deficit widenedto $44,696,000 from a $29,146,000 deficit at Dec. 31, 2004.DMX MUSIC: Wants to Hire KPMG as Tax Accountants------------------------------------------------Maxide Acquisition, Inc., dba DMX MUSIC, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ KPMG, LLP, as their tax accountants.KPMG will provide the Debtors tax compliance and advisory services including preparing federal and state corporate tax returns and supporting schedules for tax year 2004.David K. Yasukochi, a partner at KPMG, tells the Court that for this engagement, the Firm will bill $80,000. Mr. Yasukochi assures the Court that the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code.Headquartered in Los Angeles, California, Maxide Acquisition,Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is majority-owned by Liberty Digital, a subsidiary of Liberty MediaCorporation, with operations in more than 100 countries. DMXMUSIC distributes its music and visual services worldwide to morethan 11 million homes, 180,000 businesses, and 30 airlines with aworldwide daily listening audience of more than 100 millionpeople. The Company and its debtor-affiliates filed for chapter11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431). The case is jointly administered with Maxide Acquisition, Inc. (Bankr. D. Del. Case No. 05-10429). Curtis A. Hehn, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts.DOLPHIN POOLS: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------Lead Debtor: Dolphin Pools, Inc. aka Dolphin Pool & Spa 3405 Highway 169 North Plymouth, Minnesota 55441Bankruptcy Case No.: 06-40293Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Minnesota Pools, Inc. 06-40294Type of Business: The Debtors install and maintain swimming pools. See www.dolphinpool-spa.com/ Chapter 11 Petition Date: March 3, 2006Court: District of Minnesota (Minneapolis)Judge: Nancy C. DreherDebtors' Counsel: Mary L. Cox, Esq. Henson & Efron, P.A. 220 South Sixth Street, Suite 1800 Minneapolis, Minnesota 55402 Tel: (612) 252-2856 Fax: (612) 339-6364Debtors' financial condition as of August 31, 2005: Total Assets: $1,718,663 Total Debts: $1,455,813Debtors' 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Paun, Thomas $780,178 1907 Wayzata Boulevard Wayzata, MN 55391 Fabyanske Westra Hart $128,390 800 LaSalle Avenue Minneapolis, MN 55402 Custom Distributing $108,206 3510 Winnetka Avenue North New Hope, MN 55427 Minnesota Pools $107,000 Superior Pools $57,825 Meikle & Taylor $52,429 Biolab $46,160 WIN Enterprises $23,190 American Express $19,080 Emerald Spa $11,480 RJF Agencies $10,777 CP Enterprises $8,627 Vyn-All Products $6,431 USAquatics $5,326 Aqua Creek Products $4,369 Comcast $4,045 Home Depot $3,231 Medica $3,208 Platinum Plus $3,174 Excel Energy $3,042ENTERGY NEW ORLEANS: Court Approves April 19 as Claims Bar Date---------------------------------------------------------------As reported in the Troubled Company Reporter on Jan. 31, 2006, Entergy New Orleans Inc. asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to fix April 19, 2006, as the deadline by which proofs of claim based must be filed against it.Each person or entity asserting prepetition claim against the Debtor is required to file a written proof of claim on or before the Bar Date with the Clerk of the Bankruptcy Court.A claimant need not file a proof of claim for these prepetition claims: (a) Any prepetition claim for which a proof of claim against the Debtor has already been properly filed with the Clerk of Court; (b) Any prepetition claim of a person or entity (i) whose claim is listed on the Debtor's Schedules of Liabilities and (ii) is not described in the schedules as "disputed," "contingent," or "unliquidated," and (iii) who does not dispute the amount, priority, status, or nature of the prepetition claim; (c) Any prepetition claim to the extent that the prepetition claim has been paid by the Debtor with the Court's authority; and (d) Any prepetition claim that has been fixed and allowed by a Court order entered on or before the Bar Date.Proofs of claim for any rejection damage claims arising during the Debtor's Chapter 11 Case must be filed by the later of: (i) 30 days after the effective rejection date; or (ii) the Bar Date.Proofs of claim for any other prepetition claims with respect to a lease or contract must be filed by the Bar Date. * * * The Honorable Jerry A. Brown of the Bankruptcy Court for the Eastern District of Louisiana directs all entities, including governmental units, with prepetition claims against Entergy New Orleans, Inc., to file a proof of claim on or before April 19, 2006, with the Court.Judge Brown clarifies that holders of prepetition claims regarding first mortgage bonds issued under a Mortgage and Deed Trust dated as of May 1, 1987, between New Orleans Public Service, Inc., and Bank of Montreal Trust Company, do not need to file a proof of claim with the Court.Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.-- http://www.entergy-neworleans.com/-- is a wholly owned subsidiary of Entergy Corporation. Entergy New Orleans provideselectric and natural gas service to approximately 190,000 electricand 147,000 gas customers within the city of New Orleans. EntergyNew Orleans is the smallest of Entergy Corporation's five utilitycompanies and represents about 7% of the consolidated revenues and3% of its consolidated earnings in 2004. Neither EntergyCorporation nor any of Entergy's other utility and non-utilitysubsidiaries were included in Entergy New Orleans' bankruptcyfiling. Entergy New Orleans filed for chapter 11 protection onSept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697). Elizabeth J.Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,Waechter, Poitevent, Carrere & Denegre, L.L.P., represent theDebtor in its restructuring efforts. When the Debtor filed forprotection from its creditors, it listed total assets of$703,197,000 and total debts of $610,421,000. (Entergy NewOrleans Bankruptcy News, Issue No. 12; Bankruptcy Creditors'Service, Inc., 215/945-7000)FORD MOTOR: February 2006 Automobile Sales Dropped by 4% --------------------------------------------------------Ford Motor Company announced last week that its U.S. domestic car sales for February 2006 dropped 4% from the high car sales it experienced in January. Ford Motor also divulged that it would cut 2006 second quarter production in North America by 1.8% to 890,000 cars and trucks. Ford's announcement of falling car sales in February is the latest setback afflicting the financially troubled company, which has been beset by massive losses for the past year, rising fuel costs and continued declining share in the North American market.Ford's February sales of sports utility vehicles declined by 21%, while sales of its F-Series pickup trucks rose 5.5%. News of the Company's declining sales in February drove its shares below $8 per share in active trading on the New York Stock Exchange. As reported in the Troubled Company Reporter on Jan. 26, 2006, Ford Motor Company CEO William Clay Ford Jr. unveiled a restructuring plan that calls for eliminating up to 30,000 jobs and closing several factories in North America by 2012. Dubbed as the "Way Forward," the plan also proposes to reduce production capacity by 26% in three years.Ford lost $1 billion before taxes on its automotive operations in 2005, up from an $850 million loss in 2004. It posted a full-year profit of $2 billion, down from $3.5 billion in 2004.Headquartered in Dearborn, Michigan, Ford Motor Company, is theworld's third largest automobile manufacturer. Ford Motor Co.manufactures and distributes automobiles in 200 markets across sixcontinents. With more than 324,000 employees worldwide, thecompany's core and affiliated automotive brands include AstonMartin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury andVolvo. Its automotive-related services include Ford Motor CreditCompany and The Hertz Corporation. * * *As reported in the Troubled Company Reporter on Jan. 13, 2006,Moody's Investors Service lowered the ratings of Ford MotorCompany (Corporate Family and long-term to Ba3 from Ba1). Ford'sSGL-1 Speculative Grade Liquidity rating is affirmed. The ratingoutlook for Ford Motor is negative.As reported in the Troubled Company Reporter on Jan. 9, 2006,Standard & Poor's Ratings Services lowered its corporate creditratings on Ford Motor Co., Ford Motor Credit Co. (Ford Credit),and all related entities to 'BB-/B-2' from 'BB+/B-1' and removedthem from CreditWatch, where they were placed on Oct. 3, 2005,with negative implications. The outlook is negative.Consolidated debt outstanding totaled $141.7 billion at Sept. 30,2005.As reported in the Troubled Company Reporter on Dec. 21, 2005,Fitch Ratings has downgraded the issuer default rating and seniorunsecured debt ratings of Ford Motor Company, Ford Credit Companyand affiliate ratings to 'BB+' from 'BBB-'. The ratings of TheHertz Corporation and its subsidiaries are not affected by thisaction. Ford's Rating Outlook remains Negative.GENERAL MOTORS: February 2006 U.S. Sales Fall to 301,545 Vehicles-----------------------------------------------------------------General Motors Corporation disclosed that its U.S. automobile sales for February dipped 2.5% to 301,545 vehicles. General Motors' car model sales fell 13% in February, but sales of its sports utility vehicles, pickup trucks and minivans gained 5.3% in February. GM's market share in North American for 2005 decreased to 23.4% from market share of 24.2% in 2004.The Company also announced that it would cut its second quarter 2006 North American production by 3.7% to 1.2 million cars and trucks. GM's falling car sales in February is just the latest setback for the troubled company, which has been beset by a continuing decline of market share in North America due to intense competition, high fuel prices and high labor and employee health care costs, reports said. GM's announcement of the fall of its February car sales drove its shares below $20 per share in heavy trading at the New York Stock Exchange. As reported in the Troubled Company Reporter on Feb. 13, 2006, General Motors Corporation unveiled a turnaround plan that is expected to generate savings, stem losses, reduce costs and business risks and further enhance GM's financial flexibility.GM will cut its dividend payments to $0.25 per share, per quarter, payable on March 10, 2006 to holders of record as of Feb. 16, 2006. The dividend had previously been $0.50 per share, per quarter, since the first quarter of 1997. The change in the dividend rate will reduce GM's cash outlay by about $565 million on an annualized basis.Other components of the turnaround plan include: -- revised health-care benefit plan for salaried retirees in the U.S. that is expected to reduce GM's liability by about $4.8 billion and its annual health-care expense by almost $900 million before taxes; and -- planned restructuring of the U.S. salaried pension benefit plan.At Dec. 31, 2005, GM reported total assets $475,284,000,000 and total liabilities of $457,511,000,000. As of Dec. 31, 2005, GM's balance sheet showed $16,734,000,000 of positive shareholder' equity, compared to stockholders' equity of $27,401,000,000 for Dec. 31, 2004.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. * * *As reported in the Troubled Company Reporter on Feb. 22, 2006, 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. As reported in the Troubled Company Reporter on Dec. 14, 2005, Standard & Poor's Ratings Services lowered its corporate creditrating on General Motors Corp. to 'B' from 'BB-' and its short-term rating to 'B-3' from 'B-2' and removed them from CreditWatch, where they were placed on Oct. 3, 2005, with negative implications. The outlook is negative.The 'BB/B-1' ratings on General Motors Acceptance Corp. and the'BBB-/A-3' ratings on Residential Capital Corp. remain onCreditWatch with developing implications, reflecting the potentialthat GM could sell a controlling interest in GMAC to a highlyrated financial institution. Consolidated debt outstandingtotaled $285 billion at Sept. 30, 2005.HAPPY KIDS: Court Okays Rejection of 17 Equipment Leases--------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York gave Happy Kids Inc. and its debtor-affiliates permission to reject 17 unexpired equipment leases. The Debtors reminds the Court that they sold substantially all of their assets to Wear Me Apparel Corp., and are in the process of concluding their chapter 11 cases. The sale transaction to Wear Me closed on Nov. 30, 2005. The equipment was used in connection with the Debtors' former leased warehouse facility located in Dayton, New Jersey, that was included in the asset sale. Upon the closing of the asset sale, Wear Me determined that the equipment in the warehouse is no longer necessary in the operations of that facility and decided not to assume it. The Debtors also determined that the equipment leased under the 17 agreements is no longer necessary to their estates and the leases should be rejected. A list of the 17 rejected equipment leases is available for free at http://ResearchArchives.com/t/s?60f Headquartered in New York, New York, Happy Kids Inc. and itsaffiliates are leading designers and marketers of licensed,branded and private label garments in the children's apparelindustry. The Debtors' current portfolio of licenses includesIzod (TM), Calvin Klein (TM) and And1 (TM). The Company and itsdebtor-affiliates filed for chapter 11 protection on Jan. 3, 2005(Bankr. S.D.N.Y. Case No. 05-10016). Sheldon I. Hirshon, Esq., atProskauer Rose LLP, represents the Debtors in their restructuringefforts. When the Debtor filed for protection from its creditors,it listed total assets of $54,719,000 and total debts of$82,108,000.HSM-KENNEWICK: Case Summary & 18 Largest Unsecured Creditors------------------------------------------------------------Debtor: HSM-Kennewick, L.P. 1100 Providence Towers West 5001 Spring Valley Road Dallas, Texas 75244Bankruptcy Case No.: 06-30900Chapter 11 Petition Date: March 3, 2006Court: Northern District of Texas (Dallas)Judge: Harlin DeWayne HaleDebtor's Counsel: Rakhee V. Patel, Esq. Pronske & Patel, P.C. 1717 Main Street, Suite 3400 Dallas, Texas 75201 Tel: (214) 438-1611 Fax: (214) 438-1612Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Henry S. Miller Investment Co. Loan $75,0001100 Providence Towers West5001 Spring Valley RoadDallas, TX 75244HSM Equity Partners, Inc. Arrearage $60,0001100 Providence Towers West5001 Spring Valley RoadDallas, TX 75244Sheila K. Knight $0Irrevocable Trust5001 Spring Valley RoadSuite 1160EDallas, TX 75244Rick Wahorne $0Rainbow Trading Corp. $0PBB Investments, Ltd. $0Mike McCoy $0Jonathan C. Knight $0J.D. Walker $0J&D Stein Family LP $0Henry S. Miller Holdings Corp. $0General Land, LLC $0Fred Brodsky $0First Continental Enterprises $0Embrey Enterprises, Inc. $0Elliot S. Jaffe $0Chilton Investment Trust $0Barrie Damson $0HUNTSMAN CORP: S&P Places BB- Credit Rating on Developing Watch---------------------------------------------------------------Standard & Poor's Ratings Services placed its ratings on Huntsman Corp. and its affiliate Huntsman International LLC on CreditWatch with developing implications, including the 'BB-' corporate credit ratings. The CreditWatch placement follows the company's recent announcement that it is undertaking a review of its corporate structure that could result in the spin-off to shareholders of its $6 billion base chemicals and polymers operations. The Salt Lake City, Utah-based chemical company has cited frustration with the valuation of its shares since the time of the February 2005 IPO as the reason for the proposed transaction.This announcement follows the company's decision during February 2006 to terminate discussions with potential buyers that had expressed interest in acquiring the entire corporation. As of Dec. 31, 2005, Huntsman reported approximately $4.5 billion of debt, excluding adjustments for unfunded postretirement benefit obligations. The CreditWatch developing indicates that the corporate credit and issue ratings could be raised, lowered or affirmed following such a transaction, depending upon a review of key elements of the proposal. "If Huntsman pursues a spin-off to shareholders, key factors for review will include the amount of debt to be placed on each business, disclosure of the legal entities that will hold the respective assets of each business, and any contractual or structural changes that will affect the existing debt obligations that will remain in place," Standard & Poor's credit analyst Kyle Loughlin said. Standard & Poor's would expect the differentiated portfolio, which is much more profitable and resistant to cycles, will have the stronger business profile and substantially more debt capacity than Huntsman's more cyclical commodity assets. Based on the preliminary information, Huntsman expects to pursue the spin-off of the entire commodity chemical business into a separate legal entity, resulting in two publicly held chemical companies. One company would continue to build on the $7.5 billion differentiated, higher growth and more profitable product portfolio that includes: * polyurethanes, * advanced materials, * performance products, and * pigments, while the basic commodity businesses would form the second company focused on basic chemical and polymers. During 2005, the differentiated businesses generated nearly 75% of Huntsman Corp's EBITDA. Huntsman indicated that it will be mid-2006 before audits and other work is completed to facilitate the transaction, with the separation targeted for sometime in the second half of 2006. Huntsman Corp. is a holding company with diverse chemical operations generating annual sales of approximately $13 billion. Despite a strategic emphasis on growing the performance chemicals business, nearly half of Huntsman's total revenue is currently still derived from commodity product categories, consisting of: * the domestic petrochemical assets and a large basic petrochemical complex at Wilton, U.K.; and * a No. 3 position in the global titanium dioxide business. These markets are cyclical and sensitive to changes in the balance between supply and demand, rapid movements in the price of raw materials, and the level of economic growth; accordingly, operating profit margins will exhibit significant variability depending upon external business conditions. Still, Huntsman's business mix in commodity chemicals is balanced by: * good positions in a number of intermediate products; * participation in the more attractive niches within the polymers segment; and * significant contributions from differentiated product categories.INTEGRATED ELECTRICAL: Court Okays Use of Cash Management System----------------------------------------------------------------Sanford R. Edlein, Integrated Electrical Services, Inc.'s chiefrestructuring officer, relates that Integrated Electrical Services, Inc., and its debtor-affiliates maintain an integrated cash management system that is highly automated and computerized, and includes the necessary accounting controls to enable the Debtors to trace funds through the system and to ensure that all transactions are adequately documented and readily ascertainable."It is designed to efficiently collect, transfer, and disbursefunds for each of the Debtors' business units. With periodicadjustments, the Debtors' Cash Management System has been inplace since approximately January 2003," Mr. Edlein says.The Debtors have approximately 34 business units and maintainmore than 100 bank accounts at various banks and financialinstitutions across the country. IES' Corporate TreasuryDepartment maintains two concentration accounts at Bank ofAmerica, N.A. Each of the Debtors' business units is assigned toone of eight regional concentration banks, based on geographicallocation. Two business units outside of the Regional Banks'market areas use other banking institutions.Each business unit maintains at least two separate accounts withits Regional Bank (disbursement and payroll), and a depositoryaccount with either BofA or its Regional Bank under the controlof BofA. All three types of accounts are typically zero balanceaccounts, with automatic transfers between those accounts and theRegional Concentration Accounts.As funds are collected, mainly from accounts receivable, they aredeposited into the blocked depository accounts. All receivablesthen flow to the main blocked account to pay down any loan, fees,or expenses outstanding to BofA. Funds remaining are then senton a daily basis by BofA to IES' main operating account for useby the Debtors.The United States Trustee requires debtors to close prepetitionBank Accounts and open new postpetition bank accounts. Ifenforced in the Debtors' cases, this requirement would causeenormous disruption in the Debtors' business, thereby impairingtheir efforts to reorganize, Mr. Edlein says.Mr. Edlein points out that the Debtors' Bank Accounts and CashManagement System, with periodic adjustments, have beenestablished and employed for several years and constituteordinary course, essential business practices. The Bank Accountsand Cash Management System provide significant benefits to theDebtors including, among other things, the ability to: (i) efficiently collect and disburse funds, including payroll obligations to employees and accounts payable obligations to vendors, (ii) invest idle funds to maximize interest income with minimal risk, and (iii) ensure maximum availability of funds for each of the Debtors' business units.At the Debtors' request, the U.S. Bankruptcy Court for the Northern District of Texas authorizes the Debtors to continue to use their existing Bank Accounts and Cash Management System. The Order will become final if no objections are filed within 20 days.Headquartered in Houston, Texas, Integrated Electrical Services,Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is an electrical and communications service provider with nationalroll-out capabilities across the U.S. Integrated ElectricalServices offers seamless solutions and project delivery ofelectrical and low-voltage services, including communications,network, and security solutions.The Company provides everything from system design, installation,and testing to long-term service and maintenance on a wide arrayof projects. With approximately 140 locations nationwide, theCompany is prepared to seamlessly manage and deliver all yourelectrical, security, and communication requirements. The Debtorand 132 of its affiliates filed for chapter 11 protection onFeb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602). DanielC. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &Elkins, L.L.P., represent the Debtors in their restructuringefforts. As of Dec. 31, 2005, Integrated Electrical reportedassets totaling $400,827,000 and debts totaling $385,540,000.(Integrated Electrical Bankruptcy News, Issue No. 2; BankruptcyCreditors' Service, Inc. 215/945-7000)INTEGRATED ELECTRICAL: Court Okays Waiving of Sec. 345 Guidelines-----------------------------------------------------------------Integrated Electrical Services, Inc., and its debtor-affiliates had three investment accounts: (i) an account used to invest excess cash held overnight in the IES Operating Account; (ii) an account used to invest funds that are held in a segregated cash collateral account that is subject to a lien in favor of BofA; and (iii) an account that permits the Debtors to manually invest funds.According to Sanford R. Edlein, Integrated Electrical Services,Inc.'s chief restructuring officer, funds from the OvernightInvestment Account are invested in the Columbia Treasury Reservesfund managed by Columbia Management. The fund generally investsin a diversified portfolio of high quality money marketinstruments that, at the time of the investment, are consideredto have remaining maturities of 397 days or less. The fundtypically invests at least 80% of its assets in U.S. Treasuryobligations, and repurchase agreements secured by U.S. Treasuryobligations. The 7-day current yield on the fund as of Dec. 31,2005, was approximately 3.54%. Standard and Poor's has rated thefund AAA.Funds from the Manual Investment Account and the Cash CollateralInvestment Account are invested in a money market fund that ismanaged by Fidelity Investments, Mr. Edlein continues. The fundgenerally invests at least 80% of its assets in U.S. Governmentsecurities and repurchase agreements for those securities. Thefund may also enter in reverse repurchase agreements. The 7-daycurrent yield on the fund as of December 31, 2005, wasapproximately 3.91%. Standard and Poor's has rated the fund AAA."By investing excess cash in this manner, the Debtors are able toenhance returns on their short-term balances while maintainingsufficient liquidity levels to meet their cash flow obligations,"Mr. Edlein explains.Section 345(a) of the Bankruptcy Code provides that a trustee maymake deposits or investments of the money of the estate that willyield the maximum reasonable return on that money, taking intoaccount the safety of that deposit. Section 345(b) furtherprovides that unless the Court orders otherwise, for deposits orinvestments that are not "insured or guaranteed by the UnitedStates or by a department, agency, or instrumentality of theUnited States or backed by the full faith and credit of theUnited States," the estate must require the institution withwhich the money is deposited or invested to either post a suretybond or deposit "securities of the kind specified in section 9303of title 31."To the extent that the banks with which the Debtors deposit fundsdo not otherwise comply with the requirements of Section 345 ofthe Bankruptcy Code, the Debtors ask U.S. Bankruptcy Court for the Northern District of Texas to permit them continue using their deposit accounts under Section 345(b).Mr. Edlein asserts that the Debtors' investment policy does notthreaten their reorganization or the financial well being of theDebtors' estates, and cause exists for the Court to waive thestrict requirement of Section 345(b) to allow the Debtors tocontinue their current investment policy. * * *The Hon. Barbara J. Houser of the Bankruptcy Court for the Northern District of Texas grants the Debtors' request on an interim basis. If no objections are filed within 20 days, the Order will become final.Headquartered in Houston, Texas, Integrated Electrical Services,Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is an electrical and communications service provider with nationalroll-out capabilities across the U.S. Integrated ElectricalServices offers seamless solutions and project delivery ofelectrical and low-voltage services, including communications,network, and security solutions.The Company provides everything from system design, installation,and testing to long-term service and maintenance on a wide arrayof projects. With approximately 140 locations nationwide, theCompany is prepared to seamlessly manage and deliver all yourelectrical, security, and communication requirements. The Debtorand 132 of its affiliates filed for chapter 11 protection onFeb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602). DanielC. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &Elkins, L.L.P., represent the Debtors in their restructuringefforts. As of Dec. 31, 2005, Integrated Electrical reportedassets totaling $400,827,000 and debts totaling $385,540,000.(Integrated Electrical Bankruptcy News, Issue No. 2; BankruptcyCreditors' Service, Inc. 215/945-7000)INTEGRATED SECURITY: Equity Deficit Tops $5.2 Million at Dec. 31----------------------------------------------------------------Integrated Security Systems, Inc. (OTCBB:IZZI) delivered its financial results for the fourth quarter and fiscal year ended Dec. 31, 2005, to the Securities and Exchange Commission on Feb. 21, 2006.For the three months ended Dec. 31, 2005, the company reported $938,268 net loss compared to $960,749 net loss for the same period of 2004. Total sales decreased by $0.1 million, or 4%, to $3.0 million during the quarter ended Dec. 31, 2005 from $3.1 million during the quarter ended Dec. 31, 2004. The last six months have been critical in the history of Integrated Security Systems, Inc. Beginning last July, the company began a process of restructuring its largest subsidiary, B&B ARMR, a leading producer of anti-terrorism and perimeter security barriers and systems. This was done in an effort to improve the company's products and services as well as reduce its cost structure. As part of this restructuring process, the company closed its Norwood, Louisiana facility and outsourced significant portions of our production. In addition, the company moved the headquarters offices of the business to Carrollton, Texas. While these changes resulted in a decrease in headcount from 70 to fourteen, the new structure allows a greater focus on what its customers consider to be the highest value activities; namely design, engineering and support.In financial terms, the company has begun to realize the fruits of this restructuring. B&B ARMR produced positive operating income in December. During the next twelve months, the company expects to see considerable acceleration in both sales and profits for the division. In addition, all indications from the market point to improved sales leading into the future.Corporate expenses, consisting of interest, legal, accounting and corporate staff plus non-cash costs for warrants and debt issuance amortization remain somewhat high for the company's current size and offset current contributions from operations. The company expects this to change in its fourth fiscal quarter ending June 30, 2006, as the company gains volume and our structure is well positioned to accommodate that growth.The restructuring process, including a physical move, changes in accounting systems and personnel changes made it necessary to restate results for the first quarter, which ended in September. This restatement resulted in a sales decrease of approximately $40,000 and an increase in the net loss allocable to common stockholders of approximately $340,000. Going Concern DoubtAs reported in the Troubled Company Reporter on Nov. 28, 2005,Weaver and Tidwell, LLP, expressed substantial doubt about thecompany's ability to continue as a going concern after it auditedthe company's financial statements for the fiscal year endedJune 30, 2004. The auditors cited the company's significantlosses from operations for the year. The company received asimilar opinion from its previous auditors, Grant Thornton LLP.Headquartered in Irving, Texas, Integrated Security Systems, Inc.-- http://www.integratedsecurity.com/-- is a technology company that provides products and services for homeland security needs.ISSI also designs, develops and markets safety equipment andsecurity software to the commercial, industrial and governmentalmarketplaces. ISSI's Intelli-Site(R) provides users with asoftware solution that integrates existing subsystems frommultiple vendors without incurring the additional costs associatedwith upgrades or replacement.At Dec. 31, 2005, the Company's balance sheet showed $10.2 million in total assets and $15.9 million in total liabilities, resulting in a stockholders' deficit of $5.7 million.INTRAWEST CORP: Moody's Affirms B1 Senior Unsecured Debt Rating---------------------------------------------------------------Moody's Investors Service affirmed all ratings of Intrawest Corporation including its B1 senior unsecured debt ratings and Ba3 corporate family rating. In addition, Moody's changed the outlook to developing from stable as a result of Intrawest's intention to review strategic options to enhance shareholder value, which could include a capital restructure review, strategic partnerships, or business combinations. The developing outlook incorporates the uncertainty as to the type of transaction that will be entered into, the timing of the event, and ultimate impact it will have on bondholder's. Moody's will monitor Intrawest's progress during its strategic review process and evaluate the events as information becomes available. Intrawest operates ten mountain ski resorts in North America, six in the United States and four in Canada. The company also owns, develops, and manages residential and commercial in areas adjoining its resorts. Additionally, the company owns Abercrombie & Kent Group a luxury travel company, as well as a resort community and golf course in Florida, a golf course in Arizona, and Alpine Helicopter Ltd., a Canadian helicopter skiing and hiking company.J. CREW GROUP: Extends Tender Offer for Sr. Sub. Notes to May 1---------------------------------------------------------------J. Crew Operating Corp. is extending its Tender Offer and Consent Solicitation relating to its 9-3/4% Senior Subordinated Notes due 2014 (CUSIP No. 46612GAC1). The Offer will now expire at 9:00 a.m., New York City time, on May 1, 2006, unless further extended. Holders who have tendered their Notes pursuant to the Offer are being given the opportunity to withdraw their tendered Notes and revoke their consents to certain proposed amendments to the related indenture until 5:00 p.m., New York City time, on March 8, 2006. Holders who validly withdraw their Notes and revoke their consents prior to the Withdrawal Deadline will not receive any consideration for their Notes. Withdrawing Holders who wish to re-tender their Notes and re-deliver their consents in order to receive the Tender Consideration must validly re-tender their Notes at or prior to the Expiration Time. The right to withdraw tendered Notes and the right to revoke consents will expire at the Withdrawal Deadline except under certain limited circumstances. If the Offer is consummated, holders who validly tendered their Notes prior to 5:00 p.m., New York City time, on Oct. 14, 2005, and who do not withdraw their tendered Notes prior to the Withdrawal Deadline will receive the Total Consideration. Holders who do not withdraw their tendered Notes prior to the Withdrawal Deadline, or Withdrawing Holders who re-tender their Notes prior to the Expiration Time, will be deemed to have consented to this amendment to the Offer. Questions regarding the Offer should be directed to the sole dealer manager: Goldman, Sachs & Co., Attention: Credit Liability Management Group Tel: (212) 357-7867 (877) 686-5059Requests for assistance or additional sets of the supplement or the offer materials may be directed to the Information Agent and Depositary: Global Bondholder Services Corporation Tel: (212) 430-3774 (866) 873-6300 J. Crew Group retails men's and women's apparel, shoes and accessories. The Company operates 160 retail stores, the J.Crew catalog business, jcrew.com, and 44 factory outlet stores. As of Oct. 29, 2005, J. Crew's equity deficit narrowed to$525 million from a $578 million deficit at Oct. 30, 2004. * * *As reported in the Troubled Company Reporter on Dec. 19, 2005,Standard & Poor's Ratings Services raised its corporate creditrating on specialty apparel retailer J. Crew Group Inc. to 'B'from 'B-'. The rating remains on CreditWatch with positiveimplications due to the planned recapitalization of the company,which includes an IPO of its common stock and debt refinancing.As reported in the Troubled Company Reporter on Sept. 22, 2005,Moody's placed the ratings of J. Crew Group, Inc. on review forpossible upgrade following the company's filing for an upcominginitial public offering and plan to utilize the proceeds to de-lever its balance sheet.These ratings were placed on review for possible upgrade: * Corporate family rating of B3 * Senior discount notes of Caa2J.L. FRENCH: Court Gives Final Nod on $50 Million DIP Financing---------------------------------------------------------------J.L. French Automotive Castings, Inc., reported that it received final approval from the U.S. Bankruptcy Court for the District of Delaware of the full $50 million debtor-in-possession financing. The company earlier reached agreement with its unsecured creditors committee on various objections the committee had raised to the terms of the financing.Since filing its pre-arranged reorganization under Chapter 11 on Feb. 10, J.L. French has achieved support from vendors and customers alike. Virtually all of the company's vendors are shipping on schedule. The company's foreign operations are excluded from the Chapter 11 case. As reported in the Troubled Company Reporter on Feb. 14, 2006, the company received Court approval on its first day motions, which included: * access to $25 million in interim debtor-in-possession financing; * payment of prepetition employee wages and benefits; * payment of prepetition critical trade vendor claims; and * continued use of the Debtor's cash management system and banking relationships.Headquartered in Sheboygan, Wisconsin, J.L. French AutomotiveCastings, Inc. -- http://www.jlfrench.com/-- is one of the world's leading global suppliers of die cast aluminum componentsand assemblies. There are currently nine manufacturing locationsaround the world including plants in the United States, UnitedKingdom, Spain, and Mexico. The company has fourteenengineering/customer service offices to globally support ourcustomers near their regional engineering and manufacturinglocations. The Company and its debtor-affiliates filed forchapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.06-10119 to 06-06-10127). James E. O'Neill, Esq., Laura DavisJones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski StangZiehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &Ellis LLP, represent the Debtors in their restructuring efforts. When the Debtor filed for chapter 11 protection, it estimatedassets and debts of more than $100 million.JAMES RIVER: Incurs $9.4 Million Net Loss in Fourth Quarter-----------------------------------------------------------James River Coal Company (NASDAQ: JRCC) had a $9.4 million net loss for the fourth quarter of 2005 and a net loss of $12.3 million for the year ended Dec. 31, 2005."This was a very busy quarter and a very busy year for James River Coal Company," Peter T. Socha, the Company's Chairman and Chief Executive Officer said. "We spent a great deal of time and effort setting the stage for profitable growth in 2006 and 2007. However, setting the stage for profitable future growth has required substantial current investment. These investments have included both people and mine infrastructure. Thus far in 2006, we are clearly seeing the results of these investments.""Our production in January 2006 from CAPP was 19% higher than the comparable period in 2005. During 2005, we closed three high cost mines and opened four new lower cost mines. Lastly, we are benefiting from new higher sales prices. Our average sales price in January 2006 was almost $6.00 per ton higher than the average CAPP sales price just one month earlier in December 2005. In summary, we are very confident about the future. Our major investment program has almost concluded, we have continued to attract some of the best employees and management in the coal mining industry and the overall industry dynamics continue to be very bright." Quarterly ResultsMr. Socha continued: "With a few minor exceptions, our mining conditions this quarter were good. We had three mines performing development work in connection with moves to better mining conditions. All three mines have completed this work and are currently in normal mining conditions.""Our costs this quarter ... were higher than the 3rd quarter of 2005 and the 4th quarter of 2004. We continue to be impacted by industry-wide cost inflation in both labor and raw materials. We have also been impacted by lower productivity resulting from more operational and safety training for our miners. Lower productivity was also due to more time being spent on belt and infrastructure maintenance.""The fourth quarter is traditionally the slowest production time of year and our mine operations teams performed extra maintenance in expectation of a busy 2006. The strategy has proven to be successful as equipment and belt availability have both shown improvement in 2006. We have also seen a dramatic reduction in injuries and lost-time accidents.""Lastly, our SG&A increased primarily due to salaries, benefits, and stock related compensation. We have added an entire team of managers and associates dedicated to the development of our new surface mines. This team includes technical, operations, and land acquisition personnel to acquire additional properties, design the new mines, obtain all necessary permits, and manage the new mine operations." Liquidity The Company has entered into an amendment of its Senior Secured Credit Facility that restored the Company's compliance with all of the financial covenants of the Senior Secured Credit Facility as of Dec. 31, 2005, and revised certain covenants in the Senior Secured Credit Facility on an ongoing basis. As of Dec. 31, 2005, the Company had available liquidity of approximately $33.9 million. This consisted of unrestricted cash on hand of approximately $8.9 million and availability under the revolver component of our Senior Secured Credit Facility of approximately $25.0 million. Headquartered in Richmond, Virginia, James River Coal Co. --http://www.jamesrivercoal.com/-- mines, processes and sells bituminous, low sulfur, steam- and industrial-grade coal throughfive operating subsidiaries located throughout Eastern Kentucky.James River's five mining complexes include 17 mines and sevenpreparation plants, five of which have integrated rail loadoutfacilities and two of which use a common loadout facility at aseparate location. James River emerged from bankruptcy in May2004 with its Central Appalachian assets. Subsequently, thecompany acquired mining assets located in the Illinois coal basinon May 31, 2005, that currently account for approximately onethird of production. * * *As reported in the Troubled Company Reporter on Dec. 26, 2005, Moody's Investors Service affirmed these ratings: * $150 million of senior unsecured notes due 2012, B3 * $100 million senior secured credit agreement, B1 * Corporate family rating, B2Moody's lowered this rating: * Speculative grade liquidity rating to SGL-4 from SGL-3As reported in the Troubled Company Reporter on Dec. 12, 2005, Standard & Poor's Ratings Services revised its outlook on Richmond, Virginia-based James River Coal Co. to negative from stable. At the same time, all ratings, including the 'B' corporate credit rating, on the company were affirmed.JAMES RIVER: Poor Performance Cues Moody's to Review Low-B Ratings------------------------------------------------------------------Moody's Investors Service placed under review for possible downgrade James River Coal Company's B2 corporate family rating, its B1 senior secured rating and its B3 senior unsecured rating. At the same time Moody's affirmed James River Coal's SGL-4 speculative grade liquidity rating, reflecting weak liquidity. The review was prompted by James River's very poor operating performance in the fourth quarter of 2005 and Moody's belief that the company's operating performance may not improve as rapidly as previously expected as it transitions to new mines and continues to suffer from high operating costs at all of its mines. The review is also prompted by Moody's concerns about the direction the company may take given its announcements of both an acquisition that will consume all of the company's remaining cash balance and a strategic review that will consider further acquisitions, a merger with another company or the sale of James River Coal. On Review for Possible Downgrade: Issuer: James River Coal Company * Corporate Family Rating, Placed on Review for Possible Downgrade, currently B2 * Senior Secured Bank Credit Facility, Placed on Review for Possible Downgrade, currently B1 * Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently B3 Outlook Actions: Issuer: James River Coal Company * Outlook, Changed To Rating Under Review From Negative The review will focus on James River Coal's ability to transition to new mines, its ability to generate consistent operating income at all of its mines, the time frame in which company-wide profitability may occur and the sustainability of profitable operations. The review will also consider the company's ability to generate cash flow and its available alternatives to fund negative free cash flow. Moody's believes the company is likely to generate negative free cash flow in 2006 given the company's operating performance and its capex guidance. The review will also consider the company's overall liquidity in the context of both its debt and liquidity ratings. It is possible that following the review the rating may be lowered more than one notch. The SGL-4 liquidity rating reflects weak liquidity. While the company has received some short term covenant relief Moody's believes additional relief may be required over the course of the next twelve to fifteen months. In addition, Moody's expects the company, over the course of the next twelve months, to be free cash flow negative given the relatively high capital expenditure levels anticipated in 2006. James River Coal Company, based in Richmond Virginia, is engaged in the mining and marketing of steam and industrial coal and had revenues in the fiscal year ended Dec. 31, 2005, of $454 million. KNOBIAS INC: Loan from Bushido Capital Now Totals $945,000----------------------------------------------------------Knobias, Inc.'s loan from Bushido Capital Master Fund, LP, now totals $945,000 after it borrowed $50,000 more from Bushido on Feb. 23, 2006. The financing started in June 2, 2005. The Company issued Bushido Convertible Promissory Notes, to evidence the loans. The Notes bear interest at 8% per annum and are convertible into subsequent convertible instruments or shares of common stock. The Company's loans are: Issuance Date Maturity Date Principal Amount ------------- ------------- ---------------- June 2, 2005 June 2, 2006 $250,000 August 9, 2005 August 9, 2006 $50,000 August 25, 2005 August 25, 2006 $50,000 September 7, 2005 September 7, 2006 $50,000 September 21, 2005 September 21, 2006 $50,000 October 19, 2005 October 19, 2006 $50,000 November 3, 2005 November 3, 2006 $50,000 November 17, 2005 November 17, 2006 $60,000 December 1, 2005 December 1, 2006 $75,000 December 15, 2005 December 15, 2006 $55,000 December 28, 2005 December 28, 2006 $35,000 January 10, 2006 January 10, 2007 $55,000 February 8, 2006 February 8, 2007 $65,000 February 23, 2006 February 23, 2007 $50,000The Company may, without premium or penalty, prepay the principal, and all accrued interest, at any time prior to the date of maturity. The full principal amount of the Notes, plus interest, is due upon a default under the terms of the Notes. Going Concern DoubtAs reported in the Troubled Company Reporter on Feb. 6, 2006,Russell Bedford Stefanou Mirchandani LLP expressed substantialdoubt about Knobias' ability to continue as a going concern afterit audited the Company's financial statements for the year endedDec. 31, 2004. The auditing firm pointed to the Company'ssignificant operating losses.Knobias, Inc. -- http://www.knobias.com/-- provides complete financial information solutions for institutional marketparticipants, corporations and industry professionals. Actionabledata is delivered via high-quality applications consisting ofproprietary products; analytics; streaming information; financialdata; fundamental research; and third-party research. Primarilythrough its wholly owned subsidiary, Knobias.com, LLC, it marketsits products to individual investors, day-traders, financialoriented websites, public issuers, brokers, professional tradersand institutional investors.At Sept. 30, 2005, Knobias' liabilities exceeded its assets by$2,059,985.KNOBIAS INC: Appoints Susan R. Walker as Chief Financial Officer----------------------------------------------------------------The Board of Directors of Knobias, Inc., appointed Susan R. Walker, CPA, CVA as Chief Financial Officer. Mrs. Walker graduated from the University of Southern Mississippi in May 1990 with a Bachelor of Science degree in Accounting and obtained her license as a Certified Public Accountant in the same year. She worked with Arthur Andersen, LP in the Jackson, Mississippi office from 1990 to 1994 and with a local firm from 1994 to 1998. In 1998, she began her own public accounting firm providing bookkeeping, taxation and litigation support services. She has worked with the company since December 2001 in a part-time accounting position. Mrs. Walker is not a party to any employment agreement with the Company, and there is no family relationship between or among Mrs. Walker and any director or executive officer of the Company. Going Concern DoubtAs reported in the Troubled Company Reporter on Feb. 6, 2006, Russell Bedford Stefanou Mirchandani LLP expressed substantialdoubt about Knobias' ability to continue as a going concern afterit audited the Company's financial statements for the year endedDec. 31, 2004. The auditing firm pointed to the Company'ssignificant operating losses.Knobias, Inc. -- http://www.knobias.com/-- provides complete financial information solutions for institutional marketparticipants, corporations and industry professionals. Actionabledata is delivered via high-quality applications consisting ofproprietary products; analytics; streaming information; financialdata; fundamental research; and third-party research. Primarilythrough its wholly owned subsidiary, Knobias.com, LLC, it marketsits products to individual investors, day-traders, financialoriented websites, public issuers, brokers, professional tradersand institutional investors.At Sept. 30, 2005, Knobias' liabilities exceeded its assets by$2,059,985. LEGACY ESTATE: Can Employ Morrison & Foerster as Special Counsel----------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of California in Santa Rosa gave The Legacy Estate Group LLC and its debtor-affiliates permission to employ Morrison & Foerster LLP as their special corporate and debt financing counsel.Morrison & Foerster will receive a $50,000 postpetition retainer from the Debtors. As reported in the Troubled Company Reporter on Jan. 26, 2006, Morrison & Foerster will: a) serve as general corporate counsel, and provide advice relating to general corporate matters, disclosure requirements, corporate transactions, merger, acquisition and asset disposition issues; b) investigate, research and analyze legal and factual corporate issues, and prepare relevant corporate documents; c) provide services pertaining to other related matters such as general commercial litigation and tax and employee benefit issues; d) negotiate with potential lenders and investors regarding debtor-in-possession financing, equity investment or merger and acquisition transactions; and e) provide other services relate to corporate issues or debt and equity financing pursuant to any plan of reorganization.The hourly rate for Morrison & Foerster's professionals are: Designation Hourly Rate ----------- ----------- Members $485 to $850 Associates $235 to $480 Paralegals and Specialists $125 to $240Adam Lewis, Esq., at Morrison & Foerster, assures the Bankruptcy Court that his Firm does not hold or represent any interest adverse to the Debtors or their estates. About Morrison & FoersterWith more than a thousand lawyers in 19 offices around the world, Morrison & Foerster -- http://www.mofo.com/-- offers clients comprehensive, global legal services in business and litigation.Headquartered in Saint Helena, California, The Legacy Estate GroupLLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey Winery, which produces a range of red, white, and dessert wines.Legacy Estate and Connaught Capital Partners, LLC, filed forchapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.Case No. 05-14659). John Walshe Murray, Esq., Lovee Sarenas,Esq., and Robert A. Franklin, Esq., at the Law Offices of Murrayand Murray represent the Debtors in their restructuring efforts.Lawyers at Winston & Strawn LLP represents the Official Committeeof Unsecured Creditors. When the Debtors filed for protectionMASSEY ENERGY: S&P Affirms BB- Rating & Amends Outlook to Negative------------------------------------------------------------------Standard & Poor's Rating Services revised its outlook on Richmond, Virginia-based coal producer Massey Energy Co. to negative from stable. All ratings, including the 'BB-' corporate credit rating, were affirmed. "The outlook revision followed Massey's downward revision to its 2006 production guidance by 2 million tons and its upward revision of its 2006 cost guidance by $1 per ton," Standard & Poor's credit analyst Dominick D'Ascoli said. "These revisions and the continual inability of Massey to meet its own production and cost guidance, despite additional capital expenditures aimed at improving its operations, are manifestations of the difficult operating conditions Massey faces. As a result, we have reduced our expectations of future cash flows and credit metrics." "We could lower the ratings if sales volumes fall significantly short of company guidance or costs significantly increase. We could also lower the ratings if the company implements additional shareholder initiatives at a meaningful detriment to the balance sheet. We could revise the outlook to stable if productivity increases and contributes to higher cash flow generation or if the company were to reduce its debt leverage," Mr. D'Ascoli added. Massey's geographic concentration fully exposes the company to this region's difficult operating environment, which includes: * increasing environmental compliance costs; * a lengthy permitting process; and * onerous regulations.MILACRON INC: Dec. 31 Balance Sheet Upside-Down by $5.2 Million---------------------------------------------------------------Milacron Inc. (NYSE: MZ) disclosed its fourth quarter 2005 net earnings of $5.7 million on sales of $217 million compared to a net loss of $1.9 million on sales of $213 million in the fourth quarter of 2004. Fourth quarter net earnings included a $5.6 million income tax benefit in both 2004 and 2005. Both sales and operating earnings in the most recent quarter came in at the high end of the guidance last issued by Milacron on Nov. 4, 2005. New orders were $215 million, a 9% gain over the year-ago quarter of 2004.During the fourth quarter of 2005, net cash provided by operations was $3.3 million. At the end of the fourth quarter, Milacron had $46 million in cash and $37 million in borrowing availability under its revolving credit agreement, for total liquidity of $83 million, virtually unchanged from the beginning of the quarter. Fiscal Year 2005Milacron's net loss for the year was $14.1 million compared to a net loss of $51.8 million in 2004. 2005 results included $1.5 million in after-tax restructuring costs. Results in 2004 included, with no tax benefit, $21.4 million in refinancing costs and $13.0 million in restructuring charges.Sales in 2005 reached $809 million, up 4% from $774 million in 2004. New orders rose to $823 million from $766 million, a 7% increase, as solid growth in North America and Asia offset continued weakness in European markets.Net cash provided by operations for the year was $9.2 million. Outlook"We expect 2006 to be a better year," Ronald D. Brown, the company's chairman, president and chief executive officer said. "As energy and material costs, including resin prices, appear to be stabilizing, the economic fundamentals favor continued recovery in industrial markets worldwide. As a result, we are projecting an overall volume growth of 4% to 5% in 2006.""For the first quarter, we expect to show modestly favorable comparisons versus a year ago, both in sales and in segment earnings before the effect of any restructuring charges. While we will be executing the restructuring of our European plastics businesses throughout 2006, the bulk of the benefits will not be realized until 2007. However, further sales growth and improved pricing, as well as continual cost reductions, are expected to improve overall operating results," he said. DividendsThe company is accruing dividends on its preferred stock but has not declared payments for the quarter ended December 31, 2005. No dividends were declared or accrued on its common stock. Milacron currently has outstanding 60,000 shares of 4% Cumulative Preferred Stock, 500,000 shares of 6% Series B Convertible Preferred Stock, and approximately 50 million shares of common stock.At Dec. 31, 2005, the Company's balance sheet showed $671.8 million in total assets and $677 million in total liabilities, resulting in a stockholders' deficit of $5.2 million.Headquartered in Cincinnati, Ohio, Milacron Inc. -- http://www.milacron.com/-- is a leading global manufacturer and supplier of plastics-processing equipment and related supplies. Milacron is also one of the largest global manufacturers of synthetic water-based industrial fluids used in metalworking applications. The company has major manufacturing facilities in:North America, Europe, and Asia. Milacron's annual revenues approximated $805 million over the last twelve months. * * *As reported in the Troubled Company Reporter on Jan. 12, 2006, Moody's Investors Service affirmed the ratings of Milacron Inc.: * $225 million of 11.5% guaranteed senior secured notes due 2011, Caa1 * Corporate Family rating, Caa1These ratings reflect Milacron's high leverage and the weak credit metrics resulting from the combination of the slower than expected growth in the company's end markets and the continuing impact of higher raw material costs.MUSICLAND HOLDING: Court Okays BMC as Claims Agent on Final Basis----------------------------------------------------------------- As reported in the Troubled Company Reporter on Feb. 1, 2006, Musicland Holding Corp. and its debtor-affiliates sought the U.S. Bankruptcy Court for the Southern District of New York's authority to appoint BMC Group, Inc., as their claims, noticing, and balloting agent to assist the Debtors in distributing notices and to process information pertaining to the Chapter 11 Cases.BMC's fees as notice and claims agent are: Consulting Hourly Rate ---------- ----------- Typical Blended Rate $135 Seniors/Principals $180 - $275 Consultants $100 - $175 Case Support $65 - $95 Data Entry/Administrative Support $45Judge Stuart M. Bernstein granted the Debtors' request on a final basis.Judge Bernstein orders that 30 days before the closing of theDebtors' cases, an order dismissing BMC will be submitted terminating the services of BMC upon completion of its duties and responsibilities.In addition, the Court authorizes BMC to box and transport all original documents, in proper format, to the Federal Archives.Headquartered in New York, New York, Musicland Holding Corp., is aspecialty retailer of music, movies and entertainment-relatedproducts. The Debtor and 14 of its affiliates filed for chapter11 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. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)MUSICLAND HOLDING: Gets Court Nod to Pay $368,144 to 94 Employees-----------------------------------------------------------------As reported in the Troubled Company Reporter on Jan. 27, 2006, Musicland Holding Corp. and its debtor-affiliates paid corporate employees under the Management Incentive Program for performance meeting various profitability or operational goals.For fiscal year 2006, the Debtors have not, to date, made any Corporate MIP payments. The Debtors also did not make any Corporate MIP payouts for fiscal year 2005.Thus, the Debtors sought authority to continue and honor any prepetition obligations owed under the Corporate MIP.The Debtors also sought to enhance the Corporate MIP solely for fiscal year 2006, to properly reward certain regular, full-time officers, directors, managers, and specifically identified individual contributors that have and will continue to play a critical role in the Debtors' restructuring.Under the modified Corporate MIP, the Debtors propose to pay 25% of the current Corporate MIP fiscal year 2006 Target Bonuses to the Eligible Employees. In addition, the Modified Corporate MIP will reward the Eligible Employees for their efforts in the Debtors' restructuring.The Debtors believe that Modified Corporate MIP is critical to their postpetition compensation structure to properly incentivize the Eligible Employees that will be formulating and implementing the initiatives necessary for the Debtors to accomplish their financial and operational goals during their Chapter 11 Cases. * * *Judge Stuart M. Bernstein authorizes the Debtors, on a full and final basis, to pay $368,144 of the Modified Corporate MIP to 94Eligible Employees. The remaining $171,138 of the ModifiedCorporate MIP, payable to five Eligible Employees, will be heard at a later date.Other than the Official Committee of Unsecured Creditors, no other party is allowed to object to the Modified Corporate MIP.Headquartered in New York, New York, Musicland Holding Corp., is aspecialty retailer of music, movies and entertainment-relatedproducts. The Debtor and 14 of its affiliates filed for chapter11 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. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)NANO CHEMICAL: Post $233,000 Net Loss in Quarter Ended December 31------------------------------------------------------------------Nano Chemical Systems Holdings, Inc., delivered its financial results for the quarter ended Dec. 31, 2005, to the Securities and Exchange Commission on March 2, 2006.For the three months ended Dec. 31, 2005, Nano Chemical incurred a $233,924 net loss, compared to a $77,286 net loss for the same period in 2004. The $156,638 increase in net loss is primarily attributed to a $212,932 decrease in sales. Since inception, the Company had had losses totaling $1,684,535. The Company's balance sheet at Dec. 31, 2005, showed $1,618,858 in total assets and $2,424,132 in total liabilities, resulting in a $805,274 stockholders' deficit.A full-text copy of Nano Chemical's financial statements for the quarter ended Dec. 31, 2005, is available for free at http://researcharchives.com/t/s?60d Green Tree DefaultNano Chemical is currently in default on required quarterly interest payments under a $1 million promissory note issued in behalf of Green Tree Spray Technologies, LLC, on March 15, 2005.The GreenTree Note was issued as part of the consideration under the Asset Purchase Agreement dated March 15, 2005, by and between GreenTree and the Company. The GreenTree Note requires quarterly interest payments at 8% per annum with a final balloon payment equal to all remaining outstanding principal and interest due on March 15, 2007. SEC Subpoena On Jan. 26, 2006, the Company received a subpoena from the SEC requesting production of documents relating to, among other things, the Heritage Share Exchange, the GreenTree asset purchase, issuances of stock, press releases, filings under the Securities Exchange Act of 1934, employees, and investors. The Company intends to cooperate fully with the SEC and is preparing a response. Going Concern DoubtMadsen & Associates CPAs', Inc., expressed substantial doubt about Nano Chemical's ability to continue as a going concern after it audited the Company's financial statements for the fiscal year ended June 30, 2005. The auditing firm pointed to the Company's need to secure additional working capital for its planned activity and to service its debt.Nano Chemical Systems Holdings, Inc., manufactures and sells aerosol-delivered janitorial and industrial products, waxes, lubricants, and polishes to other companies, which those companies then sell under their own brand names. The Company also has its own line of branded products.OPEN SOLUTIONS: Moody's Rates $60 Mil. 2nd Lien Term Loan at B3--------------------------------------------------------------- Moody's Investors Service assigned to Open Solutions Inc., a B2 Corporate Family Rating, a B1 rating to its $320 million first lien secured credit facilities, and a B3 to its $60 million second lien secured term loan. The rating outlook is stable. Proceeds of the current offering will be used to finance the acquisition of BISYS Information Solutions for $470 million and pay associated fees. Moody's also assigned a SGL-2 speculative grade liquidity rating. The B2 corporate family rating reflects Open's sizable debt leverage, the small size of its enterprise, significant acquisition history, as well as challenges to retain BIS' software clients. The rating also reflects the company's good organic revenue growth, free cash flow, and low client concentration. The stable rating outlook reflects the criticality and contractual nature of the company's software and services, provided via onsite licensing and on an outsourced basis to small and medium sized banks and credit unions for their regulated processing needs. Upward rating pressure could occur subsequent to more substantial evidence of higher BIS' retention rates and continued free cash flow to debt in excess of 10%. Conversely, a scenario of lower organic revenue growth, lower BIS retention rates, or higher conversion implementation costs such that free cash flow to debt falls below 5% could lead to downward rating pressure. The B1 rating for the first lien credit facilities considers the value accorded by the guarantees and collateral package. The B3 rating for the second lien term loan reflects the effective subordination that would likely absorb a disproportionately larger share of any credit losses in a distress scenario. The first and second lien facilities are secured by a first priority security interest in stock of each subsidiary and substantially all tangible and intangible assets, and also receive subsidiary guarantees from all domestic subsidiaries, excluding Canadian operations. Open's capital structure also includes unrated $144 million senior subordinated convertible notes with an initial investor cash put option in February 2012. Open has grown rapidly through acquisition in a short timeframe: since the start of fiscal 2004 and prior to the closing of BIS, Open has completed nine acquisitions, expanding its modest asset base from $133 million at fiscal year end 2003 to about $750 million pro forma for the BIS acquisition. Moody's believes Open faces challenges to retain BIS' clients, given the relatively larger banking institution profile of BIS clients. Client concentration is low; the largest client represents approximately 2% of pro forma revenues. Open's organic revenue growth should continue to support free cash flow growth and debt reduction. The company's year over year organic revenue growth outpaced percentage growth of the company's larger competitors. For the trailing twelve months ended Dec. 31, 2005, Open's and BIS' combined free cash flow approximated $74 million, a 15% free cash flow to pro forma debt ratio. Moody's notes that the credit facilities contain a 75% excess cash flow sweep, facilitating the reduction of these facilities. Moody's anticipates Open will continue to be acquisitive. However, the first lien credit facilities place limitations on acquisition spending to $50 million or less until the total leverage ratio is less than 4.0x. Maximum test levels ratchet from initial tests at March 31, 2006, under which the definition of EBITDA includes specified pro forma allowances for acquisitions and cost savings. The SGL-2 liquidity rating reflects Open's and BIS' combined approximate $74 million free cash flow for the LTM ended Dec. 31, 2005, which is generated by its combined recurring revenue stream. Post-merger, Open is projected to have $20 million in cash on hand combined with $30 million available under its committed revolver. Open currently has ample cushion in its covenants, but any acquisition activities, or downward pressure on EBITDA, could put pressure on covenant compliance. Ratings Assigned: * Corporate Family Rating at B2 * $290 Million First Lien Secured Term Loan at B1 * $30 Million First Lien Secured Term Revolver at B1 * $60 Million Second Lien Term Loan at B3 Rating Outlook: Stable Headquartered in Glastonbury, Connecticut, Open Solutions Inc., provides financial institution data processing and information management software and services. O'SULLIVAN INDUSTRIES: Wants to Assume 241 Contracts and Leases---------------------------------------------------------------O'Sullivan Industries Holdings, Inc., and its debtor-affiliates seek the U.S. Bankruptcy Court for the Northern District of Georgia's authority to assume 241 executory contracts and unexpired leases effective as of the confirmation date of their Plan of Reorganization.A list of the 241 Assumed Contracts & Leases is available for free at http://ResearchArchives.com/t/s?60e Pursuant to Section 365(b)(1) of the Bankruptcy Code, the Debtors are required to provide adequate assurance that they will promptly cure defaults, if any, under the Assumed Contracts and Leases at the time of assumption.Based on their books, records and other related documents, the Debtors have determined these cure amounts for certain of the Assumed Contracts and Leases: Agreement Cure Amount --------- ----------- Real Property Lease Central States Warehouse $610 Columbia Electric Corp. 2,077 Haas Warehousing, Inc. 1,703 Software License Agreements CDW Computer Centers 6,587 DSI 28,422 Huber and Associates, Inc. 250 Hyperion (formerly Arbor) 7,626 Matrikon (Tigrsoft) 3,936 Parametric Tech. Corp. 2,507 PCMALL 7,072 UCCNET, Inc. 384 Service Agreements ADP, Inc. 134 Process Works, Inc. 224 Standley Construction, Inc. 1,032 Standley Enterprises, Inc. 29,032 Avis E. Tobin, Jr., d/b/a Ed Tobin Designs 7,424 Lexington Furniture Industries 10,077 The Coleman Company, Inc. 32,331 Personal Property Leases Key Equipment Finance 386 Lakeland Office System 2,500 Mellon US Leasing 1,789 Pitney Bowes 1,218Any monetary amounts by which each Assumed Contract and Lease is in default will be satisfied by payment of the default amount in cash by the latest of: (i) the Effective Date; (ii) in the event of a dispute regarding the default amount, within 10 days of the entry of a Court order setting the default amount; (iii) the date of a Court order approving the assumption of an executory contract or unexpired lease not otherwise assumed pursuant to the terms of the Plan; or (iv) on other terms as the parties to the Assumed Contracts or Leases may otherwise agree.Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings, Inc. -- http://www.osullivan.com/-- designs, manufactures, and distributes ready-to-assemble furniture and related products, including desks, computer work centers, bookcases, filing cabinets, home entertainment centers, commercial furniture, garage storage units, television, audio, and night stands, dressers, and bedroom pieces. O'Sullivan sells its products primarily to large retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and Office Depot. The Company and its subsidiaries filed for chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-83049). Joel H. Levitin, Esq., at Dechert LLP, represents the Debtors. Michael H. Goldstein, Esq., Eric D. Winston, Esq., and Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C., represent the Official Committee of Unsecured Creditors. On Sept. 30, 2005, the Debtor listed $161,335,000 in assets and $254,178,000 in debts. (O'Sullivan Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)REVLON CONSUMER: S&P Affirms B- Rating & Revises Outlook to Stable------------------------------------------------------------------Standard & Poor's Ratings Services revised its outlook on Revlon Consumer Products Corp. to stable from negative. At the same time, Standard & Poor's affirmed all of its ratings on Revlon, including its 'B-' corporate credit rating. About $1.4 billion of debt is affected by this action. "The revised outlook is based on Revlon meeting its revised full year EBITDA guidance for fiscal 2005 and our expectation that the company will maintain satisfactory liquidity for the rating over the intermediate term," Standard & Poor's credit analyst Patrick Jeffrey said. Additionally, initial success of the company's Almay and Vital Radiance product initiatives could help position Revlon to significantly improve its operating performance in fiscal 2006. Revlon is expected to complete its $110 million equity offering, which is fully back-stopped by MacAndrews and Forbes, by March 31, 2006, and be used to reduce debt. A further $75 million equity issuance is expected to be completed by June 30, 2006, and be used for additional liquidity.REVLON INC: Balance Sheet Upside-Down by $1.095B at December 31---------------------------------------------------------------Revlon, Inc. (NYSE: REV) disclosed results for the fourth quarter ended Dec. 31, 2005. Net earnings for the quarter advanced 39% to $64 million, versus net earnings of $46 million in the fourth quarter of 2004. Adjusted EBITDA for the quarter grew 28% to $127 million, versus Adjusted EBITDA of $99 million in the fourth quarter of 2004.For the full year of 2005, the Company reduced its net loss to $84 million, from a net loss of $143 million in 2004. Adjusted EBITDA of $167 million for the year compared with Adjusted EBITDA of $193 million for the full year 2004. The Company indicated that, during the fourth quarter of 2005, it began the rollout of its two new strategic brand initiatives, which were successful in securing a significant increase in color cosmetics retail space commitments for the Company. For the full year 2005, net sales related to the new brand initiatives totaled approximately $33 million, after taking into account some $44 million in incremental costs for returns and allowances. Total launch costs associated with the brand initiatives were approximately $62 million in 2005.Fourth Quarter 2005 Highlights: -- grew net sales 16% to $438 million; -- achieved Adjusted EBITDA growth of 28% to $127 million; -- successfully executed the Company's extensive sell-in for 2006, achieving an increase of approximately 23% in U.S. color cosmetics space commitments at retail; -- achieved 42% growth in diluted earnings per share to $0.17.Full Year 2005 Highlights: -- grew net sales 3% to $1,332 million; -- achieved Adjusted EBITDA of $167 million, in line with previous guidance of approximately $170 million; -- restaged and improved several important Revlon franchises, reversing consumption declines in 2004; -- developed and launched Vital Radiance, a first-to-market complete line of color cosmetics at mass for women over the age of 50; -- completely restaged Almay for 2006, capitalizing on the healthy beauty opportunity at mass; -- grew U.S. market share in color cosmetics, hair color, and beauty tools and maintained market share in anti-perspirants and deodorants; and -- developed and readied for launch the Company's re-entry into prestige fragrances.Commenting on the Company's performance, Revlon President andChief Executive Officer Jack Stahl stated, "We accomplished a great deal in 2005, and we set the stage for a strong year in 2006. Our strategy to re-energize important franchises, while simultaneously developing new products, is working. We are confident that the benefits of our recently-launched 2006 brand initiatives, coupled with our productivity and margin enhancement programs, will build as the quarters progress in 2006, furthering our progress and moving us closer to our objective of achieving long-term, profitable growth." Fourth Quarter ResultsNet sales in the fourth quarter of 2005 advanced 16% to $438 million, compared with net sales of $378 million reported in the fourth quarter of 2004. This growth was primarily driven by North America, stemming from the Company's strong sell-in of its two new brand initiatives for 2006. Also contributing to the strong sales performance was growth in International, despite unfavorable foreign currency translation. Excluding the impact of foreign currency translation, net sales for the Company advanced approximately 17% versus year-ago in the fourth quarter of 2005.In North America, net sales for the quarter grew 22% to $306 million, versus $251 million in the fourth quarter of 2004. This performance was fueled by the successful sell-in of the Company's new Vital Radiance brand and the re-launch of its Almay brand, which combined contributed some $65 million in net sales in the quarter, after giving effect to approximately $12 million in incremental returns and allowances associated with the initiatives. Also contributing to the net sales growth was shipment strength in other areas of the Company's portfolio --namely beauty tools and hair color.These positive factors were partially offset by some continued softness of several base color cosmetics franchises. Importantly, the Company is continuing to implement its strategy to restage and rejuvenate important franchises and, in 2006, Revlon is restaging its ColorStay long-wear franchise.In International, net sales for the quarter grew approximately 4% to $132 million, versus $127 million in the fourth quarter of 2004. This performance reflected growth in each of the Company's International regions, partially offset by unfavorable foreign currency translation. Excluding the impact of foreign currency translation, International net sales were up approximately 7% versus year-ago.Operating income in the fourth quarter was $100 million, versus operating income of $72 million in the fourth quarter of 2004. Adjusted EBITDA in the fourth quarter of 2005 was $127 million, compared with Adjusted EBITDA of $99 million in the same period last year. This performance was largely driven by the growth in shipments and a lower rate of returns and allowances on the base business, partially offset by fourth quarter start-up costs associated with the Company's new brand initiatives.Operating income and Adjusted EBITDA in the fourth quarter of 2004 included charges totaling approximately $7 million and $6 million, respectively, for restructuring and additional consolidation costs, while restructuring charges in the fourth quarter of 2005 were negligible.Net income in the fourth quarter of 2005 advanced 39% to $64 million compared with net income of $46 million in the fourth quarter of 2004. This improvement was primarily driven by the growth in operating income in the quarter.Cash flow used for operating activities in the fourth quarter of 2005 was $24 million, compared with cash flow from operating activities of $41 million in the fourth quarter of 2004. This performance largely reflected increased working capital and permanent display purchases associated with launching the Company's new brand initiatives, partially offset by the growth in operating income in the quarter. Full-Year ResultsNet sales advanced approximately 3% to $1,332 million for the full year of 2005, compared with net sales of $1,297 million for the full year of 2004. Excluding the benefit of favorable foreign currency translation, net sales for the full year advanced approximately 2%. Driving this performance was International and the benefit of the Company's new brand initiatives in North America. Partially offsetting these benefits were continued softness of several base color cosmetics franchises not yet restaged and an $11 million reduction in licensing revenue due to the prepayment of certain minimum royalties and renewal fees in 2004.In North America, net sales of $857 million in 2005 were essentially even with net sales of $856 million in 2004. This performance largely reflected the benefits of approximately $33 million in net sales from the Company's new brand initiatives, after giving effect to approximately $44 million in incremental returns and allowances associated with launching the initiatives. Also benefiting the net sales comparison were lower returns and allowances on the Company's base franchises. Offsetting these benefits were lower sales of several base color cosmetics franchises and the reduction in licensing revenue.International net sales advanced approximately 8% to $475 million in 2005, versus International net sales of $442 million in 2004. This performance reflected broad-based shipment strength, with each of the Company's regions registering growth. Also benefiting the International sales comparison for the year was favorable foreign currency translation, which added approximately two points of the growth.Operating income for the full year of 2005 was $65 million, versus operating income of $89 million in 2004, while Adjusted EBITDA for2005 was $167 million, versus Adjusted EBITDA of $193 million in 2004. This performance largely reflected the benefit of the growth in shipments, which was more than offset by approximately $62 million of start-up costs associated with the Company's new brand initiatives, including the $44 million of incremental returns and allowances provisions and, as it relates to the operating income comparison, some $7 million of accelerated amortization. Also impacting the comparison were the aforementioned lower licensing revenue, higher overall brand support and higher personnel-related expenses, including severance.Operating income and Adjusted EBITDA in 2005 included charges totaling approximately $2 million for restructuring, while operating income and Adjusted EBITDA in 2004 included charges totaling approximately $7 million and $6 million for restructuring and additional consolidation costs.Net loss declined in 2005 to $84 million compared with net loss of $143 million in 2004. This improvement largely reflected an $82 million decline in costs related to the early extinguishment of debt. Partially offsetting this benefit was the decline in operating income for the full year 2005.Cash flow used for operating activities in 2005 was $140 million, compared with cash flow used for operating activities of $94 million in 2004. This performance largely reflected the decline in operating income, as well as a significant increase in working capital and permanent display purchases associated with the Company's new brand initiatives.Revlon Inc. is a worldwide cosmetics, skin care, fragrance, andpersonal care products company. The Company's vision is todeliver the promise of beauty through creating and developing themost consumer preferred brands. Revlon's Web sites featuring current product and promotional information can be reached athttp://www.revlon.com/and http://www.almay.com/ Revlon's corporate and investor relations information can be accessed athttp://www.revloninc.com/ The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),Flex(R), and Mitchum(R).At Dec. 31, 2005, Revlon, Inc.'s balance sheet showed a $1,095,900,000 equity deficit compared to a $1,019,900,000 deficit at Dec. 31, 2004.REYNOLDS & REYNOLDS: SEC Probe Cues Moody's to Cut Ratings to Ba1-----------------------------------------------------------------Moody's Investors Service downgraded The Reynolds and Reynolds Company's senior unsecured ratings to Ba1 from Baa3 and placed the ratings on review for further possible downgrade. At the same time Moody's assigned a corporate family rating of Ba1, also placed on review for possible downgrade. The downgrade reflects continuing challenges the company faces in resolving the SEC accounting review that has delayed the timely filing of its September 2005 annual report and quarterly reports thereafter. The downgrade also reflects the company's limited financial flexibility considering its moderate cash balance, the near term retirement of $100 million notes, and the need to obtain additional waivers for its revolver and A/R securitization facility. The continuing review will focus on the expected timing for the filing of the company's 10-K and quarterly financial statements and the company's financial flexibility, including the company's ability to access its revolving credit facility and A/R securitization facility. The review will also incorporate weakness within the domestic automotive dealership industry, which constrains prospects for the company's revenue growth. Moody's expects domestic automotive OEM financial difficulties and competition within the automotive dealer management system market will continue to result in longer sales cycles and pricing pressure for DMS vendors. Moody's downgraded the company's rating to Baa3 from Baa2 and placed the company's ratings on review for further possible downgrade on Feb. 24, 2006. Moody's had initiated that review subsequent to the company's December 2005 announcement that it will delay its Form 10-K for the year ended Sept. 30, 2005, and is in the process of reviewing its revenue recognition policies, which may result in a restatement of its reported results. The company's cash balances amount to approximately $170 million as of Jan. 30, 2006. The company has obtained waivers through March 31, 2006 for continued access to its $200 million revolving credit facility and $150 million accounts receivable securitization facility. On Feb. 24, 2006, the company announced that it intends to retire its obligations to holders of its outstanding $100 million principal amount of 7% Notes due Dec. 15, 2006. Noteholders have since given notice of default, which the company has 90 days to cure. The company had sought a waiver from the holders of the notes following its previously announced delay in the filing of its report on Form 10-K for the fiscal year ended Sept. 30, 2005. Moody's will assess the structure for the proposed bond retirement to determine if there would be any rating implications for the notes. These ratings have been downgraded to Ba1 from Baa3 and placed on review for further possible downgrade: * $100 Million Senior Unsecured Notes due December 2006 * $130 million Senior Unsecured Medium Term Note Program This new rating was assigned and placed under review for possible downgrade: * Corporate Family Rating of Ba1 The Reynolds and Reynolds Company, headquartered in Dayton, Ohio, is an automotive dealership computer services and forms management company with revenues of approximately $1 billion. ROSS LIGHTING: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------Debtor: Ross Lighting Corporation P.O. Box 1065 Jesup, Georgia 31598Bankruptcy Case No.: 06-20116Chapter 11 Petition Date: March 2, 2006Court: Southern District of Georgia (Brunswick)Debtor's Counsel: James L. Drake, Jr. James L. Drake, Jr., P.C. P.O. Box 9945 Savannah, Georgia 31412 Tel: (912) 790-1533 Fax: (912) 790-1534Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Universal Steel $133,307 P.O. Box 7844 Savannah, GA 31418 Ryersontull, Inc. $99,563 Department AT 40108 Atlanta, GA 31192 Sherwin Williams Store 2353 $76,387 507 Albany Avenue Waycross, GA 31501 Heritage Paper Co., Inc. $45,541 Nyco Fabrics, Inc. $41,258 Express Packaging, Inc. $37,972 Rising Star Coatings $33,632 Allied Foam Prod. Inc. $31,285 Murphy Builders Supply $21,828 Tupelo Furniture Market, Inc. $16,000 American Express $13,646 Artistry Designs $11,455 Hub City $10,206 Linde Gas LLC $10,172 Luis Winston, Inc. $9,763 IC Industries $9,719 Meico Lamp Parts Co., Inc. $7,501 Praxair Dist. S.E. LLC $5,874 St. Paul Insurance $5,749 Estes Express Lines $5,218RUSSEL METALS: Earns $41.8 Million in Fourth Quarter 2005---------------------------------------------------------Russel Metals Inc. (TSX: RUS) reported that its fourth quarter 2005 earnings were $41.8 million, down 4% from fourth quarter 2004 net earnings of $43.5 million. Fourth quarter 2005 revenues were $646.9 million, up 4% from $623.3 million in 2004.Steel pricing stabilized in the second half of 2005, reducing inventory holding losses which resulted in improved segment operating profits as a percentage of sales in all three operating segments. Included in the fourth quarter results was a favorable tax adjustment of $4.6 million.The 2005 earnings, while below 2004, are significantly ahead of prior years as average steel transaction prices remained at historical highs. The net earnings for 2005 were $124.7 million versus $177.8 million in 2004. Revenues were $2.6 billion in 2005 versus $2.4 billion in 2004."During 2005 we experienced continued outstanding performance throughout our operations and the strength of the second half results further demonstrated our ability to maximize profits in a cyclical environment, Bud Siegel, President and CEO, stated. The solid profits for 2005 were matched with strong cash flows and our already industry-leading balance sheet was further strengthened.In 2005, the Company produced free cash flow of $130.6 million. The free cash flow supported increased dividend payments and the reduction of net interest bearing debt. The net interest bearing debt as a percentage of capitalization improved to 23%, the strongest in our history."The Board of Directors approved a quarterly dividend of $0.35 per common share payable March 15, 2006, to shareholders of record as of March 7, 2006.Russel Metals is one of the largest metals distribution companiesin North America. It carries on business in three distributionsegments: metals service centers, energy tubular products andsteel distributors, under various names including Russel Metals,A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, ArrowSteel Processors, B&T Steel, Baldwin International, Comco Pipe andSupply, Fedmet Tubulars, Leroux Steel, McCabe Steel, MeganticMetal, Metaux Russel, Milspec Industries, Pioneer Pipe, RusselLeroux, Russel Metals Williams Bahcall, Spartan Steel Products,Sunbelt Group, Triumph Tubular & Supply, Vantage Laser, WirthSteel and York-Ennis. * * *As reported in the Troubled Company Reporter on Mar. 3, 2006, Standard & Poor's Ratings Services placed its ratings on RusselMetals Inc. on CreditWatch with positive implications after thecompany announced that it would issue CDN$257 million of equity ina bought deal transaction, which could increase to CDN$283 millionunder an underwriter's option. The company plans to use theproceeds to repay some debt and maintain cash reserves for futureacquisitions. The equity issue could lower the company's proforma total debt to capital to 23% from an already low 30% as ofDec. 31, 2005.As reported in the Troubled Company Reporter on Mar. 2, 2006, Moody's Investors Service placed its ratings for Russel MetalsInc., under review for possible upgrade. The action followsRussel's agreement to sell, on a bought-deal basis, at least10 million common shares at CN$25.75 a share, for gross proceedsof CN$257.5 million.The proceeds of the financing will be used to repay debt and forfuture acquisitions. Given Russel's solid operating performanceover the last two years, its modest leverage as of year-end 2005,and the discipline it has demonstrated in the past with respect toacquisitions, Moody's has placed the company's ratings underreview for possible upgrade. The equity offering is expected toclose on or about March 16. Moody's plans to conclude its reviewat around this same time.These ratings were placed under review for possible upgrade: * Corporate family rating of Ba2 * Senior unsecured rating of Ba3S&I HOLDINGS: Case Summary & 2 Largest Unsecured Creditors----------------------------------------------------------Debtor: S&I Holdings, Inc. 419 North Larchmont #58 Los Angeles, California 90004Bankruptcy Case No.: 06-10685Chapter 11 Petition Date: March 2, 2006Court: Central District Of California (Los Angeles)Judge: Thomas B. DonovanDebtor's Counsel: Steven T. Gubner, Esq. Ezra Brutzkus Gubner LLP 16830 Ventura Boulevard, Suite 310 Encino, California 91436 Tel: (818) 995-0215Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 2 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Saeed Oohme Unsecured Note $345,000c/o Lee Lubin, Esq.1801 Century Park East24th FloorLos Angeles, CA 90067County of Riverside Treasurer Property Taxes $8,359P.O. Box 12005Riverside, CA 92502-2205SAINT VINCENTS: Proposes De Minimis Asset Sale Procedures---------------------------------------------------------Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates are currently in the process of marketing St. John's Hospital, Queens; Mary Immaculate Hospital, Queens; and Saint Vincent's Hospital, Staten Island, along with related facilities and assets, to potential purchasers. The Debtors anticipate that some miscellaneous assets currently housed at those facilities will not be included in the sale of those hospitals and related facilities.The Debtors are also consolidating medical and non-medical department offices, which are currently spread across several facilities. As a result, certain of the Debtors' property has orwill become excess, obsolete, and otherwise burdensome to theirestates.Accordingly, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York for permission to establish uniform procedures to sell, outside the ordinary course of their business, certain obsolete, surplus, or burdensome assets, without further Court approval.The proposed Procedures for De Minimis Asset Sales are: (a) If the Sale Price of any De Minimis Asset is less than or equal to $75,000, the Debtors may consummate the De Minimis Asset Sale without further Court approval, and without providing notice of the De Minimis Asset Sale to any party. The Debtors may take any actions that are reasonable and necessary to close the sale and obtain the sale proceeds, including paying reasonable fees to third party sale agents in connection with the De Minimis Asset Sale; (b) If the Sale Price of any De Minimis Asset is greater than $75,000 but less than or equal to $200,000: (1) The Debtors will file a notice, specifying: * the assets to be sold, * the location of the assets, * the identity of the purchaser, * any commissions to be paid to third party sale agents, * the proposed purchase price, * the aggregate amount of liabilities to be assumed by the purchaser, if any, and * the location of the sale. The Debtors will serve the Notice to: * the U.S. Trustee, * counsel to the Debtors' lenders, * counsel to the Official Committee of Unsecured Creditors, and * all parties known by the Debtors to hold liens, claims, encumbrances or interests in any of the De Minimis Assets to be sold. (2) Any objection to a proposed sale must be received five business days after the date of the Sale Notice; and (3) If there are no objections, the Debtors may consummate the De Minimis Asset. If an objection is timely received and filed, and cannot be resolved by the parties, the Debtors may, at their sole discretion, schedule a hearing for a determination of whether the De Minimis Asset Sale may be consummated; and (c) The Debtors will seek Court approval of the sale of any asset with a Sale Price greater than $200,000.The aggregate Sale Price of all De Minimis Asset Sales will notexceed $1,000,000, Andrew M. Troop, Esq., at Weil, Gotshal &Manges LLP, in New York, tells the Court.In the event a purchaser of the De Minimis Assets desires theprotections provided under Section 363(m) of the Bankruptcy Code,the Debtors will make a separate motion with the Court for thatrequest.The Debtors further seek the Court's authority to sell all DeMinimis Assets pursuant to the Sale Procedures, free and clear ofall liens, claims, encumbrances, and interests.Mr. Troop asserts that the Sale Procedures constitute the mostefficient and cost-effective means of conducting the De MinimisAsset Sales because it will: (a) expedite the flow of cash into the Debtors' estates and eliminate the need to prepare and file motions seeking court approval for each De Minimis Asset Sale; and (b) protect the Debtors against the declining value of those assets, save them from potentially significant interim storage costs, eliminate administrative costs, reduce professional fees and minimize other costs related to the sale of the De Minimis Assets.Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors. As of Apr. 30, 2005,the Debtors listed $972 million in total assets and $1 billion intotal debts. (Saint Vincent Bankruptcy News, Issue No. 21;Bankruptcy Creditors' Service, Inc., 215/945-7000)SAINT VINCENTS: Creditors Meeting Moved to April 19---------------------------------------------------Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York, notifies the Court that the meeting of creditors pursuant to Section 341 of the Bankruptcy Code is further adjourned to April 19, 2006. The meeting will be held at the Office of the United States Trustee.Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors. As of Apr. 30, 2005,the Debtors listed $972 million in total assets and $1 billion intotal debts. (Saint Vincent Bankruptcy News, Issue No. 21;Bankruptcy Creditors' Service, Inc., 215/945-7000)SAINT VINCENTS: Rejects Glendale Office Lease---------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York approved Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates' request for permission to reject a lease dated as of May 1, 1999, between Rywa Wilner, and Catholic Medical Center of Brooklyn and Queens, Inc., for the premises located at 79-08 Cooper Avenue in Glendale (Queens), New York, effective as of Feb. 9, 2006.The Court rules that all claims for damages arising as a result of the rejection of the Lease must be filed on or before March 30, 2006.The Premises is comprised of 9,500 square feet of office and other space. The Lease has a 10-year term, which expires on April 30, 2009.Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in NewYork, relates that in 1999, SVCMC entered into the Lease with theintention of utilizing the Premises for the purpose of operatinga renal dialysis center or other medical facility.At the time SVCMC entered into the Lease, it provided Mr. Wilnerwith a two-month security deposit totaling $11,700 for thePremises. Since then, SVCMC has increased the deposit amount toaccount for automatic increases in rent provided in the Lease.The monthly rent for the Premises is currently $6,965 and as ofFeb. 8, 2006, $13,900 is on deposit with Mr. Wilner.However, the Premises was never developed nor renovated, andremains vacant and unoccupied. Accordingly, SVCMC determinedthat the Premises is no longer required and that maintaining thePremises represent an unnecessary expense for its estate.By a letter dated Feb. 8, 2006, SVCMC informed Mr. Wilner ofits intention to reject the Lease. SVCMC also confirmed that ithas vacated the Premises and advised Mr. Wilner that it wassurrendering any rights of occupancy to the Premises.Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors. As of Apr. 30, 2005,the Debtors listed $972 million in total assets and $1 billion intotal debts. (Saint Vincent Bankruptcy News, Issue No. 21;Bankruptcy Creditors' Service, Inc., 215/945-7000)SANITARY & IMPROVEMENT: Panel Taps Gross & Welch as Bankr. Counsel------------------------------------------------------------------The Official Committee of Unsecured Creditors appointed in Sanitary & Improvement District 425 of Douglas County, Nebraska's chapter 9 case, sought and obtained authority from the U.S. Bankruptcy Court for the District of Nebraska to employ Gross & Welch, P.C., L.L.O., as its bankruptcy counsel.Gross & Welch will represent and perform services for the Committee with respect to the Debtor's case.William L. Biggs, Esq., a director at Gross & Welch tells the Court he will bill $205 per hour for his services. Mr. Biggs discloses that the Firm's professionals bill between $150 to $225 per hour.Mr. Biggs assures the Court that the Firm is a "disinterested person" as that term is defined in the Section 101(14) of the Bankruptcy Code.Mr. Briggs can be reached at: William L. Biggs, Esq. Gross & Welch, P.C., L.L.O. 1500 Omaha Tower 2120 South 72nd Street Omaha, Nebraska 68124-2342 Tel: (402) 392-1500 Fax: (402) 392-1538Headquartered in Omaha, Nebraska, Sanitary & Improvement District425 of Douglas County, Nebraska filed for chapter 9 protection onOct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871). Mark JamesLaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, representsthe Debtor in its restructuring efforts. When the Debtor filedfor protection from its creditors, it estimated assets between$500,000 to $1 million and estimated debts between $10 million to$50 million.STATMON TECH: Balance Sheet Upside Down by $4,323,703 at Dec. 31----------------------------------------------------------------Statmon Technologies Corp. delivered its financial statements for the third quarter ended Dec. 31, 2005, to the Securities and Exchange Commission.Statmon incurred $710,826 net loss on $289,223 of revenues for the three months ended Dec. 31, 2005. At Dec. 31, 2005, Statmon's balance sheet shows $290,487 in total assets and $4,323,703 in total liabilities resulting in a $4,033,216 stockholders' equity deficit.A full-text copy of Statmon's financial statements for the third quarter ended Dec. 31, 2005, is available for free at http://ResearchArchives.com/t/s?604 Going Concern DoubtMarcum & Kliegman LLP in Manhattan raised substantial doubt about Statmon Technologies Corp.'s ability to continue as a going-concern after auditing the financial statements for the years ended Mar. 31, 2005 and 2004. Marcum & Kliegman pointed to the company's net losses and working capital defiencies.Statmon Technologies Corp. develops, markets and licenses a remote control, monitoring and facilities management platform designed for universal application across vertical markets. At Dec. 31, 2005, Statmon's balance sheet showed a $4,033,216 stockholders' equity deficit compared to a $2,649,180 deficit at Mar. 31, 2005.STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes---------------------------------------------------------------Structured Asset Securities Corp.'s $436.3 million mortgage pass-through certificates, series 2006-S1, are rated by Fitch Ratings as: -- $345.8 million classes A-1 and A-2 'AAA' -- $21.1 million class M1 'AA' -- $9.9 million class M2 'AA-' -- $11.0 million class M3 'A+' -- $10.1 million class M4 'A' -- $7.5 million class M5 'A-' -- $6.1 million class M6 'BBB+' -- $5.7 million class M7 'BBB' -- $5.9 million class M8 'BBB-' -- $7.2 million class B1 'BB+' -- $5.5 million class B2 'BB'The 'AAA' rating on the class A-1 and A-2 certificates reflects: * the 24.85% total credit enhancement provided by the 4.80% class M1; * 2.25% class M2; * 2.50% class M3; * 2.30% class M4; * 1.70% class M5; * 1.40% class M6; * 1.30% class M7; * 1.35% class M8; * 1.65% non-offered class B1; * 1.25% non-offered class B2; and * the 4.35% target overcollateralization. All certificates have the benefit of monthly excess cash flow to absorb losses. The ratings also reflect the quality of the loans, the soundness of the legal and financial structures, and the capabilities of Aurora Loan Services LLC as master servicer. U.S Bank National (rated 'AA-' by Fitch) will act as trustee.As of the cut-off date (Feb. 1, 2006), the trust fund will consist of a pool of conventional, second lien, fixed-rate, fully amortizing and balloon, residential mortgage loans with a total principal balance as of Feb. 1, 2006 of approximately $441,642,561. All of the mortgage loans are fixed-rate mortgage loans. The weighted average loan rate is approximately 10.852%. The weighted average remaining term to maturity is 257 months. The average principal balance of the loans is approximately $51,531. The weighted average combined loan-to-value ratio is 96.18%. The properties are primarily located in: * California (19.46%), * Florida (13.11%), * Arizona (9.08%), * Texas (7.26%), and * Virginia (5.39%). All other states represent less than 5% of the cut-off date balance.Approximately 95.60% of the mortgage loans were acquired by Lehman Brothers Holdings Inc. from Aurora Loan Services LLC. For federal income tax purposes, multiple real estate mortgage investment conduit elections will be made with respect to the trust estate.TAGT LP: Voluntary Chapter 11 Case Summary------------------------------------------Debtor: TAGT, LP 12810 Hazelway Lane Cypress, Texas 77429Bankruptcy Case No.: 06-70057Chapter 11 Petition Date: March 3, 2006Court: Northern District of Texas (Wichita Falls)Debtors' Counsel: John A. Leonard, Esq. Russell, Leonard & Key, PLLC 900 Eighth Street, Suite 320 P.O. Box 8385 Wichita Falls, Texas 76307 Tel: (940) 322-5217Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionThe Debtor did not file a list of its 20 largest unsecured creditors.TERWIN MORTGAGE: Fitch Puts Low-B Ratings on Two Security Classes-----------------------------------------------------------------Terwin Mortgage Trust 2006-HF-1, asset backed securities, series 2006-HF-1, are rated by Fitch Ratings as: -- $65,300,000 class A-1, and classes A-X and G (senior certificates) 'AAA' -- $11,900,000 class M-1 'AA+' -- $2,750,000 class M-2 'AA' -- $5,000,000 class M-3 'A+' -- $2,050,000 class B-1 'A' -- $2,200,000 class B-2 'A-' -- $2,150,000 class B-3 'BBB+' -- $2,100,000 class B-4 'BBB' -- $4,500,000 class B-5 'BB+' -- $1,550,000 class B-6 'BB+'The 'AAA' rating on the senior certificates reflects: * the 38.20% initial credit enhancement provided by the 11.90% class M-1; * the 2.75% classM-2; * the 5.00% class M-3; * the 2.05% class B-1; * the 2.20% class B-2; * the 2.15% class B-3; * the 2.10% class B-4; * the 4.50% class B-5; * the 1.55% class B-6; and * the overcollateralization. The initial OC is 0.50% and the target OC is 4.00%. All certificates have the benefit of excess interest.The Group 1 collateral pool consists of 2,174 fixed-rate, second lien mortgage loans and totals $85,658,768 as of the cut-off date. The weighted average original loan to value ratio (OLTV) is 96.68%. The average outstanding principal balance is $39,484, the weighted average coupon (WAC) is 11.052% and the weighted average remaining term to maturity (WAM) is 296 months. The loans are geographically concentrated in: * California (26.74%), * Florida (11.63%), and * Texas (8.39%).The Group 2 collateral pool consists of 347 HELOC (Home Equity Line of Credit) mortgage loans and totals $14,341,766 as of the cut-off date. The weighted average OLTV is 80.63%. The average outstanding principal balance is $41,331, the WAC is 15.91% and the WAM is 244 months. The loans are geographically concentrated in: * California (54.78%), * Florida (16.11%), and * Arizona (7.72%). The HELOC loan programs originate mortgage loans that have an initial draw period, during which the related borrower may make cash withdrawals against the related equity line. After the end of the draw period, the mortgage loans have a repayment period, during which the balance of the HELOC as of the end of the draw period is repaid.At closing, the seller may deposit up to approximately $1,937,620 into a pre-funding account to be used to acquire subsequent mortgage loans from the seller during the pre-funding period.Approximately: * 21.80% of the mortgage loans were originated by Ameriquest; * 15.77% by Option One; * 11.39% by Greenlight Financial Services; * 10.68% by Aegis Mortgage; and * 10.36% by MortgageIT.TITAN CRUISE: Gets Court Nod to Walk Away from Cash Access Pact---------------------------------------------------------------The U.S. Bankruptcy Court for the Middle District of Florida gave Titan Cruise Lines and its debtor-affiliate authority to reject a cash access agreement with Cash Systems Carribean Corporation effective as of Jan. 31, 2006.As reported in the Troubled Company Reporter on Feb. 3, 2006, Titan and Cash Systems entered into an agreement under which Cash Systems provided cash advance services, automated teller machine services, and check guarantee services to the Debtors for an initial three-year term. Cash Systems supplied the equipment, software and processing systems necessary for the services.Under the agreement, Cash Systems financed the purchase and placement of up to 10 TDN ticket redemption machines for the Debtors. Cash Systems agreed to pay commissions to Titan from each cash advance and ATM transaction less fees for check guarantee services and installment payments for the purchase of the TDN ticket redemption machines.Headquartered in Saint Petersburg, Florida, Titan Cruise Lines andits subsidiary owns and operates an offshore casino gamingoperation. The Company and its subsidiary filed for chapter 11protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154and 05-15188). Gregory M. McCoskey, Esq., at Glenn Rasmussen &Fogarty, P.A., represents the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they estimated assets and debts between $10 million to$50 million.TOWER AUTOMOTIVE: Inks Union Pact on Greenville Facility Closure----------------------------------------------------------------Tower Automotive Inc. (OTCBB: TWRAQ) disclosed a tentative agreement with its Milwaukee unions and plans to move forward with decision bargaining regarding the closure of its Greenville, Michigan manufacturing facility. Tower Automotive has reached an agreement in principle with the seven unions that represent workers at its Milwaukee manufacturing facility, one of its largest collective bargaining units and its largest group of retirees. The tentative agreement modifies benefits and resolves a wide range of outstanding issues related to the planned cessation of operations at the facility in March. Among other issues, the agreement modifies retiree health care benefits for current and retired Milwaukee employees. To mitigate the effects of terminating retiree health coverage, Tower Automotive will continue to pay healthcare coverage for employees through the end of June 2006 and will assist with the establishment of a Voluntary Employee Beneficiary Association trust that will administer the healthcare benefits of retirees and their dependents. Under this agreement, additional company contributions are possible if the company meets certain financial targets. "This agreement, which is the result of hard bargaining and tough discussions, enables Tower to address approximately 85 percent of its post-retirement medical liability and achieve the savings we need from this group while also addressing a variety of issues important to the unions and their members," Kathleen Ligocki, Tower Automotive's president and chief executive officer said."This positive outcome would not have been possible without the hard work of the Milwaukee unions' leadership and their professional advisors. Together, we have reached a positive solution to some very difficult issues, and I appreciate their willingness to engage in a constructive dialogue during this process." The seven Milwaukee unions are: -- Smith Steel Workers, D.A.L.U. 19806 A.F.L.-C.I.O. -- District 10 International Association of Machinists and Aerospace Workers -- International Brotherhood of Electrical Workers - Local 663 -- Technical Engineers Association -- Service Employees International Union, Local 150 -- United Association of Journeyman and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, Local Union 601 -- Milwaukee and Southeast Wisconsin Regional Council of Carpenters The agreement is subject to ratification by union members and approval by the Bankruptcy Court. Tower Automotive's board of directors has authorized it to engage in any necessary bargaining with all of the relevant unions regarding the closure of the manufacturing facility in Greenville, Michigan. The difficult decision to close the facility is a result of the challenging market conditions and is part of Tower Automotive's overall restructuring efforts to become more competitive. The facility, which produces metal stampings and assemblies for the North American automotive industry, employs approximately 200 hourly employees and 30 salaried employees. Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.-- http://www.towerautomotive.com/-- is a global designer and producer of vehicle structural components and assemblies used byevery major automotive original equipment manufacturer, includingBMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,Toyota, Volkswagen and Volvo. Products include body structuresand assemblies, lower vehicle frames and structures, chassismodules and systems, and suspension components. The Company and25 of its debtor-affiliates filed voluntary chapter 11 petitionson Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., AnupSathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,at Kirkland & Ellis, LLP, represent the Debtors in theirrestructuring efforts. When the Debtors filed for protection fromtheir creditors, they listed $787,948,000 in total assets and$1,306,949,000 in total debts.U.S. CAN: Ball Corp. Refinancing Cues Moody's to Review Ratings---------------------------------------------------------------Moody's Investors Service placed ratings of United States Can Company, the operating subsidiary of U.S. Can Corporation under review, following announcement that U.S. Can will sell its U.S. and Argentinean operations to Ball Corporation. Ball has announced intention to refinance U.S. Can's debt through issuance of new senior notes and an increase in its bank credit facility. U.S. Can shareholders are expected to retain U.S. Can's European operations. Moody's expects amounts outstanding under United States Can Company's $65 million senior secured revolving credit facility and $250 million senior secured term loan B to be repaid as a condition of closing the transaction, whereupon Moody's would withdraw the ratings. United States Can Company has issued a tender offer and consent solicitation for its $125 million 10.875% senior secured second lien notes due July 10, 2010 and $172 million 12.375% senior subordinated notes due October 1, 2010. The consent solicitation would substantially eliminate all of the restrictive and reporting covenants on the notes. If the notes are fully tendered, the ratings would be withdrawn. If the notes are not fully tendered and stub portions remain outstanding, ratings on the notes could be lowered as a result of their being stripped of covenant protections. United States Can Company's corporate family rating would be reviewed pending determination of the structure of the remaining European operations. These ratings are under review: * $65 million senior secured first lien revolving credit facility, rated B3 * $250 million senior secured first lien term loan B, rated B3 * $125 million second lien 10.875% notes due July 10, 2010, rated Caa2 * $172 million 12.375% senior subordinated notes due Oct. 1, 2010, rated Caa3 * Corporate Family Rating, B3 United States Can Company, the operating subsidiary of U.S. Can Corporation, is headquartered in Lombard, Illinois. The company is a manufacturer of steel containers for personal care, household, automotive, paint, industrial, and specialty products in the United States and Europe. The company also produces plastic containers domestically and food cans in Europe. For the twelve months ended Oct. 2, 2005, consolidated revenue was approximately $882 million. WESTBROOK CO: Case Summary & 2 Largest Unsecured Creditors----------------------------------------------------------Debtor: Westbrook Company, Inc. dba Westbrook Service & Tire Company 308 Main Street LaGrange, Georgia 30240Bankruptcy Case No.: 06-10305Chapter 11 Petition Date: March 2, 2006Court: Northern District of Georgia (Newnan)Judge: W. Homer DrakeDebtor's Counsel: Robert B. Whatley, Esq. Whatley, Baker & Baker, P.C. 16 North LaFayette Square LaGrange, Georgia 30240 Tel: (706) 884-3059 Fax: (706) 882-4062Total Assets: $60,271Total Debts: $1,706,381Debtor's 2 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Internal Revenue Service Taxes $959,725Special Procedures BranchBankruptcy Unit Mail Code 334-D401 West Peachtree Street NWAtlanta, GA 30301JK Boatwright & Co., P.C. Accounting Services $16017-1/2 North LaFayette SquareLaGrange, GA 30240WORLD HEALTH: Wants to Retain Morris James as Bankruptcy Counsel----------------------------------------------------------------World Health Alternatives, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to retain Morris, James, Hitchens & Williams LLP, as their bankruptcy counsel.Morris James will: a) provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their business and management of their properties; b) assist in the preparation and pursuit of confirmation of a plan and approval of a disclosure statement; c) prepare on behalf of the Debtors necessary applications, motions, answers, orders, reports and other legal papers; d) appear in Court to protect the interests of the Debtors before the Court; and e) perform all other legal services for the Debtors which may be necessary and proper in these proceedings.Stephen M. Miller, Esq., a partner at Morris James, discloses the Firm's professionals' billing rates: Professional Designation Hourly Rate ------------ ----------- ----------- Stephen M. Miller Partner $395 Brett D. Fallon Partner $395 Carl N. Kunz, III Partner $370 Douglas N. Candeub Senior Counsel $340 Rafael X. Zahralddin Associate $295 Thomas M. Horan Associate $210 William Weller Paralegal $145 E. Rebecca Workman Paralegal $125Morris James has discussed and will continue to discuss with King & Spalding LLP, a division of responsibility that avoids duplication of efforts.Mr. Miller assures the Court that Morris James does not hold or represent any interests 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 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 millionWORLD HEALTH: Submits Bid and Auction Procedures for Asset Sale---------------------------------------------------------------World Health Alternatives, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve the bid and auction procedures related to the proposed sale of substantially all their assets pursuant to a stalking horse agreement with Jackson Healthcare Staffing, LLC.As reported in the Troubled Company Reporter on Feb. 22, 2006, Jackson Healthcare, an affiliate of Jackson Healthcare Solutions, LLC, offered to purchase the Debtors assets for approximately $43 million in cash plus the assumption of approximately $10 million in liabilities.Jackson paid $1 million of the $2.5 million agreed deposit upon signing the Asset Purchase Agreement with the Debtors on Feb. 17, 2006. It will pay the $1.5 million balance after the Bankruptcy Court approves the proposed bid and auction procedures. Jackson is entitled to a $1.6 million break-up fee if the assets are sold to a competing bidder. The proposed bid procedures will give other potential buyers the opportunity to submit bids to purchase the Debtors' assets.Pursuant to the proposed bid and auction procedures: a) a qualified bidder is required to submit an initial overbid within 25 days after the Bankruptcy Court approves the bid procedures. Initial overbids must provide for a purchase price equal to $2.1 million plus the aggregate purchase price -- including the value of the assumed liabilities; b) bidders must include a $2.5 million cashiers' or certified check as deposit; c) copies of all bids must be submitted to: (1) World Health Alternatives, Inc. Attn: M. Benjamin Jones 777 Penn Center Blvd., Suite 111 Pittsburgh, Pennsylvania 15235 Fax: (412) 829-8905 (2) Debtors' Counsels: King & Spalding LLP Attn: Sarah Robinson Borders, Esq. 191 Peachtree Street Atlanta, Georgia 30303 Fax: (404) 572-5149 and Morris James Hitchens & Williams, LLP Attn: Stephen N. Miller, Esq. 222 Delaware Avenue Post Wilmington, Delaware 19801 (3) Jackson's Counsel: Kilpatrick Stockton LLP Attn: Timothy Mann Jr., Esq. 1100 Peachtree Street Atlanta, Georgia 30309-4530 Fax: (404) 541-3282 (4) Counsel to DIP Lenders: Katten Muchin Rosenman LLP Attn: Kenneth J. Ottaviano 525 West Monroe Street Chicago, Illinois 60661-3693 Fax: (312) 577-4662; and (5) Debtor's financial advisors: Houlihan Lokey Howard & Zukin Capital Attn: David Hiity 245 Park Avenue New York City 10167-0001 Fax: (212) 661-3070Headquartered 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.YORKSHIRE LLC: Voluntary Chapter 11 Case Summary------------------------------------------------Debtor: Yorkshire, L.L.C. 12810 Hazelway Lane Cypress, Texas 77429Bankruptcy Case No.: 06-70056Chapter 11 Petition Date: March 3, 2006Court: Northern District of Texas (Wichita Falls)Debtors' Counsel: John A. Leonard, Esq. Russell, Leonard & Key, PLLC 900 Eighth Street, Suite 320 P.O. Box 8385 Wichita Falls, Texas 76307 Tel: (940) 322-5217Estimated Assets: $500,000 to $1 MillionEstimated Debts: $1 Million to $10 MillionThe Debtor did not file a list of its 20 largest unsecured creditors.* BOND PRICING: For the week of Feb. 27 - Mar. 3, 2006------------------------------------------------------Issuer Coupon Maturity Price------ ------ -------- -----ABC Rail Product 10.500% 12/31/04 0Adelphia Comm. 3.250% 05/01/21 2Adelphia Comm. 6.000% 02/15/06 3Adelphia Comm. 7.500% 01/15/04 64Adelphia Comm. 7.750% 01/15/09 68Adelphia Comm. 7.875% 05/01/09 65Adelphia Comm. 8.125% 07/15/03 66Adelphia Comm. 8.375% 02/01/08 67Adelphia Comm. 9.250% 10/01/02 65Adelphia Comm. 9.375% 11/15/09 66Adelphia Comm. 9.500% 02/15/04 64Adelphia Comm. 9.875% 03/01/05 64Adelphia Comm. 9.875% 03/01/07 65Adelphia Comm. 10.250% 06/15/11 68Adelphia Comm. 10.250% 11/01/06 67Adelphia Comm. 10.500% 07/15/04 67Adelphia Comm. 10.875% 10/01/10 66Allegiance Tel. 11.750% 02/15/08 26Allegiance Tel. 12.875% 05/15/08 13Amer Color Graph 10.000% 06/15/10 70American Airline 9.980% 01/02/13 72American Airline 9.980% 01/02/13 72American Airline 9.980% 01/02/13 72Ames Dept Stores 10.000% 04/15/06 0AMR Corp. 10.290% 03/08/21 73Anvil Knitwear 10.875% 03/15/07 45AP Holdings Inc 11.250% 03/15/08 15Archibald Candy 10.000% 11/01/07 7Armstrong World 6.350% 08/15/03 67Armstrong World 6.500% 08/15/05 63Armstrong World 7.450% 05/15/29 67Asarco Inc. 7.875% 04/15/13 61Asarco Inc. 8.500% 05/01/25 62At Home Corp. 4.750% 12/15/06 1ATA Holdings 13.000% 02/01/09 1Atlantic Coast 6.000% 02/15/34 12Atlas Air Inc 8.770% 01/02/11 57Autocam Corp. 10.875% 06/15/14 68Avado Brands Inc 11.750% 06/15/09 1Aviation Sales 8.125% 02/15/08 54Avondale Mills 10.250% 07/01/13 72Banctec Inc 7.500% 06/01/08 71Bank New England 8.750% 04/01/99 7Bank New England 9.500% 02/15/96 5Big V Supermkts 11.000% 02/15/04 0Budget Group Inc. 9.125% 04/01/06 0Builders Transpt 8.000% 08/15/05 0Cell Therapeutic 5.750% 06/15/08 48Cell Therapeutic 5.750% 06/15/08 62Charter Comm Hld 10.000% 05/15/11 51Charter Comm Hld 10.250% 01/15/10 67Charter Comm Hld 11.125% 01/15/11 54Charter Comm Inc 5.875% 11/16/09 73Chic East Ill RR 5.000% 01/01/54 50CIH 10.000% 05/15/14 52Ciphergen 4.500% 09/01/08 75Clark Material 10.750% 11/15/06 0CMI Industries 9.500% 10/01/03 0Collins & Aikman 10.750% 12/31/11 29Color Tile Inc 10.750% 12/15/01 0Comcast Corp. 2.000% 10/15/29 40Coyne Intl Enter 11.250% 06/01/08 72CPNL-Dflt12/05 4.750% 11/15/23 34CPNL-Dflt12/05 6.000% 09/30/14 26CPNL-Dflt12/05 7.625% 04/15/06 50CPNL-Dflt12/05 7.750% 04/15/09 50CPNL-Dflt12/05 7.750% 06/01/15 20CPNL-Dflt12/05 7.875% 04/01/08 49CPNL-Dflt12/05 8.500% 02/15/11 35CPNL-Dflt12/05 8.625% 08/15/10 35CPNL-Dflt12/05 8.750% 07/15/07 50CPNL-Dflt12/05 10.500% 05/15/06 49Cray Inc. 3.000% 12/01/24 75Cray Research 6.125% 02/01/11 31Cummins Engine 5.650% 03/01/98 73Curative Health 10.750% 05/01/11 61Dal-Dflt09/05 9.000% 05/15/16 22Dana Corp 5.850% 01/15/15 62Dana Corp 6.500% 03/01/09 65Dana Corp 6.500% 03/15/08 65Dana Corp 7.000% 03/01/29 63Dana Corp 7.000% 03/15/28 60Dana Corp 9.000% 08/15/11 61Dana Corp 10.125% 03/15/10 61Decorative Home 13.000% 06/30/02 0Decrane Aircraft 12.000% 09/30/08 73Delco Remy Intl 9.375% 04/15/12 41Delco Remy Intl 11.000% 05/01/09 45Delphi Auto System 7.125% 05/01/29 55Delphi Corp 6.500% 08/15/13 54Delphi Trust II 6.197% 11/15/33 28Delta Air Lines 2.875% 02/18/24 21Delta Air Lines 7.700% 12/15/05 22Delta Air Lines 7.900% 12/15/09 23Delta Air Lines 8.000% 06/03/23 22Delta Air Lines 8.300% 12/15/29 24Delta Air Lines 8.540% 01/02/07 33Delta Air Lines 8.540% 01/02/07 38Delta Air Lines 8.540% 01/02/07 61Delta Air Lines 9.200% 09/23/14 69Delta Air Lines 9.250% 03/15/22 22Delta Air Lines 9.250% 12/27/07 17Delta Air Lines 9.375% 09/11/07 72Delta Air Lines 9.750% 05/15/21 22Delta Air Lines 9.875% 04/30/08 64Delta Air Lines 10.000% 06/01/10 49Delta Air Lines 10.000% 06/01/10 63Delta Air Lines 10.000% 06/01/11 28Delta Air Lines 10.000% 06/18/13 63Delta Air Lines 10.000% 08/15/08 23Delta Air Lines 10.000% 12/05/14 46Delta Air Lines 10.060% 01/02/16 66Delta Air Lines 10.080% 06/16/08 58Delta Air Lines 10.080% 06/16/08 58Delta Air Lines 10.080% 06/16/08 58Delta Air Lines 10.125% 01/02/10 39Delta Air Lines 10.125% 05/15/10 21Delta Air Lines 10.125% 06/16/09 61Delta Air Lines 10.125% 06/16/10 58Delta Air Lines 10.125% 06/16/10 58Delta Air Lines 10.125% 06/16/10 61Delta Air Lines 10.375% 02/01/11 22Delta Air Lines 10.375% 12/15/22 24Delta Air Lines 10.430% 01/02/11 20Delta Air Lines 10.500% 04/30/16 62Delta Air Lines 10.790% 03/26/14 20Delta Mills Inc. 9.625% 09/01/07 39Discovery Zone 13.500% 08/01/02 0Diva Systems 12.625% 03/01/08 1Duane Reade Inc 9.750% 08/01/11 75Dura Operating 9.000% 05/01/09 50Dura Operating 9.000% 05/01/09 53DVI Inc. 9.875% 02/01/04 15Eagle Food Centre 11.000% 04/15/05 1Eagle-Picher Inc 9.750% 09/01/13 70Encompass Service 10.500% 05/01/09 0Enrnq-Dflt05/05 7.375% 05/15/19 39Epix Medical Inc. 3.000% 06/15/24 65Exodus Comm. Inc. 5.250% 02/15/08 0Exodus Comm. Inc. 11.625% 07/15/10 0Fedders North AM 9.875% 03/01/14 61Federal-Mogul Co. 7.375% 01/15/06 39Federal-Mogul Co. 7.500% 01/15/09 38Federal-Mogul Co. 8.160% 03/06/03 32Federal-Mogul Co. 8.370% 11/15/01 35Federal-Mogul Co. 8.800% 04/15/07 39Finova Group 7.500% 11/15/09 33FMXIQ-DFLT09/05 13.500% 08/15/05 15Foamex L.P.-DFLT 9.875% 06/15/07 21Ford Motor Co 6.500% 08/01/18 67Ford Motor Co 6.625% 02/15/28 65Ford Motor Co 7.125% 11/15/25 66Ford Motor Co 7.400% 11/01/46 64Ford Motor Co 7.500% 08/01/26 68Ford Motor Co 7.500% 08/20/32 75Ford Motor Co 7.700% 05/15/97 67Ford Motor Co 7.750% 06/15/43 65Ford Motor Co 8.875% 01/15/22 74Ford Motor Cred 5.650% 12/20/11 73Ford Motor Cred 5.750% 01/21/14 74Ford Motor Cred 5.750% 02/20/14 71Ford Motor Cred 5.750% 02/20/14 75Ford Motor Cred 5.750% 02/21/12 73Ford Motor Cred 5.900% 02/20/14 75Ford Motor Cred 6.000% 01/20/15 74Ford Motor Cred 6.000% 01/21/14 75Ford Motor Cred 6.000% 02/20/15 73Ford Motor Cred 6.000% 03/20/14 73Ford Motor Cred 6.000% 03/20/14 74Ford Motor Cred 6.000% 03/20/14 74Ford Motor Cred 6.000% 03/20/14 75Ford Motor Cred 6.000% 11/20/14 72Ford Motor Cred 6.000% 11/20/14 73Ford Motor Cred 6.000% 11/20/14 73Ford Motor Cred 6.050% 02/20/14 73Ford Motor Cred 6.050% 02/20/15 73Ford Motor Cred 6.050% 03/20/14 75Ford Motor Cred 6.050% 12/22/14 71Ford Motor Cred 6.050% 12/22/14 73Ford Motor Cred 6.050% 12/22/14 74Ford Motor Cred 6.100% 02/20/15 74Ford Motor Cred 6.150% 01/20/15 74Ford Motor Cred 6.150% 12/22/14 72Ford Motor Cred 6.200% 03/20/15 73Ford Motor Cred 6.250% 01/20/15 73Ford Motor Cred 6.500% 03/20/15 73Gateway Inc. 2.000% 12/31/11 70General Motors 7.125% 07/15/13 71General Motors 7.400% 09/01/25 64General Motors 7.700% 04/15/16 69General Motors 8.100% 06/15/24 64General Motors 8.250% 07/15/23 68General Motors 8.375% 07/15/33 70General Motors 8.800% 03/01/21 69General Motors 9.400% 07/15/21 72Global Health SC 11.000% 05/01/08 1GMAC 5.250% 01/15/14 71GMAC 5.350% 01/15/14 73GMAC 5.700% 06/15/13 74GMAC 5.700% 10/15/13 73GMAC 5.750% 01/15/14 74GMAC 5.850% 06/15/13 75GMAC 5.850% 06/15/13 75GMAC 5.900% 01/15/19 70GMAC 5.900% 01/15/19 75GMAC 5.900% 02/15/13 72GMAC 5.900% 02/15/19 72GMAC 5.900% 10/15/19 71GMAC 6.000% 02/15/13 75GMAC 6.000% 02/15/19 70GMAC 6.000% 02/15/19 72GMAC 6.000% 02/15/19 72GMAC 6.000% 03/15/19 72GMAC 6.000% 03/15/19 72GMAC 6.000% 03/15/19 72GMAC 6.000% 03/15/19 72GMAC 6.000% 03/15/19 73GMAC 6.000% 04/15/19 68GMAC 6.000% 09/15/19 72GMAC 6.000% 09/15/19 74GMAC 6.050% 08/15/19 72GMAC 6.050% 08/15/19 72GMAC 6.050% 10/15/19 71GMAC 6.100% 09/15/19 72GMAC 6.125% 10/15/19 73GMAC 6.150% 08/15/19 73GMAC 6.150% 09/15/19 73GMAC 6.150% 10/15/19 72GMAC 6.150% 12/15/13 75GMAC 6.200% 04/15/19 72GMAC 6.250% 01/15/19 72GMAC 6.250% 04/15/19 73GMAC 6.250% 05/15/19 74GMAC 6.250% 07/15/18 73GMAC 6.250% 12/15/18 73GMAC 6.300% 08/15/19 74GMAC 6.350% 04/15/19 73GMAC 6.350% 07/15/19 71GMAC 6.350% 07/15/19 73GMAC 6.400% 11/15/19 73GMAC 6.400% 11/15/19 74GMAC 6.400% 12/15/18 74GMAC 6.500% 01/15/20 73GMAC 6.500% 02/15/20 73GMAC 6.500% 05/15/19 75GMAC 6.500% 06/15/18 75GMAC 6.500% 11/15/18 74GMAC 6.500% 12/15/18 73GMAC 6.500% 12/15/18 75GMAC 6.600% 06/15/19 74GMAC 6.600% 06/15/19 75GMAC 6.650% 02/15/13 67GMAC 6.650% 02/15/20 73GMAC 6.650% 10/15/18 75GMAC 6.700% 11/15/18 75GMAC 6.750% 03/15/20 72GMAC 7.000% 06/15/22 75GMAC 7.000% 09/15/21 74GMAC 7.000% 09/15/21 75GMAC 7.000% 11/15/23 73GMAC 7.000% 11/15/24 70GMAC 7.000% 11/15/24 71GMAC 7.050% 03/15/18 74GMAC 7.150% 03/15/25 75GMAC 7.250% 12/15/15 75Golden Books Pub 10.750% 12/31/04 0Graftech Int'l 1.625% 01/15/24 72Gulf Mobile Ohio 5.000% 12/01/56 74Gulf States STL 13.500% 04/15/03 0Horizon Fin Corp 11.750% 05/08/09 0Imperial Credit 9.875% 01/15/07 0Inland Fiber 9.625% 11/15/07 64Insight Health 9.875% 11/01/11 56Insilco Corp 12.000% 08/15/07 0Iridium LLC/CAP 10.875% 07/15/05 26Iridium LLC/CAP 11.250% 07/15/05 27Iridium LLC/CAP 13.000% 07/15/05 26Iridium LLC/CAP 14.000% 07/15/05 26Isolagen Inc. 3.500% 11/01/24 58Jordan Industries 10.375% 08/01/07 55JTS Corp. 5.250% 04/29/02 0Kaiser Aluminum & Chem. 9.875% 02/15/02 51Kaiser Aluminum & Chem. 10.875% 10/15/06 50Kaiser Aluminum & Chem. 10.875% 10/15/06 51Kaiser Aluminum & Chem. 12.750% 02/01/03 8Key Plastics 10.250% 03/15/07 0Kmart Corp. 8.540% 01/02/15 16Kmart Corp. 8.990% 07/05/10 12Kmart Corp. 9.350% 01/02/20 26Kmart Funding 8.800% 07/01/10 30Kmart Funding 9.440% 07/01/18 47Level 3 Comm. Inc. 2.875% 07/15/10 72Level 3 Comm. Inc. 6.000% 03/15/10 72Level 3 Comm. Inc. 6.000% 09/15/09 73Liberty Media 3.750% 02/15/30 56Liberty Media 4.000% 11/15/29 61Macsaver Financl 7.400% 02/15/02 3Macsaver Financl 7.600% 08/01/07 3MCMS Inc. 9.750% 03/01/08 0Merisant Co 9.500% 07/15/13 63Metamor Worldwid 2.940% 08/15/04 1Moa Hospitality 8.000% 10/15/07 70Mosler Inc 11.000% 04/15/03 0Motels of Amer 12.000% 04/15/04 68Movie Gallery 11.000% 05/01/12 65MRS Fields 9.000% 03/15/11 70MSX Int'l Inc. 11.375% 01/15/08 66Muzak LLC 9.875% 03/15/09 58Natl Steel Corp. 8.375% 08/01/06 8Natl Steel Corp. 9.875% 03/01/09 10New World Pasta 9.250% 02/15/09 8North Atl Trading 9.250% 03/01/12 59Northern Pacific RY 3.000% 01/01/47 59Northern Pacific RY 3.000% 01/01/47 59Northwest Airlines 6.625% 05/15/23 36Northwest Airlines 7.248% 01/02/12 13Northwest Airlines 7.625% 11/15/23 36Northwest Airlines 7.626% 04/01/10 68Northwest Airlines 7.875% 03/15/08 35Northwest Airlines 8.070% 01/02/15 70Northwest Airlines 8.130% 02/01/14 58Northwest Airlines 8.700% 03/15/07 35Northwest Airlines 8.875% 06/01/06 35Northwest Airlines 8.970% 01/02/15 30Northwest Airlines 9.179% 04/01/10 26Northwest Airlines 9.875% 03/15/07 38Northwest Airlines 10.000% 02/01/09 36NTK Holdings Inc. 10.750% 03/01/14 70Nutritional Src. 10.125% 08/01/09 60NWA Trust 11.300% 12/21/12 69Oakwood Homes 7.875% 03/01/04 8Oakwood Homes 8.125% 03/01/09 15Osu-Dflt10/05 13.375% 10/15/09 0O'Sullivan Ind. 10.630% 10/01/08 61Outboard Marine 9.125% 04/15/17 0Overstock.com 3.750% 12/01/11 70Overstock.com 3.750% 12/01/11 72PCA LLC/PCA Fin 11.875% 08/01/09 20Pegasus Satellite 9.625% 10/15/05 9Pegasus Satellite 12.375% 08/01/06 10Pegasus Satellite 12.500% 08/01/07 10Pen Holdings Inc. 9.875% 06/15/08 62Phar-Mor Inc. 11.720% 09/11/02 1Piedmont Aviat 10.000% 11/08/12 9Piedmont Aviat 10.200% 05/13/12 0Piedmont Aviat 10.250% 01/15/49 0Piedmont Aviat 10.250% 01/15/49 0Piedmont Aviat 10.350% 03/28/11 0Pixelworks Inc. 1.750% 05/15/24 69Pliant-DFLT/06 13.000% 06/01/10 24Pliant-DFLT/06 13.000% 06/01/10 24Polaroid Corp. 6.750% 01/15/02 0Polaroid Corp. 11.500% 02/15/06 0Pres Riverboat 13.000% 09/15/01 5Primedex Health 11.500% 06/30/08 58Primus Telecom 3.750% 09/15/10 40Primus Telecom 5.750% 02/15/07 75Primus Telecom 8.000% 01/15/14 70Primus Telecom 12.750% 10/15/09 68Psinet Inc. 10.000% 02/15/05 0Read-Rite Corp. 6.500% 09/01/04 8Refco Finance 9.000% 08/01/12 59Reliance Group Holdings 9.000% 11/15/00 19Renco Metals Inc 11.500% 07/01/03 0RJ Tower Corp. 12.000% 06/01/13 65Safety-Kleen Crp 9.250% 06/01/08 0Salton Inc. 12.250% 04/15/08 57Silicon Graphics 6.500% 06/01/09 70Silverleaf Res 8.000% 04/01/10 35 Solectron Corp. 0.500% 02/15/34 75Source Media Inc. 12.000% 11/01/04 0Steel Heddle 10.625% 06/01/08 0Steel Heddle 13.750% 06/01/09 0Sterling Chem 11.250% 04/01/07 0Tekni-Plex Inc. 12.750% 06/15/10 59Teligent Inc 11.500% 12/01/07 0Thermadyne Holdings 12.500% 06/01/08 0Tom's Foods Inc. 10.500% 11/01/04 5Toys R Us 7.375% 10/15/18 75Trenwick Cap I 8.820% 02/01/37 0Tribune Co 2.000% 05/15/29 73Trism Inc 12.000% 02/15/05 0Triton Pcs Inc. 8.750% 11/15/11 70Triton Pcs Inc. 9.375% 02/01/11 69Tropical SportsW 11.000% 06/15/08 10Twin Labs Inc. 10.250% 05/15/06 2United Air Lines 7.270% 01/30/13 48United Air Lines 7.371% 09/01/06 58United Air Lines 7.762% 10/01/05 72United Air Lines 7.870% 01/30/19 64United Air Lines 8.250% 04/26/08 3United Air Lines 9.020% 04/19/12 71United Air Lines 9.350% 04/07/16 68United Air Lines 9.560% 10/19/18 70United Air Lines 10.020% 03/22/14 45Univ Health Svcs 0.426% 06/23/20 58US Air Inc. 10.250% 01/15/49 0US Air Inc. 10.250% 01/15/49 3US Air Inc. 10.250% 01/15/49 8US Air Inc. 10.700% 01/01/49 8US Air Inc. 10.750% 01/15/49 13US Air Inc. 10.750% 01/15/49 25US Air Inc. 10.800% 01/01/49 4US Air Inc. 10.800% 01/01/49 27US Air Inc. 10.900% 01/01/49 3US Airways Pass 6.820% 01/30/14 65Venture Hldgs 9.500% 07/01/05 1Venture Hldgs 11.000% 06/01/07 1Venture Hldgs 12.000% 06/01/09 0Visteon Corp 7.000% 03/10/14 74 Wachovia Corp 13.000% 02/01/07 70 WCI Steel Inc. 10.000% 12/01/04 54Werner Holdings 10.000% 11/15/07 24Westpoint Steven 7.875% 06/15/05 0Westpoint Steven 7.875% 06/15/08 0Wheeling-Pitt St 6.000% 08/01/10 72Winstar Comm 10.000% 03/15/08 0Winstar Comm 12.750% 04/15/10 0World Access Inc. 13.250% 01/15/08 5 *********Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test.A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to firstname.lastname@example.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 NTroubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman, Editors.Copyright 2006. All rights reserved. ISSN: 1520-9474.This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed.The TCR subscription rate is $725 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***