TCR_Public/050921.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, September 21, 2005, Vol. 9, No. 224

                          Headlines

ACCIDENT & INJURY: Wants Until Nov. 30 to Assume or Reject Leases
ACT TELECONFERENCING: Nasdaq Issues Delisting Notice
ACURA PHARMACEUTICALS: Borrows $500,000 for Product Development
ADVANTA CORP: Moody's Reviews Low Debt Ratings & May Upgrade
ALABAMA METAL: S&P Places B+ Corporate Credit Rating on Watch

AMERUS GROUP: Fitch Places BB+ Rating on $150 Mil. Stock Issuance
AMHERST TECH: Gets Court Nod to Extend Lease Decision Period
AMHERST TECH: Gets Court Nod to Use Cash Collateral & DIP Facility
ANDRIS PUKKE: Michael Kiefer Inks Settlement Pact with Maryland
ASARCO LLC: Unions Want Management to Return to Negotiating Table

ASARCO LLC: Wants to Employ Ordinary Course Professionals
ASPEON INC: Employs Larry O'Donnell as New Independent Accountant
AVENUE GROUP: Posts $1.6 Million Net Loss for Qtr. Ended June 30
BALLY TOTAL: Expects to File Financial Statements by Nov. 30
BALLY TOTAL: Selling Crunch Fitness Unit for $45 Million in Cash

BELDEN & BLAKE: EnerVest Funds May Not Give Additional Capital
BLYTH INC: S&P Lowers Corporate Credit Rating to BB+ from BBB-
BOOKHAM INC: Ernst & Young Raises Going Concern Doubt in Form 10-K
BOOKS-A-MILLION: Internal Control Review Delays Financial Reports
CALPINE CORP: CCFC Preferred Unit Selling $400MM Preferred Shares

CAMP WOOD: Files Schedules of Assets and Liabilities
CATHOLIC CHURCH: Six Claimants Out of Mediation Talks in Tucson
CD INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CENTENNIAL COMMS: Taps Lehman Brothers for Financial Advice
CHRYON CORP: BDO Seidman Replaces PwC as Independent Accountants

CIENA CORP: S&P Affirms B Corporate Credit Rating
COPYTELE INC: Doubts About Going Concern Viability Continue
CREST 2001-1: Fitch Affirms BB+ Rating on $30 Mil. Class C Notes
DECRANE AIRCRAFT: Moody's Rates Planned $132 MM Facilities at B3
DECRANE AIRCRAFT: S&P Rates Proposed $131 Million Facility at B

DEL LABORATORIES: S&P Affirms Single-B Corporate Credit Rating
DELTA AIR: Can Continue Cash Management System on An Interim Basis
DI GIORGIO: S&P Downgrades Corporate Credit Rating to B- from B
DRESSER INC: Negotiates Nov. 14 Filing Extension with Lenders
DRESSER INC: Appointing Robert Woltil CFO After Filing Compliance

EAGLEPICHER HOLDINGS: Inks Employee Severance & Release Agreements
ELINE ENTERTAINMENT: Balance Sheet Upside-Down by $324K at July 31
ENERGAS RESOURCES: Posts $208,856 Net Loss for Qtr. Ended July 31
ENTERGY NEW ORLEANS: Underwater Utility Mulls Bankruptcy Filing
ENTERGY NEW ORLEANS: Fitch Junks Senior Secured Debt Rating

EUROGAS INC: June 30 Balance Sheet Upside-Down by $21.6 Million
EXIDE TECHNOLOGIES: Registers $60-Mil Senior Sub. Notes for Resale
FOAMEX INT'L: Bankruptcy Court Approves First-Day Motions
FOAMEX LP: S&P Lowers Sr. Sec. & Sub. Debt Ratings to D from C
FREMONT GENERAL: Fitch Lifts Sr. Debt Rating to B+ from Junk Level

GEORGIA-PACIFIC: Moody's Upgrades Senior Unsecured Ratings to Ba1
GLOBUS INT'L: OPIC Loan Expiration Freezes Russia Project
GLOBUS INTERNATIONAL: Restating 2003 and 2004 Financials
HAROLD'S STORES: Ernst & Young Looks at Interim CEO & Resigns
HAROLD'S STORES: Equity Deficit Widens to $12.4 Mil. at July 30

HITCHCOCK INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
HLI OPERATING: Moody's Junks $161 Million Sr. Unsecured Notes
HOLLINGER INT'L: Files Financial Statements for 2002 to 2004
HOUTEX I & II: List of 20 Largest Unsecured Creditors
INEX PHARMACEUTICALS: Noteholders Declare Default & Demand Payment

IRVING TANNING: Meriturn Partners Completes Acquisition
KALIMATA INC: List of 15 Largest Unsecured Creditors
KEY ENERGY: Senior Noteholders Accelerate Debt Following Default
KREATION KRAFT: Case Summary & 20 Largest Unsecured Creditors
KUHN INDUSTRIES: Voluntary Chapter 11 Case Summary

LENNOX INT'L: Board Authorizes Repurchase of 10 Million Shares
LEWIS REAL: List of 4 Largest Unsecured Creditors
LOEWEN GROUP: Alderwoods Wants Six More Chapter 11 Cases Closed
MAGRUDER COLOR: Wants to Hire Amper Politziner as Tax Accountants
MEI LLC: Court Okays Price & Associates as Lead Bankruptcy Counsel

MEI LLC: Court Rejects MAK's Request to Convert or Dismiss Case
NEPTUNE INDUSTRIES: Recurring Losses Trigger Going Concern Doubt
NORTHWEST AIRLINES: Brings In Seabury Group as Financial Advisor
NORTHWEST AIRLINES: Huron Consulting Tapped as Ch. 11 Consultant
NORTHWEST AIRLINES: Taps Cadwalader Wickersham as Ch. 11 Counsel

OPTINREALBIG.COM: Rule 2004 Probe of Infinite Monkeys Stayed
OPTINREALBIG.COM: Summers & Shives Approved as Special Counsel
OWENS CORNING: Court OKs $2MM Sale of Asphalt Facility to Valley
OWENS CORNING: Wants to Implement Foreign Fund Repatriation Plan
PENINSULA HOLDING: Judge Steiner Dismisses Chapter 11 Case

PEREGRINE SYSTEMS: Selling Assets to Hewlett-Packard for $425 Mil.
PLIANT CORP: S&P Lowers Corporate Credit Rating to CCC+ from B
POLYMER GROUP: Redeems All Outstanding Preferred Stock
PONDEROSA PINE: Creditors Ask Court to Terminate Exclusive Periods
PXRE GROUP: Fitch Retains Ratings on Watch Negative

RELIANCE GROUP: Liquidator to Pay $300MM to Guaranty Associations
RELIZON CO: S&P Places BB- Corporate Credit Rating on Watch
RES-CARE INC: S&P Rates Proposed $150 Million Notes at B
S-TRAN HOLDINGS: Wants Until Dec. 8 to File a Chapter 11 Plan
SAMI MORTGAGE: Fitch Cuts Rating on Class IB5 Certs. 1 notch to B-

SEAFOOD ENTERPRISE: Case Summary & 5 Largest Unsecured Creditors
SELECT MEDICAL: Selling $175 Million Notes Via Private Placement
SOUTHCOAST EXPRESS: Case Summary & 21 Largest Unsecured Creditors
STELCO INC: Files Restructuring Plan in Ontario Court
SUBURBAN PROPANE: S&P Places BB- Corporate Credit Rating on Watch

SUSAN RANDHAVA: Case Summary & 2 Largest Unsecured Creditors
TATER TIME: Has Until October 20 to File Chapter 11 Plan
TERAFORCE TECHNOLOGY: Rejecting Three Contracts with Vista
THERMAL NORTH: S&P Assigns BB- Corporate Credit Rating
TORCH OFFSHORE: Court Allows Set-Off Deal with Helis Oil

TRISTAR HOTELS: Wants to Hire DiNapoli & Sibley as Bankr. Counsel
TRISTAR HOTELS: Section 341(a) Meeting Slated for October 5
TUCSON ELECTRIC: S&P Affirms BB Long-Term Corporate Credit Rating
UNITED WOOD: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: Asks Court to OK Sale/Leaseback Deal with BCI Aircraft

US AIRWAYS: Court Approves PBGC Claims Settlement Agreement
VENTURE HOLDINGS: Court Sets Admin. Claims Bar Date on October 9
WESCO DISTRIBUTION: S&P Rates Proposed $150 Million Notes at B
WILBRAHAM CBO: Fitch Junks Three Certificate Classes
WODO LLC: Asks For Open-Ended Deadline to Decide on Parking Lease

WODO LLC: Wants Solicitation Period Stretched to Jan. 13, 2006
WORLDCOM INC: Wants to Walk Away from Kennedy & Associates Pact
XYBERNAUT CORP: Equity Panel Taps Connolly Bove as Counsel
XYBERNAUT CORP: Equity Panel Taps Hurson as Special Counsel
YUKOS OIL: Rosneft to Pay Interest on $482-M Outstanding Loan

* Cooley Godward Relocates San Francisco Office

* Upcoming Meetings, Conferences and Seminars

                          *********

ACCIDENT & INJURY: Wants Until Nov. 30 to Assume or Reject Leases
-----------------------------------------------------------------
Accident & Injury Pain Centers, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of New Jersey to
extend, until November 30, 2005, the period within which they can
decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

The Debtors currently operate a number of clinics on these
unexpired nonresidential real property leases and they say that,
until the plan of reorganization is confirmed, the estates should
not assume the leases, nor should they be rejected as they might
be necessary for the performance of the pending plan of
reorganization.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat     
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ACT TELECONFERENCING: Nasdaq Issues Delisting Notice
----------------------------------------------------
ACT Teleconferencing, Inc. (Nasdaq: ACTT) received notice of a
Nasdaq Staff Determination on Sept. 14, 2005, indicating that the
Company is not in compliance with Nasdaq rules because:

   -- the Company's common stock fails to meet the minimum $1.00
      minimum bid price;

   -- the Company's stockholders' equity was below the minimum
      $10,000,000 requirement as of June 30, 2005;

   -- the Company's board did not satisfy independent director and
      audit committee requirements as of August 19, 2005;

   -- the voting rights of the Company's Series AA Convertible
      Preferred Stock violate Nasdaq's voting rights rule; and

   -- the board representation of the initial investor in the
      Series AA preferred stock is in excess of the investor's
      proportional equity ownership (NASD Marketplace Rules
      4450(a)(5), 4450(a)(3), 4350(c)(1), and 4350(d)(2), and
      4351).

As a result, the Company's common stock is subject to delisting
from the Nasdaq National Market.

Pursuant to applicable NASD Marketplace Rules, the Company is
appealing the Staff's determination to a Nasdaq Listing
Qualifications Panel.  The hearing request will stay the delisting
of the stock pending the Panel's review and determination.  
Hearings generally are held 30-45 days after the request.  Should
the stock be delisted from the Nasdaq National Market, an
alternative may be a listing on the Nasdaq SmallCap Market.

"Nasdaq has raised some important issues, and we do not take them
lightly," ACT Chief Executive Officer Gene Warren.  "We continue
to do what we believe is in the best interests of our
shareholders, customers and employees.  The hearing will give us
the opportunity to fully inform Nasdaq of the current status of
our balance sheet, the composition of our board, the
qualifications of our new directors, and our views regarding our
stock price.  We believe we have a workable plan in place that is
appropriate for our circumstances."

In the event the Company's common stock is delisted from Nasdaq
National Market, the quarterly increases to the stated value of
the Company's Series AA Preferred Stock will increase by 0.50%.
If the common stock is listed on the Nasdaq SmallCap Market or the
American Stock Exchange following any removal from the Nasdaq
National Market, the quarterly increases to stated value will be
increased by 0.25%, rather than 0.50%, from and after the date of
such alternative listing.

Established in 1990, ACT Teleconferencing, Inc. --   
http://www.acttel.com/-- is a leading independent worldwide    
provider of audio, video and web-based conferencing products and  
services to corporations, educational organizations, and  
governments worldwide.  ACT is the only conferencing company with  
integrated global audio and videoconferencing platforms that  
provide uniform international services, customized uniform  
billing, managed services, and local language services.  The   
Company's headquarters are located in Denver, Colorado, with  
operations in Australia, Belgium, Canada, France, Germany, Hong   
Kong, the Netherlands, Singapore, the U.K. and the U.S., and  
virtual locations in Japan, China, Taiwan, Indonesia, Spain,   
Sweden, Switzerland, Russia, Poland and South Africa.    

                      Going Concern Doubt   

The report regarding the Company's financial statements for the  
year ended December 31, 2004, delivered by Hein & Associates, LLP,  
the Company's independent registered public accounting firm,  
expressed a view that the Company's recurring losses from  
operations, the excess of the Company's total liabilities over its  
total assets, and the Company's breach of debt covenants raise  
substantial doubt about the Company's ability to continue as a  
going concern.  

As previously reported, the Company is evaluating all strategic  
alternatives, including recapitalization, and sale of all or part  
of the Company.  Completing this task is critical, as it will  
eliminate the Company's high interest debt and the covenants  
restricting growth.  "We are continuing to take steps to address  
our financial situation.  Right now, we are exploring all of our  
strategic options to improve the balance sheet," said Mr. Warren.   
"We believe we can successfully address the issues noted in our  
accounting firm's opinion."


ACURA PHARMACEUTICALS: Borrows $500,000 for Product Development
---------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTC.BB-ACUR) has secured $500,000
under a term Loan Agreement with:

   * Essex Woodlands Health Ventures V, L.P.,
   * Care Capital Investments II, L.P.,
   * Care Capital Offshore Investments II, L.P.,
   * Galen Partners III, L.P.,
   * Galen Partners International III, L.P., and
   * Galen Employee Fund III, L.P.

The Loan, is secured by a lien on all assets of the Company and
its subsidiaries (senior to all other Company debt), bears an
annual interest rate of 10% and matures June 1, 2006.  This
funding will allow the Company to continue pursuing collaboration
agreements with strategically focused pharmaceutical company
partners for the development and commercialization of products
incorporating the Company's proprietary abuse deterrent technology
and to seek more permanent funding from third parties.

                      Cash Reserves Update

The Company estimates that its current cash reserves, including
the net proceeds from the Loan, will fund continued development of
the Aversion(TM) Technology and related operating expenses through
October 2005.  To continue operating, the Company must raise
additional financing or enter into appropriate collaboration
agreements with third parties providing for cash payments to the
Company.  No assurance can be given that the Company will be
successful in obtaining any such financing or in securing
collaborative agreements with third parties on acceptable terms,
if at all, or if secured, that such financing or collaborative
agreements will provide for payments to the Company sufficient to
continue funding operations.  In the absence of such financing or
third-party collaborative agreements, the Company will be required
to scale back or terminate operations and/or seek protection under
applicable bankruptcy laws.

Acura Pharmaceuticals, Inc., together with its subsidiaries, is an
emerging pharmaceutical technology development company
specializing in proprietary opioid abuse deterrent formulation
technology.

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--     
together with its subsidiaries, is an emerging pharmaceutical  
technology development company specializing in proprietary opioid  
abuse deterrent formulation technology.  

At June 30, 2005, Acura Pharmaceuticals' balance sheet showed a  
$3,569,000 stockholders' deficit, compared to a $1,085,000 deficit  
at Dec. 31, 2004.


ADVANTA CORP: Moody's Reviews Low Debt Ratings & May Upgrade
------------------------------------------------------------
Moody's Investors Service placed all ratings of Advanta
Corporation (Senior Unsecured at B2) on review for possible
upgrade.  The ratings review is due to the removal of uncertainty
around the major litigation issues with Chase Mortgage Corporation
coupled with improving operating metrics at Advanta's business
credit card segment.

Earlier this month Advanta reported that the U.S. District Court
entered its judgment on the complaint filed in 2001 by Chase
Mortgage Corporation.  The court rejected Chase's claims of $88
million plus interest but affirmed one contract claim worth $17.5
million plus interest.  A second legal matter between the parties
was settled this month as well, in which Chase will pay $8.75
million to Advanta.

As part of the settlement, all of the claims and counterclaims
related to this second legal matter will be dismissed.  Moody's
believes that Advanta has sufficient liquidity and earnings to
cover the overall costs of this litigation, and the removal of the
legal uncertainty is a credit positive for the company.

During the review for possible upgrade, Moody's will focus on the
sustainability of Advanta's profitability and credit quality.
During the last two years, Advanta has experienced stronger
returns on managed assets and a substantial decline in charge-off
rates.  The company has also significantly reduced non-core
assets, although the venture capital portfolio continues to be a
credit negative.

Moody's will consider the potential for margin pressure as credit
quality improvements level off and borrowing rates continue to
rise.  Competition has been intense as companies struggle to
maintain portfolio growth levels.  This has led to lower pricing
and a decreased net interest margin.  Advanta is particularly
exposed in this area due to the monoline nature of its business.

Moody's will evaluate management's commitment to improved
underwriting standards in the face of ongoing competitive and
margin pressures.  Moody's will also review the cost of Advanta's
rewards program and the recognition of those expenses.  This
becomes critical as rewards represent a significant factor in
attracting and retaining customers.

Advanta Corp., headquartered in Spring House, Pennsylvania,
reported approximately $4.7 billion in managed assets as of June
30, 2005.

These ratings were placed on review for possible upgrade:

  Advanta Corporation:

     * Senior Unsecured B2
     * Subordinate Caa1
     * Senior Unsecured Shelf(P)B2
     * Subordinate Shelf (P)Caa1
     * Preferred Shelf(P)Caa2

  Advanta Capital I:

     * Trust Preferred Stock Caa1

  Advanta Capital LLC:

     * Trust Preferred Shelf(P)Caa1


ALABAMA METAL: S&P Places B+ Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Birmingham, Alabama-based Alabama Metal
Industries Corp. on CreditWatch with positive implications
following an announcement by unrated Gibraltar Industries Inc.
that it has entered into a definitive agreement to acquire AMICO
for $240 million.  The acquisition is expected to close within the
next couple of weeks.
     
At the same time, Standard & Poor's withdrew AMICO's bank loan
ratings because the company is not pursuing the proposed dividend
recapitalization.
     
"The CreditWatch placement reflects AMICO's acquisition by a
larger and apparently financially stronger entity," said Standard
& Poor's credit analyst Lisa Wright.  "However, we based this
conclusion solely on public financial statements and it does not
incorporate other critical rating factors that are vital for our
assessment of issuer creditworthiness."
     
AMICO's corporate credit rating will be withdrawn when the
acquisition closes.


AMERUS GROUP: Fitch Places BB+ Rating on $150 Mil. Stock Issuance
-----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to the $150 million AmerUs
Group Co. noncumulative perpetual stock issuance.  The Rating
Outlook is Stable.

The proceeds from the perpetual preferred stock offering will be
used to repay the outstanding indebtedness and for general
corporate purposes.

Fitch allocated 100% equity credit to the new issuance given the
perpetual term of the preferred stock combined with the
noncumulative dividend feature.

Pro forma June 30, 2005, equity-adjusted debt-to-total capital at
AmerUs was just below 17%.  The financial leverage calculation
eliminated the bank debt outstanding at the time.  In addition,
AmerUs issued senior debt during the third quarter to fund the
retirement of optionally convertible equity-linked accreting
notes.

The two-notch gap between AmerUs' long-term issuer rating and its
perpetual preferred stock reflects the level of the long-term
issuer rating, the subordination to other outstanding hybrid
securities, and the amount of hybrid securities in the capital
structure.

AmerUs Group Co.'s fixed-charge coverage was 7.5 times (x) in
2004, eliminating realized/unrealized investment gains from the
earnings figure.  This level of fixed-charge coverage is
considered solid and remains an important component in AmerUs
Group Co.'s debt ratings.

Fitch expects AmerUs to meet management's guidance for
profitability as measured by GAAP ROE of 12%, adjusted debt-to-
total capital below 25%, and NAIC risk-based capital in excess of
300% of the company action level.

AmerUs Group Co., an insurance holding company, is headquartered
in Des Moines, Iowa and reported total assets of $24 billion and
stockholders' equity of $1.7 billion at June 30, 2005.

These ratings have a Stable Rating Outlook by Fitch:

   AmerUs Group Co.

     -- Perpetual preferred stock assigned 'BB+';
     -- Long-term issuer rating 'BBB';
     -- Senior notes 'BBB';
     -- PRIDES 'BBB'.

   AmerUs Capital I

     -- Trust-preferred 'BB+'.

   AmerUs Life Insurance Co.

     -- Surplus note 'BBB+';
     -- Insurer financial strength 'A'.

   Indianapolis Life Ins. Co

     -- Surplus note 'BBB+';
     -- Insurer financial strength 'A'.

   American Investors Life Insurance Co.

     -- Insurer financial strength 'A'.

   Bankers Life Insurance Co. of New York

     -- Insurer financial strength 'A'.


AMHERST TECH: Gets Court Nod to Extend Lease Decision Period
------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire extended Amherst Technologies, Inc., and
its debtor-affiliates' time to elect to assume, assume and assign,
or reject their unexpired non-residential real property leases
until the confirmation of a plan of reorganization.

As previously reported in the Troubled Company Reporter on
Sept. 2, 2005, the Debtors want their lease-decision period
extended until plan confirmation because they continue to operate
their businesses and need to occupy the buildings subject to the
leases.  The Debtors told the Bankruptcy Court that they expect to
remain in the lease locations until the end of their respective
lease terms.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class   
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


AMHERST TECH: Gets Court Nod to Use Cash Collateral & DIP Facility
------------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire gave Amherst Technologies, Inc., and its
debtor-affiliates authority, on an interim basis, to:

   -- access up to $3,175,000 of cash collateral securing
      repayment of prepetition obligations to IBM Credit LLC fka
      IBM Credit Corporation for the next four week; and

   -- enter into and draw on a Debtor-in-Possession financing
      facility.

The Debtors' indebtedness to IBM stems from a Term and Revolving
Credit Agreement under which the Debtors owe $39,365,735.56
including accrued interest, costs, expenses, and legal fees.  Of
this amount, $9,796,433 is owed under a Term Loan and
$29,569,302.56 is owed under a Revolving Credit Facility.  IBM
holds liens on substantially all the Debtor's assets, including
inventory and accounts receivable.

The Debtors received $2.7 million from a successful arbitration
proceeding with J.D. Edwards (American Arbitration Association
Case No. 77Y1330004503JRJ).  The Arbitration Proceeds are subject
to IBM's liens.

Even with the Arbitration Proceeds, the Debtors still need
additional cash and financing to sustain their business operations
and maintain their going concern value.  The Debtors have been
unable to secure financing that would be sufficient to refinance
the prepetition obligations with IBM.

Daniel W. Sklar, Esq., at Nixon Peabody LLP in Manchester, New
Hampshire tells the Court that IBM is willing to let the Debtors:

   -- use its cash collateral and the Arbitration Proceeds; and

   -- continue the Prepetition Credit Facility as a DIP Facility
      subject to the Ratification and Amendment Agreements.  

IBM will be given a superpriority administrative claim under
Section 364(c)(1) of the U.S. Bankruptcy Code and a valid
perfected security interests in all property of the estate,
subject to the professional fees carve-out.

                          DIP Facility

Under the terms of the DIP Facility:

   (a) all of the Debtors' accounts receivable will continue to be
       paid into a lockbox maintained at Eastern Bank;

   (b) fees include:

       -- an annual $50,000 Facility Fee payable in November 2005,

       -- a $50,000 Extension Fee, if the Facility is extended
          after March 15, 2006, and

       -- an $850 per diem, per person for a collateral audit;

   (c) no accrued interest on the Term Loan of the Prepetition
       Credit Facility;

   (d) there is no change in the current interest rate (prime
       less 1/4%);

   (e) the Debtors can use 85% of eligible accounts receivable and
       50% of qualified inventory

A full-text copy of Amherst's motion to use cash collateral
and approval of the DIP Facility is available for free at
http://ResearchArchives.com/t/s?1a7

Scott K. Rutsky, Esq., at Proskauer Rose LLP in Manhattan and
Joseph A. Foster, Esq., at McLane, Graf, Raulerson & Middleton,
P.A., in Manchester, New Hampshire represent IBM Credit LLC.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class   
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


ANDRIS PUKKE: Michael Kiefer Inks Settlement Pact with Maryland
---------------------------------------------------------------
Rachel Sams, writing for the Baltimore Business Journal, reports
that the Maryland Attorney General's office has reached a
settlement agreement with Michael Kiefer, former chief operating
officer of DebtWorks Inc.  

In 1999, Andris Pukke formed DebtWorks, Inc., to handle Debt
Management Programs for bankrupt credit counseling company
Ameridebt.  Ten other credit counseling agencies became clients of
Debtworks and were founded by people who are either connected to
Mr. Pukke or AmeriDebt.  Mr. Pukke and Ameridebt are involved in
litigation with the Federal Trade Commission over a host of
deceptive practices and trade violations.

Ms. Sams relates that Mr. Kiefer was charged with unfair and
deceptive trade practices through DebtWorks, including collecting
service fees for legal services he wasn't allowed to perform.  He
denied these allegations but agreed to settle the matter.

Under Debtwork's debt management program, a consumer makes monthly
payments to a credit counselor, who distributes payments to the
consumer's creditors.  DebtWorks was a for-profit company, and in
Maryland, only nonprofits can offer debt management plan services,
Ms. Sams relates.

The settlement with the State of Maryland requires Mr. Kiefer to
pay $220,000 which will be used to pay restitution to customers
who were harmed and another $15,000 for legal costs, Ms. Sams
reports.  The settlement also bars Kiefer from performing debt
management services for five years and limits the credit
counseling services he may provide to consumers.

                      About Ameridebt

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company.  The  
Company filed for chapter 11 protection on June 5, 2004 (Bankr.
D. Md. Case No. 04-23649).  Stephen W. Nichols, Esq., at
Deckelbaum Ogens & Raftery, Chartered, represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $8,387,748 in total assets and
$12,362,695 in total debts.

Headquartered in Newport Beach, California, Andris Pukke is the
founder of Ameridebt Inc.  He filed for chapter 11 protection on
July 11, 2005 (Bankr. C.D. Calif. Case No. 05-14811).  William N.
Lobel, Esq., at Irell & Manella LLP represents the Debtor.  When
he filed for protection from his creditors, Mr. Pukke listed $10
million to $50 million in assets and debts.


ASARCO LLC: Unions Want Management to Return to Negotiating Table
-----------------------------------------------------------------
The United Steelworkers called on the management of Asarco to
abandon its announced plan to hire replacement workers and to
return to the bargaining table and negotiate in good faith with
the unions.

"Asarco's management needs to stop waging war against its
employees and bargain new contracts with the unions.  The quickest
way for Asarco to restore production and return to profitability
is for the management to reach a fair agreement with the unions
representing its skilled and experienced workforce," said Terry
Bonds, USWA District 12 Director and the union's chief negotiator
with Asarco.

"The Company's announcement that it will hire temporary
replacement workers will simply waste its creditors' money and
increase costs," Bonds said.  "Asarco will likely have to pay more
to the replacement workers than it was paying its current
workforce before the strike.  Hiring replacements won't restore
production because of their unfamiliarity with these operations
and their maintenance requirements."

"We have repeatedly offered to bargain over ways to improve
productivity and output, but have been told by the management
bargaining committee for more than a year now, that ASARCO was not
interested," Bonds said.

On Aug. 31, the unions made a significant move to allow the
Company to reorganize and protect the operations and communities.  
The unions offered to return to work if the Company agreed to a
one-year extension of the prior contracts and provide assurances
that if the Company sold one of its operations, the buyers would
retain the employees and bargain new labor agreements.  The unions
also asked that the Company make legally required contributions to
the hourly pension plan, and restore the disability and health
care benefits for injured workers and retirees that it has cut
off.

Asarco's Chief Executive Officer, Daniel Tellechea, has portrayed
the proposal as a last minute demand by the Union that doesn't
affect workers.  "He's incorrect.  To the contrary, the USW has
negotiated successorship agreements with other employers that,
like Asarco, have been in bankruptcy as a means of giving our
members a protection in the event of a sale," Bonds said.

"If our members returned to work with only a one-year contract
with no wage or benefit improvements at a time of record copper
prices to save this company, they deserve a guarantee that Asarco
will not turn around and sell one or more of the properties to a
buyer that would purchase the assets but refuse to hire the
workers or accept the contract," Bonds said.

The unions filed several charges with the National Labor Relations
Board contending that Asarco has bargained in bad faith and
attempted to coerce its employees.  The regional office of the
NLRB is currently evaluating the Unions' charges.

If the NLRB finds that the company has violated federal labor law,
workers engaged in a strike over an employer's unfair labor
practices are protected from permanent replacement.  Further, in
the event the unions calls off the strike and offer to return to
work, the employer must allow former strikers to return to work or
expose it to potential back pay liability.

Approximately 1,450 employees have been on an unfair labor
practice strike against Asarco since July 5, 2005.  Contracts
covering approximately 750 hourly employees expired on July 1,
2004, between Asarco and Unions at the Company's facilities in
Amarillo, Texas; Hayden, Arizona; Sahuarita, Arizona (Mission
mine) and Marana, Arizona (Silver Bell mine).  The labor agreement
between Asarco and Unions covering approximately 700 hourly
employees at the Company's Ray copper mine expired on July 1,
2005.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.


ASARCO LLC: Wants to Employ Ordinary Course Professionals
---------------------------------------------------------
Before the Petition Date, ASARCO LLC and its debtor-affiliates
employed various professionals in the ordinary course of business
to render services relating to the numerous issues that arose in
their normal business affairs unrelated to the Reorganization
Cases.  The Debtors continue to require the services of the
Ordinary Course Professionals after the Petition Date.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ the Ordinary
Course Professionals to provide services on terms substantially
similar to those in effect before the Debtors' bankruptcy filings,
without the need to file individual retention applications for
each professional.  

James R. Prince, Esq., at Baker Botts, LLP, Dallas, Texas, tells
the Court that it would severely hinder the administration of the
Debtors' estates if they were required to:

   (1) submit to the Court an application, affidavit and proposed
       retention order for each Ordinary Course Professional;

   (2) wait until the order is approved before the Ordinary
       Course Professional continues to render services; and

   (3) withhold payment of the normal fees and expenses of the
       Ordinary Course Professionals until the Professionals
       comply with the compensation and reimbursement procedures
       applicable to Chapter 11 professionals.

Mr. Prince further informs the Court that requiring the Ordinary
Course Professionals to file employment pleadings and participate
in the fee application process would unnecessarily burden the
Clerk's office, the Court, and the U.S. Trustee, while adding to
the administrative costs of the case.

Moreover, the Debtors seek authorization to supplement their list
of professionals from time to time as necessary.  The Debtors
propose to file the supplemental lists with the Court and to
serve the lists on the Office of the U.S. Trustee and to counsel
for any statutory creditors' committee appointed in the Debtors'
cases.

If no objections are filed to a supplemental list within 10 days
after service of the list, then the retention of the
professionals set forth thereon will be deemed approved.

The filing of the Debtors' voluntary petitions stayed the
commencement or continuation of any action or proceeding against
the Debtors.  Many of the Ordinary Course Professionals include
attorneys previously retained to represent the Debtors in the
stayed litigation.  In the event that the automatic stay is
lifted with regard to any or all of these actions, the Debtors
seek authority to employ these professionals in the ordinary
course of business.

The Debtors also propose to pay the Ordinary Course Professionals
without the need for formal application to the Court, provided
that the fees and disbursements do not exceed an average of
$20,000, per month per professional.  The Debtors propose to pay
each professional 100% of its interim fees and disbursements upon
the submission of an appropriate invoice detailing the services
rendered.

The Debtors further propose that the monthly allowances for fees
be done on a "rolling" basis.  Specifically, when any fees are
less than the monthly allowance in any month, the remainder of
the monthly allowance will be made available for compensation in
the following month, in addition to the $20,000 allowance for
that month.

Conversely, if any professional's fees exceed the monthly
allowance, the remaining balance will be added to the fees for
the following month.  Thus, if a professional's fees in the first
month total $15,000, the professional would be paid 100% of its
fees, and the additional $5,000 would be "rolled over" to the
second month, for a potential payment of $25,000, in the second
month.  If, during the second month, the fees total $30,000, the
professional would be paid $25,000, and the remaining $5,000
balance would be "rolled over" and added to the professional's
fees tier the third month.

To become entitled to receive compensation and reimbursement
amounts in excess of such monthly allowance, the Ordinary Course
Professionals need to submit monthly statements and file interim
and final fee applications, although no additional retention
applications will be needed to obtain compensation and
reimbursement.  The statements and applications would apply to
the entire amount of fees and expenses, not simply to the amount
that exceeds the dollar limitations.

The Debtors also ask the Court to authorize the Ordinary Course
Professionals that have prepetition retainers to apply the
retainer to their outstanding prepetition fees and expenses, upon
the Debtors' approval.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASPEON INC: Employs Larry O'Donnell as New Independent Accountant
-----------------------------------------------------------------
Aspeon Inc. has engaged Larry O'Donnell, CPA, P.C., as its
independent registered public accountant for the fiscal year ended
June 30, 2004.  The Board of Directors approved this decision in a
meeting on September 12, 2005.

BDO Seidman, LLP was retained as the Company's independent
registered public accountant on March 19, 2001.  However, due to
an ongoing dispute between the Company's and the Company's
previous independent registered public accountant,
PricewaterhouseCoopers, LLP, BDO Seidman, LLP was never able to
gain access to PricewaterhouseCoopers, LLP's work papers for the
prior year audit (the financial year ended June 30, 2000) and
consequently never completed an audit of the Company's financial
statements for the year ending June 30, 2001.  BDO Seidman, LLP,
ceased to act as the Company's independent registered public
accountant effective December 31, 2001.  BDO Seidman, LLP never
issued an opinion on any of the Company's financial statements.

David J. Cutler, Aspeon, Inc.'s President informed the Securities
and Exchange Commission that during the period, March 2001 through
December 2001, in which BDO Seidman, LLP, acted as the Company's
independent registered public accountant, there were no
disagreements with BDO Seidman, LLP on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope and procedure.  Further, there were no reportable
events during that period of time.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in its Nov. 3, 2000, auditor's report
on the Company's annual report for the fiscal year ending June 30,
2000, said there's substantial doubt on the Company's ability to
continue as a going concern points to:

   * significant losses during the year ended June 30, 2000; and
   * negative cash flows from operations since its inception.

In the Company's latest financial report for the quarter ending
Sept. 30, 2000, the Company's management echoed PwC's concerns.

Aspeon is a leading manufacturer and provider of point-of-sale
systems, services and enterprise technology solutions for
the retail and foodservice markets.


AVENUE GROUP: Posts $1.6 Million Net Loss for Qtr. Ended June 30
----------------------------------------------------------------
Avenue Group Inc. delivered its quarterly report on Form 10-QSB
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on Sept. 1, 2005.  

For the three months ended June 30, 2005, the Company reported a
$1,647,375 net loss compared with a net loss of $2,154,554 for the
same period last year.  The Company also reported a net loss of
$2,132,481 and a negative cash flow from operations of $749,826
for the six months ended June 30, 2005.  As of June 30, 2005, the
Company had an accumulated deficit of $26,344,706 and a working
capital deficiency of $608,950 as of June 30, 2005.

As of June 30, 2005, the Company had cash of $161,043.  In
addition to cash, a portion of its assets consists of its
investments in ROO and Langley, both of which are highly volatile  
and thinly traded equity securities.  Most of the Company's
working capital during 2005 to date has been generated through the
sale of Langley shares.  If the Company is unable to continue to
generate cash through the sale of either, or both, of these
securities its ability to operate may be materially and adversely
affected.

During the next twelve months, the Company's business plan
contemplates that it further develop its oil and gas activities.
In order to participate in the proposed drilling programs at its
other leases in Turkey and to fund corporate overhead expenses, it
will require at least approximately an additional $7 million
during the next twelve months.  To date the Company has been
dependent on the proceeds of private placements of its debt and
equity securities and other financings in order to implement its
operations.

Management plans to rely on the proceeds from new debt or equity
financing and the sale of shares held by it to finance its ongoing
operations.  During 2005, management intends to continue to seek
additional capital in order to meet cash flow and working capital.
There is no assurance that the Company will be successful in
achieving any such financing or raise sufficient capital to fund
itsr operations and further development.  There can be no
assurance that any such financing will be available to it on
commercially reasonable terms, if at all.  If unsuccessful in
sourcing significant additional capital in the near future,
management indicates that the Company will be required to
significantly curtail, or cease, ongoing operations and consider
alternatives that would have a material adverse affect on its
business, results of operations and financial condition.  In such
event the Company may need to relinquish most, if not all, of its
ongoing oil and gas rights and licenses.

A full-text copy of Avenue Group Inc.'s latest quarterly report is
available at no charge at http://ResearchArchives.com/t/s?1a2

Avenue Group, Inc. is engaged in oil and gas exploration and
development businesses through interests in its operating
subsidiary, Avenue Energy, Inc.  In addition, the Company has an
interest in the e-commerce and digital media business through its
17% equity interest, as of June 8, 2005, in ROO Media Corporation,
and through its 50.1% equity interest, as of June 8, 2005, in
Stampville.com, Inc.

                           *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 22, 2005,
Weinberg & Company, P.A., expressed substantial doubt about Avenue
Group Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing points to the Company's net loss,
negative cash flow, accumulated deficit and working capital
deficit.


BALLY TOTAL: Expects to File Financial Statements by Nov. 30
------------------------------------------------------------
Bally Total Fitness (NYSE: BFT) expects to complete its multi-year
audit and file its financial statements by Nov. 30, 2005.  On
Aug. 31, 2005, the Company received consent from noteholders and
lenders to extend the filing waivers under its public indentures
until Nov. 30, 2005.

"We've been moving aggressively to address the issues of the past,
complete our audit and resume complete and transparent
communications with our investors," said Bally Chairman and CEO
Paul Toback.  "As a result, we expect to be able to file our
financial statements by November 30, 2005.  We look forward to the
opportunity to engage in a comprehensive discussion with our all
our investors about our progress and our path forward.  As our
investors are well aware, we have been devoting substantial
resources over the past year to resuming a normal reporting
schedule, including scheduling an annual shareholders' meeting at
the earliest possible date that allows for a productive and open
dialogue."

Based on this filing timeframe, the Company expects to notice and
hold an annual meeting of shareholders in mid-to-late January
2006.

Bally Total Fitness is the largest and only nationwide commercial  
operator of fitness centers, with approximately four million  
members and 440 facilities located in 29 states, Mexico, Canada,  
Korea, China and the Caribbean under the Bally Total Fitness(R),  
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally  
Sports Clubs(R) and Sports Clubs of Canada(R) brands.  With an  
estimated 150 million annual visits to its clubs, Bally offers a  
unique platform for distribution of a wide range of products and  
services targeted to active, fitness-conscious adult consumers.  

                        *     *     *  

As reported in the Troubled Company Reporter on Aug. 11, 2005,  
Moody's Investors Service affirmed the Caa1 corporate family  
(formerly senior implied) rating and debt ratings of Bally Total  
Fitness Holding Corporation.  The affirmation reflects continued  
high risk of default and Moody's estimate of recovery values of  
the various classes of debt in a default scenario.  The ratings  
outlook remains negative.  

Moody's affirmed these ratings:  

   * $175 million senior secured term loan B facility due 2009,  
     rated B3  

   * $100 million senior secured revolving credit facility  
     due 2008, rated B3  

   * $235 million 10.5% senior unsecured notes (guaranteed)  
     due 2011, rated Caa1  

   * $300 million 9.875% senior subordinated notes due 2007,  
     rated Ca  

   * Corporate family rating, rated Caa1


BALLY TOTAL: Selling Crunch Fitness Unit for $45 Million in Cash
----------------------------------------------------------------
Bally Total Fitness (NYSE: BFT) entered into an agreement to sell
its Crunch Fitness division for $45 million in cash to Marc
Tascher in partnership with the private equity group of Angelo,
Gordon & Co.

The clubs being sold include all of Bally's 21 Crunch locations,
which are located in New York, Chicago, Los Angeles, Atlanta,
Miami and San Francisco, as well as Bally's two Gorilla Sports
clubs in San Francisco and two of Bally's Pinnacle Fitness clubs
in San Francisco.  The transaction is subject to customary closing
conditions and is expected to close by the end of the fourth
quarter of 2005.

                      Turnaround Plan

The Crunch and Gorilla Sports sale is one of the key steps in
management's turnaround plan for Bally Total Fitness.  The plan
includes reduction of debt as well as divestiture of non-core
assets in order to focus the Company's resources on its primary
business of providing total fitness products and services to
middle market consumers on a national basis.  Most of the net
proceeds of the sale will be used to reduce the $175 million term
loan component of Bally's senior secured credit facility.

"Although Crunch is a prestigious brand with great potential, its
high-end positioning is not consistent with our core strategy,
which emphasizes strategic growth of the Bally brand and heavily
focuses on the middle-market demographic," said Paul Toback,
Chairman and CEO of Bally Total Fitness.  "When Bally acquired
Crunch, our company was focused on acquisitions as the way to
drive growth.  While Bally added value, capital and new clubs to
Crunch during our period of ownership, Crunch now needs a partner
willing to commit growth capital to allow it to achieve its full
potential.  Our capital needs to be directed towards the Bally
branded clubs and debt reduction."

"We are excited about working with the strong Crunch team of
dedicated employees to take the brand to the next level," said
Marc Tascher, who will become CEO of Crunch.  "We intend to build
upon the strong foundation that is already in place, including
improved operational infrastructure, great people, dynamic
programming, superior locations and a loyal membership base."

Bally acquired 19 Crunch clubs in 2001 for approximately
$20 million in cash and nearly 3 million shares of common stock.  
Bally acquired Gorilla Sports as part of its acquisition of
Pinnacle Fitness in 1998.

Bally Total Fitness is the largest and only nationwide commercial  
operator of fitness centers, with approximately four million  
members and 440 facilities located in 29 states, Mexico, Canada,  
Korea, China and the Caribbean under the Bally Total Fitness(R),  
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally  
Sports Clubs(R) and Sports Clubs of Canada(R) brands.  With an  
estimated 150 million annual visits to its clubs, Bally offers a  
unique platform for distribution of a wide range of products and  
services targeted to active, fitness-conscious adult consumers.  

                        *     *     *  

As reported in the Troubled Company Reporter on Aug. 11, 2005,  
Moody's Investors Service affirmed the Caa1 corporate family  
(formerly senior implied) rating and debt ratings of Bally Total  
Fitness Holding Corporation.  The affirmation reflects continued  
high risk of default and Moody's estimate of recovery values of  
the various classes of debt in a default scenario.  The ratings  
outlook remains negative.  

Moody's affirmed these ratings:  

   * $175 million senior secured term loan B facility due 2009,  
     rated B3  

   * $100 million senior secured revolving credit facility  
     due 2008, rated B3  

   * $235 million 10.5% senior unsecured notes (guaranteed)  
     due 2011, rated Caa1  

   * $300 million 9.875% senior subordinated notes due 2007,  
     rated Ca  

   * Corporate family rating, rated Caa1


BELDEN & BLAKE: EnerVest Funds May Not Give Additional Capital
--------------------------------------------------------------
Belden & Blake Corporation filed a post merger update with the
Securities and Exchange Commission.  

As reported in the Troubled Company Reporter on Aug. 25, 2005, the
former partners of the Company's direct parent, Capital C Energy
Operations, L.P., completed the sale of all of the partnership
interests in Capital C to certain institutional funds managed by
EnerVest Management Partners, Ltd., a Houston-based privately held
oil and gas operator and institutional funds manager.  
The sale resulted in a change in control of the Company.  

During the first six months of 2005, the Company invested
approximately $13.0 million, including dry hole expense, on
drilling activities and other capital expenditures.  In the first
six months of 2005, the Company drilled 58 gross (55.8 net)
development wells, all of which have been successfully completed
as producers in the target formation.  For all of 2005 the Company
expects to drill approximately 130 development wells in the
Appalachian and Michigan Basins, consisting of 35 gross wells in
the Medina formation, 35 gross wells in the Clarendon formation
and 9 gross wells in the Coalbed Methane formation in
Pennsylvania, 20 gross wells in the Clinton formation in Ohio; and
31 gross wells to the Antrim Shale formation in Michigan.  The
Company also drilled 2 gross wells in the Trenton Black River
formation in Ohio.  The Company currently expects to spend
approximately $34 million during 2005 on drilling activities,
including exploratory dry hole expense, and other capital
expenditures.  This will be financed through cash on hand,
available cash flow, available revolving credit facility, and
proceeds from the sale of non-strategic assets.  The Company
had previously planned to incur total capital expenditures of
$36 million which includes drilling 142 wells during 2005 and
other capital expenditures.  The downward revision in the number
of wells expected to be drilled reflect a reduction of 7 wells in
the Coalbed Methane properties and 3 wells in the Antrim Shale
formation in Michigan.

As previously disclosed in its Securities & Exchange Commission
reports, the Company has hedged a substantial portion of its
production with J. Aron & Co.  As of August 31, 2005, the
estimated termination value of the hedge with J. Aron was a
negative $296 million to the Company.  Hedged volumes for the
remainder of 2005 represent approximately 82% of current
production levels.  Actual percentages of future production hedged
will depend upon numerous factors, including the success of the
Company's exploration and development drilling activities.  The
average NYMEX-based hedge prices for the second half of 2005 are
$4.51 per Mmbtu of natural gas and $33.52 per barrel of oil
compared to NYMEX-based market prices for the remainder of 2005 as
of September 15, 2005 of $11.89 per Mmbtu of natural gas and
$66.02 per barrel of oil, respectively.  The average NYMEX-based
hedged prices for 2006 are $5.50 per Mmbtu of natural gas and
$32.20 per Bbl of oil.  Obligations under the hedge agreement with
J. Aron are secured by liens on substantially all of the assets of
the Company and its subsidiaries, which liens rank pari passu with
the liens securing the Company's 8.75% Senior Secured Notes due
2012, and junior to the liens securing indebtedness under the
Company's revolving credit facility.

As of September 15, 2005, the Company had $57 million outstanding
under its amended and restated revolving credit facility, and had
issued $41.2 million in letters of credit, including a $40 million
letter of credit as additional security for the J. Aron hedge.  
The Company will increase its borrowings under the credit facility
in 2005 in the event that any of the holders of the Notes accept
the change of control offer made by the Company on August 26, 2005
which expires on September 26, 2005, unless extended by the
Company.

                    EnerVest Funds Invesments

In addition to its acquisition of 100% of the equity of the
Company through its acquisition of Capital C, the EnerVest Funds
made a $34 million investment in the Company, $25 million of
which was subordinated indebtedness bearing interest at 10% and
$9 million, which was a capital contribution.  The investment was
made partially as a capital contribution because the Company did
not satisfy the fixed charge coverage ratio in the Indenture for
the Notes.  If any Notes are tendered pursuant to the current
outstanding change of control offer, the Company expects to borrow
approximately 70% of the purchase price of the Notes under its
amended and restated credit facility and borrow approximately 30%
of the purchase price from EnerVest on a subordinated basis
bearing interest at a rate commensurate with market conditions at
such time.

The EnerVest Funds do not anticipate providing any additional
capital to the Company.

EnerVest has advised the Company that it endeavors to achieve a
high rate of return on its investments.  Consistent with that
investment goal, the Company anticipates that it will make
dividends to the EnerVest Funds of cash flows not necessary to
meet its operating and capital requirements, consistent with the
terms of the various agreements governing payment of dividends,
including the Indenture.

The Company is currently preparing its acquisition date balance
sheet, which will be required for future financial filings.  The
balance sheet will reflect certain purchase accounting entries as
required pursuant to generally accepted accounting principles.
Certain balance sheet and other financial information are
summarized:

   * Recording a liability for the fair market value of the hedge
     obligation to J. Aron of approximately $258 million at
     August 16, 2005 (date of the acquisition by the EnerVest
     Funds).

   * Subordinated note payable to the EnerVest Funds of
     $25 million, bearing interest at 10% per annum.

   * The Company expects to record a material amount of goodwill
     in connection with the acquisition by the EnerVest Funds.  
     The goodwill represents the acquisition purchase price in
     excess of the fair market value of the identifiable net
     assets.

Belden & Blake engages in the exploitation, development,
production, operation and acquisition of oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  Belden &
Blake is a subsidiary of Capital C Energy Operations, LP, an
affiliate of Carlyle/Riverstone Global Energy and Power
Fund II, L.P.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.  The downgrade, which concludes Moody's
review that commenced on December 28, 2004, is a result of Moody's
review of the company's 10-K which confirmed the credit
deterioration through a combination of:

   * a greater than expected reserve revision;

   * poor capital productivity evidenced by drillbit F&D of
     $62.23/boe (excluding revisions) and only replacing 15% of
     production through extensions and discoveries;

   * very high leverage on the proved developed (PD) reserves of
     $7.64/boe;

   * B&B's very high full cycle costs that are unsustainable long-
     term;  and

   * the free cash flow drain from currently out-of-the-money
     hedging that could otherwise be used for debt repayment or
     reinvestment.

The notes are notched down from the senior implied rating due a
combination of:

   * asset deterioration which impacts the coverage for the
     bondholders;

   * the increased use of the credit facilities (including L/C's)
     to support underwater hedging; and

   * the carveouts in the indenture that could permit additional
     secured debt to be layered in ahead of the notes.


BLYTH INC: S&P Lowers Corporate Credit Rating to BB+ from BBB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Blyth
Inc., including its corporate credit rating to 'BB+' from 'BBB-'.
     
These ratings remain on Creditwatch with negative implications,
where they were placed August 25, 2005, following weaker-than-
expected performance for the second fiscal quarter ended July 31,
2005.  CreditWatch with negative implications means that the
ratings could be affirmed or lowered following the completion of
Standard & Poor's review.
     
The downgrade follows the company's announcement that its Board
has unanimously approved a tax-free spin-off of its Wholesale
Group to Blyth shareholders.  The Wholesale Group contributed
sales and operating income of $657 million and $30.7 million,
respectively, during the fiscal year ended January 31, 2005,
representing a 4.7% operating margin.
      
"While the spin-off of the lower-margin Wholesale Group should
improve Blyth's operating margins, the remaining company will be
much smaller with significantly reduced channel diversity and a
speculative-grade business risk profile," said Standard & Poor's
credit analyst David Kang.  

Blyth will be narrowly focused, primarily engaged in direct
selling, to which Standard & Poor's assigns a high degree of risk
given the direct selling model's vulnerability to:
     
   -- Changes in incentives for its sales personnel;
   -- Slight disruptions in the fulfillment of orders;
   -- Training and experience level of the displayers; and
   -- Competition for the recruitment of experienced personnel.
     
Furthermore, the company's U.S. Partylite division has experienced
significant declines in sales and profitability during the first
half of its fiscal year ending January 2006, and Standard & Poor's
remains concerned about the company's prospects for improving
these operations.
     
Standard & Poor's will continue to monitor the company's
performance during its upcoming key selling season.  A continued
material decline in the company's U.S. PartyLite business could
lead to a one-notch downgrade in the near term.


BOOKHAM INC: Ernst & Young Raises Going Concern Doubt in Form 10-K
------------------------------------------------------------------
Ernst & Young LLP expressed substantial doubt about Bookham,
Inc.'s ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
July 2, 2005.

Ernst & Young states that the Company needs additional funding
through external sources prior to December 2005 in order to
maintain sufficient financial resources to continue operating its
business.  

Depending on the amount of additional funding secured prior to
December 2005, Ernst & Young says the Company will also need to
raise enough funds before June 2006 in order to maintain a cash
balance of at least $25 million in order to comply with the loan
note covenants in connection with its acquisition of Nortel
Network's optical components business.

Based on its cash balances and its cash flow forecasts, and given
its continuing losses, the Company estimates it will need to raise
between $20 and $30 million prior to December 2005 in order to
maintain its planned level of operations.  The Company further
estimates that it will need to raise between $50 million and $60
million on a cumulative basis between Sept. 2005 and Aug. 2006 in
order to comply with the $25 million minimum cash balance required
by the terms of the notes held by Nortel Networks.

If the Company is unable to maintain this cash balance after
August 2006, it will be in default under the promissory notes.
Beyond this, the Company will need to raise additional funds to
repay the notes issued to Nortel Networks in the aggregate
principal amounts of  $25.9 million and $20 million that will be
due and payable in Nov. 2006 and 2007, respectively, and to repay,
if still outstanding, $25.5 million principal amount of its 7%
convertible debentures due in Dec. 2007.

The Company also anticipates that its revenue from Nortel Networks
will decrease beginning in the quarter ending Dec. 31, 2005 and
remain flat, or decline, for at least several quarters thereafter.  
Nortel Networks has been the Company's largest customer over the
past three fiscal years, and accounted for 45% of its revenue for
the fiscal year ended July 2, 2005.

In its Form 10-K for the for the fiscal year ended July 2, 2005,
submitted with the U.S. Securities and Exchange Commission, the
Company reported a 27% increase in revenues as compared to the
twelve months ended July 3, 2004.  The increase was primarily due
to the inclusion of a full year of revenue from New Focus and
Onetta, which the Company acquired during the twelve months ended
July 3, 2004.  Revenues from products and services acquired as
part of these acquisitions were $30.4 million for the year ended
July 2, 2005 compared to $8.7 million in revenues for the twelve
months ended July 3, 2004, which included only approximately three
months of revenues from New Focus and one month of revenues from
Onetta.  In addition, sales of products and services to customers
other than Nortel Networks and Marconi increased to $88.9 million
in fiscal 2005 from $52.2 million in the twelve months ended July
3, 2004.

As of July 2, 2005, the Company held $24.9 million in cash and
cash equivalents (excluding restricted cash of $7.4 million),
which represents its source of cash for funding operations for the
immediate future.  The Company does not have any bank lending
facilities, borrowings or lines of credit, except for the secured
notes in the current aggregate principal amount of $45.9 million
issued to Nortel Networks and the 7.0% senior unsecured
convertible debentures issued in a private placement on December
20, 2004.

                            Asset Sale

The Company announced on Sept. 13, 2005, that it has completed the
sale of vacant land located in Wiltshire, United Kingdom, to
Abbeymeads LLP for approximately $15.5 million.  

The transaction is part of the Company's plan to secure financing
for its operations, says Dr. Giorgio Anania, the Company's
president and chief executive officer.  Dr. Anania adds that the
proceeds from this land sale will strengthen the Company's balance
sheet and provide additional working capital.

Bookham's annual report for the fiscal year ended July 2, 2005, is
available for free at http://researcharchives.com/t/s?1a1

Bookham, Inc. -- http://www.bookham.com/-- designs, manufactures  
and markets optical components, modules and subsystems that
generate, detect, amplify, combine and separate light signals
principally for use in high-performance fiber optics
communications networks.


BOOKS-A-MILLION: Internal Control Review Delays Financial Reports
-----------------------------------------------------------------
Books-A-Million, Inc. (Nasdaq/NM:BAMM) will not file its Form 10-Q
for the quarter ended July 30, 2005, by the required filing date.  
The filing is being delayed as a result of management's ongoing
evaluation of the Company's internal control over financial
reporting for the second quarter 2005.

During the course of its evaluation, management identified certain
material weaknesses and is working expeditiously to finalize its
evaluation of internal control over financial reporting in order
to file the Form 10-Q for the second quarter.

                   Financial Restatements

Following an evaluation over its internal control over financial
reporting and consultation with its Audit Committee and its
auditors, the Company decided to restate its financial statements
for the period ended Jan. 31, 2004, and for the first three
quarters of fiscal 2005 and to file a Form 10-K/A amending its
Annual Report on Form 10-K for the fiscal year ended Jan. 31,
2004, with restated consolidated financial statements and Forms
10-Q/A amending its interim condensed consolidated financial
statements for the first three quarters of fiscal 2005.

                Liquidity & Capital Resources

The Company's primary sources of liquidity are cash flows from
operations, including credit terms from vendors, and borrowings
under its credit facility.  The Company has an unsecured revolving
credit facility that allows borrowings up to $100 million, for
which no principal repayments are due until the facility expires
in July 2007.  The credit facility has certain financial and
non-financial covenants, the most restrictive of which is the
maintenance of a minimum fixed charge coverage ratio.

As of April 30, 2005, $11.8 million was outstanding under this
credit facility.  The maximum and average outstanding balances
during the thirteen weeks ended April 30, 2005, were
$19.3 million, compared to $33.2 million for the same period in
the prior year.  The decrease in the maximum and average
outstanding balances from the prior year was due to the pay down
of debt during fiscal 2005 with cash provided by operating
activities.  The outstanding borrowings as of April 30, 2005, had
interest rates ranging from 3.89% to 4.70%.

Additionally, as of April 30, 2005, the Company has outstanding
borrowings under an industrial revenue bond totaling $7.5 million,
which is secured by a certain property.

                  Earnings Guidance Lowered

On Sept. 9, 2005, the Company lowered earnings guidance previously
issued for the third quarter and fiscal 2006 full year to reflect
the expected impact of reduced sales resulting from Hurricane
Katrina that affected the southeastern United States.  The Company
reaffirms the revised guidance issued on Sept. 9, 2005.

Books-A-Million -- http://www.booksamillion.com/-- presently  
operates 207 stores in 19 states and the District of Columbia.  
The Company operates four distinct store formats, including large
superstores operating under the names Books-A-Million and Books &
Co., traditional bookstores operating under the names Books-A-
Million and Bookland, and Joe Muggs Newsstands.  The Company's
wholesale operations include American Wholesale Book Company and
Book$mart, both based in Florence, Alabama.


CALPINE CORP: CCFC Preferred Unit Selling $400MM Preferred Shares
-----------------------------------------------------------------
Calpine Corporation's  [NYSE: CPN] indirect subsidiary, CCFC
Preferred Holdings, LLC, intends to commence a private placement
of Redeemable Preferred Shares due 2011.  Proceeds from the
offering of the Redeemable Preferred Shares, which are expected to
be $400 million, will ultimately be used as permitted by Calpine's
existing bond indentures.

The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, as amended, and may not be offered in the
United States or any state absent registration or an applicable
exemption from registration requirements.  The Redeemable
Preferred Shares will be offered in a private placement in the
United States under Section 4(2) and Regulation D under the
Securities Act of 1933.

Calpine Corporation -- http://www.calpine.com/-- supplies      
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CAMP WOOD: Files Schedules of Assets and Liabilities
----------------------------------------------------
The City of Camp Wood, Texas, delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Western
District of Texas, disclosing:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 $2,234,500
   B. Personal Property             $2,505,514
   C. Property Claimed
      As Exempt
   D. Creditor Holding                              $3,900,000
      Secured Claim                
   E. Creditors Holding Unsecured                     $148,563
      Priority Claims
   F. Creditors Holding Unsecured                     $124,820
      Nonpriority Claims           
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                    ----------      ----------
      Total                         $4,740,014      $4,173,383

THe City of Camp Wood, Texas filed for chapter 9 protection on
Aug. 5, 2005 (Bankr. W.D. Tex. Case No. 05-54480).  R. Glen Ayers,
Jr., Esq., at Langley & Banack, Inc., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts of $100,000 to $10 million.


CATHOLIC CHURCH: Six Claimants Out of Mediation Talks in Tucson
---------------------------------------------------------------
Six tort claimants who were sexually assaulted by Fr. Remy Rudin
ask the U.S. Bankruptcy Court for the District of Oregon to
relieve them from further participation in the Accelerated Claims
Resolution Process.

The Claimants, identified by initials S.D., G.M., K.N., J.R.,
M.S., and J.W., are plaintiffs in a tort suit pending in the
Circuit Court for Multnomah County in Oregon, captioned F.B. et
al. v. Franciscan Friars et al., Case No. 0409-09193.

The Claimants allege they were assaulted by Fr. Rudin while
incarcerated at the MacLaren School for Boys.

Erin K. Olson, Esq., at David Slader Trial Lawyers, P.C., in
Portland, Oregon, contends that mediation of the Claimants' cases
would be harmful and futile.

Ms. Olson says the Claimants do not want to pay litigation and
travel costs for proceedings that are not reasonably likely to
advance their cases.  The Claimants also want to continue
litigation of their claims in trial court.

Ms. Olson points out that the scheduled six-week mediations are
now in their fourth week.  The cases of F.B. and K.L. -- two other
victims of Fr. Rudin who filed claims for sexual abuse damages --
were mediated during the second week.  To date, however, Portland,
the Franciscan Friars of Oregon and
California, or the State of Oregon, has not yet tendered good
settlement offers.

                    Franciscan Friars Object

On behalf of the Franciscan Friars, Richard J. Whittemore, Esq.,
at Bullivant Houser Bailey PC, in Seattle, Washington, contends
that in bringing their request to the Court, the Claimants
violated the confidentiality provisions of the mediation protocols
adopted by the Bankruptcy Court and agreed to by the parties as a
condition of mediation.

The Franciscan Friars cannot respond substantively to the
allegations without themselves violating the mediation procedures
and protocols, Mr. Whittemore says.

Accordingly, the Franciscan Friars ask Judge Perris to deny the
request.  They also ask the Court to reserve the issues raised by
the Claimants for in-camera review to protect the integrity and
confidentiality of the mediation process.  The Franciscan Friars
propose that the issues be resolved in-camera with the assistance
of the assigned mediators.

The Franciscan Friars appeared on behalf of itself and all
defendants in the "Rudin Tort Case" including Portland, Mount
Angel Abbey and the State of Oregon.

The Franciscan Friars promise to appear and participate in good
faith in the remaining mediations until otherwise ordered by the
Court.
                      Claimants Talk Back

The Claimants ask the Franciscan Friars to identify the
confidentiality provisions they allegedly violated.

Ms. Olson points out that the Court has declared the mediation
mandatory.  Accordingly, the Claimants cannot be excused from
participation in the mediation without the Bankruptcy Court's
permission.  Moreover, the Claimants' claims are the subject of
proofs of claim filed in the Bankruptcy Court.

To the extent that information subject to the confidentiality
provision of the ACRP Order or the Mediation Protocol is necessary
for a judicial resolution of their request, the
Claimants have no objection to an in-camera hearing.  Nor do the
Claimants object to the mediator's input concerning the futility
of further mediations in the case, Ms. Olson says.

Thomas E. Cooney, Esq., at Cooney & Crew, LLP, in Lake Oswego,
Oregon, notes that to the extent the Rudin Claimants' request for
relief from further participation in the Accelerated Claims
Resolution Process is applicable to Father Michael Sprauer, Fr.
Sprauer adopts and joins in the objection filed by the Franciscan
Friars of Oregon and California, and the other defendants.

                          *     *     *

The U.S. Bankruptcy Court for the District of Oregon gives the
mediators authority to excuse the attendance of the six Rudin
Claimants from the ACRP.  Judge Perris also orders the sealing of
the request filed by the Rudin Claimants.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CD INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CD Industries, Inc.
        984 Route 166, Suite 2
        Toms River, New Jersey 08753

Bankruptcy Case No.: 05-40600

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: September 19, 2005

Court: District of New Jersey (Trenton)

Debtor's Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Park East
                  2520 Hwy 35, Suite 303
                  Manasquan, New Jersey 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303

Total Assets: $126,217

Total Debts:  $786,236

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Warshauer Electric               Goods & Services       $310,509
c/o Nord and DeMaio
190 Highway 18, Suite 201
East Brunswick, NJ 08816

Billows Electric Company         Goods & Services        $73,532
P.O. Box 828404
Philadelphia, PA 19182-8404

Wells Fargo                      Credit Card Purchases   $48,310
P.O. BOX 6426
Carol Stream, IL 60197-6426

David R. Bell                    Officer Loan            $40,000
601 Bayside Avenue
Beachwood, NJ 08722

Cooper Electric Supply           Goods & Services        $38,065

Advanta Business Card            Credit Card Purchases   $25,610

Main Access Systems              Goods & Services        $24,600

Alliance Benefit Group           Employee Pension        $24,431
                                 Contribution

Advanta Business Card            Credit Card Purchases   $21,436

American Express                 Credit Line             $17,654

Platinum Plus for Business       Credit Card Purchases   $14,373

Alliance Benefit Group           Employee Pension        $13,604
                                 Contribution

Wachovia Bank                                            $11,904

Systems Sales Corp.              Goods & Services        $10,564

Liberty Insurance Associates     W/C & Liab Insurance    $10,304
                                 Premium

Pro-Tec Systems                  Goods & Services         $9,500

First National Bank of Omaha     Credit Card Purchases    $7,907

Mazur, Kreighbaum & Higgins      Accounting Services      $6,490

Simplex-Grinnell                 Goods & Services         $6,334

Aetna                            Health Insurance         $6,323
                                 Premium


CENTENNIAL COMMS: Taps Lehman Brothers for Financial Advice
-----------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) engaged Lehman
Brothers and Evercore Partners as financial advisors to assist the
Company in evaluating a range of possible strategic and financial
alternatives.  The company says it may or may not follow any
advice Lehman might provide.  

The Company has begun sounding out potential buyers with a deal
that could fetch as much as $1.5 billion, Dennis Berman of The
Wall Street Journal relates.  Citing unnamed sources, Mr. Berman
reports that Centennial may sell its businesses separately since
its Caribbean wireless assets would fetch higher valuations than
the rest of the company.

                  Financial Restatements

As reported in the Troubled Company Reporter on Aug. 5, 2005, the
Company said it will restate its financial statements for the
three and nine months ended Feb. 28, 2005, to correct an error in
the amount of deferred income taxes included in the calculation of
the gain on disposition of the Company's previously owned cable
television subsidiary, Centennial Puerto Rico Cable TV Corp.  
Centennial Cable was sold on Dec. 28, 2004 and the disposition was
accounted for as a discontinued operation.

The correction of this error will result in non-cash adjustments  
to the Company's gain on disposition of discontinued operations,  
net income from discontinued operations, consolidated net income  
and total stockholders' deficit.  The restatement will not affect  
previously reported revenue, adjusted operating income, cash flow  
or income from continuing operations.

The net effect of the restatement as of and for the three and nine  
months ended February 28, 2005 is:

   * increase gain on disposition of discontinued operations by  
     $24,272,000;

   * increase net income from discontinued operations by  
     $15,579,000;

   * increase consolidated net income by $15,579,000; and

   * decrease total stockholders' deficit by $15,579,000.

The Company's management believes that the accounting error  
inadvertent.  The Company identified the error through application  
of certain internal controls that were implemented during the  
fiscal fourth quarter of 2005.  Accordingly, the Company believes  
that, prior to year-end, it remediated the control weakness  
associated with these adjustments.  The Company intends to present  
additional detail regarding the restatement in its Annual Report  
on Form 10-K for the year ended May 31, 2005.

Headquartered in Wall, N.J., Centennial Communications (NASDAQ:
CYCL) -- http://www.centennialwireless.com/-- is a leading  
provider of regional wireless and integrated communications
services in the United States and the Caribbean with approximately
1.2 million wireless subscribers and 300,000 access line
equivalents.  The U.S. business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states. Centennial's Caribbean business owns and operates wireless
networks in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands and provides facilities-based integrated voice,
data and Internet solutions.  Welsh, Carson, Anderson & Stowe and
an affiliate of the Blackstone Group are controlling shareholders
of Centennial.

As of May 31, 2005, Centennial Communications' equity deficit  
narrowed to $481,955,000 from a $548,641,000 deficit at May 31,  
2004.


CHRYON CORP: BDO Seidman Replaces PwC as Independent Accountants
----------------------------------------------------------------
Chyron Corporation's the Board of Directors dismissed
PricewaterhouseCoopers LLP as its independent registered public
accounting firm on September 13, 2005, based on its Audit
Committee's recommendation.

The Company's President, John Chase Lee, informs the Securities
and Exchange Commission that PwC's reports on the financial
statements as of and for the fiscal years ended December 31, 2004,
and 2003 did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle.

Mr. Lee adds that during the fiscal years ended December 31, 2004,
and 2003 and through September 13, 2005:

   * there were no disagreements with PwC on any matters of
     accounting principles or practices, financial statement
     disclosure, or auditing scope or procedure, which
     disagreements, if not resolved to the satisfaction of PwC,
     would have caused it to make reference thereto in its reports
     on the financial statements for such years.

   * there have been no reportable events as defined in Item
     304(a)(1)(v) of Regulation S-K.

Also on September 13, 2005, based on the recommendation of the
Audit Committee of the Board of Directors of Chyron, the Board of
Directors engaged BDO Seidman, LLP, as Chyron's new independent
registered public accounting firm.  

Chyron Corporation (OTC BB: CYRO) -- http://www.chyron.com/--    
provides advanced broadcast graphics systems and applications.

As of June 30, 2005, Chyron's equity deficit widened to $1,761,000  
from a $1,321,000 deficit at Dec. 31, 2004.


CIENA CORP: S&P Affirms B Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Linthicum, Maryland-based Ciena Corp., and
revised its outlook on the company to stable.  The action reflects
Standard & Poor's assessment that the company's liquidity will be
sufficient to execute its business plan for the next few years,
while meeting its 2008 debt maturity, notwithstanding likely
ongoing negative free cash flows.
      
"The ratings continue to reflect the company's narrow business
position, weak (although improving) sales, substantial leverage,
and the risks of continuing technology evolution, tempered
somewhat by the company's good cash balances," said Standard &
Poor's credit analyst Bruce Hyman.  

Ciena, a supplier of optical telecommunications systems and
related products, had $843 million in debt and capitalized
operating leases outstanding as of July 31, 2005.
     
Market conditions remain challenging, despite moderate sequential
revenue growth for nearly two years.  Ciena's customer
concentration remains fairly high, with three customers totaling
35% of sales for the three quarters of fiscal 2005 (through July,
2005).  Still, this is an improvement from several historical
years, when two customers had been more than 50% of the company's
sales.

Similarly, the company's product lines have become somewhat more
diversified, with the transport and switching group now about 60%
of sales; this unit had been 85% of sales in fiscal 2002, in part
recognizing the benefits of several prior acquisitions.
Acquisitions have included suppliers of optical transport and
access products for metropolitan networks and enterprises,
multiservice broadband access networks and Ethernet transport
capabilities for service providers, including cable operators.


COPYTELE INC: Doubts About Going Concern Viability Continue
-----------------------------------------------------------
CopyTele, Inc., reports a substantial decrease in its assets from
$2,316,050 at the end of its fiscal year on Oct. 31, 2004, to
$1,755,755 on July 31, 2005.  The Company's accumulated deficit
also widened from $68,456,361 at Oct. 31, 2004, to $71,761,903 at
July 31, 2005.

For the nine months ended July 31, 2005 CopyTele incurred a net
loss on its flat-panel display sales and services of $3,305,542,
as compared to a $2,538,466 net loss recorded in the comparable
2004 reporting period.  The development, production and marketing
of thin, high brightness, flat panel video displays is an integral
component of the Company's business.  

The Company also reports a decrease in its working capital from
approximately $1,829,000 at the end of fiscal 2004 to
approximately $1,450,000 at July 31, 2005.  Working capital
includes inventory of approximately $555,000 at July 31, 2005.

CopyTele's management states that the accomplishment of its
research and development, marketing and production goals is
dependent on adequate cash flow.  The Company anticipates that
that current cash on hand, cash generated from operations, and
cash generated from the exercise of employee options will be
adequate to fund operations through the end of the third quarter
of fiscal 2006.

                    Going Concern Doubt

Grant Thornton LLP's Audit Report on the Company's financial
statements as of October 31, 2004 states that the net loss
incurred during the year ended October 31, 2004, and the Company's
accumulated deficit as of that date, raise substantial doubt about
the Company's ability to continue operating as a going concern.  
Grant Thornton also expressed doubt about the Company's ability to
continue as a going concern in its audit of the Company's
financial statements for the fiscal year ended Oct. 31, 2003.

CopyTele, Inc.'s -- http://www.copytele.com/-- principal  
operations are the development, production and marketing of multi-
functional hardware and software based encryption products that
provide information security for domestic and international users
over virtually every communications media, and the development,
production and marketing of thin, high brightness, flat panel
video displays.  The Company sells its encryption products
directly to end-users and through dealers and distributors.


CREST 2001-1: Fitch Affirms BB+ Rating on $30 Mil. Class C Notes
----------------------------------------------------------------
Fitch Ratings upgrades two classes and affirms two classes of
notes issued by Crest 2001-1, Ltd., as issuer, and Crest 2001-1
Corp., as co-issuer.  These rating actions are effective
immediately:

     -- $362,613,485 class A notes affirmed at 'AAA';
     -- $65,000,000 class B notes upgraded to 'A+' from 'A';
     -- $30,000,000 class C notes affirmed at 'BB+'.
     -- $25,000,000 preferred shares upgraded to 'BB-' from 'B+'.

Crest 2001-1 is a static arbitrage cash flow collateralized debt
obligation which closed March 7, 2001, and is supported by
collateral selected by Structured Credit Partners LLC, a
subsidiary of Wachovia Corporation.  Crest 2001-1 is composed of
real estate investment trust securities (REITs; 65.3%), and
commercial mortgage-backed securities (CMBS; 34.7%).

Since the last rating action, the collateral has improved.  As of
the most recent trustee report available dated Aug. 25, 2005 the
weighted average life decreased to 4.4 years from 5.3 years, since
the last review on Sept. 14, 2004.  Over the same time period, the
class A, B, and C overcollateralization ratios increased
marginally to 133.4% from 132.9%, to 113.1% from 112.9%, and to
105.72% from 105.65% respectively.  The $25 million preferred
shares received $4.3 million over the same period, decreasing the
outstanding rated balance to $4.4 million.  The A, B, and C
interest coverage ratios of 183.4%, 144.5%, and 125.5% remain
above their triggers.

In reaching its rating actions, Fitch reviewed the credit quality
of the individual assets comprising the portfolio, as well as the
structural features of the deal.  Additionally, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B and class C notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
preferred shares addresses the likelihood that investors will
receive the stated balance of principal by the legal final
maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustment.  Deal information and historical
performance data for this transaction are available on the Fitch
Ratings web site at http://www.fitchratings.com/


DECRANE AIRCRAFT: Moody's Rates Planned $132 MM Facilities at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to DeCrane Aircraft
Holdings, Inc.'s proposed $132 million senior credit facilities,
due 2008, consisting of a $15 million revolving credit facility
and a $117 million term loan.  The company has a B3 Corporate
Family Rating (previously called Senior Implied) with a negative
ratings outlook.  The purpose of the new credit facility, along
with a new $76 million second lien term loan, due 2008 (not rated
by Moody's) is primarily to refinance the company's existing $189
million of first and second lien credit facilities.

The ratings continue to reflect:

   * DeCrane's high debt levels;

   * thin interest coverage; and

   * concentration of business on a narrow set of OEM customers in    
     the cyclical business jet industry.

The rating outlook remains negative, despite cited improvement in
the company's business environment, due to Moody's expectations
that:

   * the company's cash flow generation will be thin over the
     next 12-18 months; and

   * that cushion to credit facility covenant levels will be
     relatively tight over the next two quarters.  

As such, Moody's believe the company continues to run the risk of
encountering liquidity pressures or technical default under
financial covenants in the secured credit facilities in the event
of an unexpected market downturn.

Ratings could be subject to downward revision if revenue growth
and improvement in margins do not materialize as planned, possibly
owing to a short term decline or leveling-off in business jet
deliveries or unexpected operating difficulties.  Specifically, a
downgrade may ensue:

   * if leverage cannot be reduced below current levels over the
     next 6-12 months;

   * if EBIT coverage of interest expense (including PIK interest)
     does not improve to over 1.0 times in this period; or

   * if free cash flow generation remains neutral or negative.  

Conversely, the ratings outlook could be stabilized if the company
demonstrates:

   * free cash flow generation approaching 5% of debt;

   * reduction in leverage to less than 7 times debt/EBITDA; and

   * EBIT coverage of interest in excess of 1.2 times for a
     sustained period.

While the proposed refinancing will have minimal affect on overall
debt levels, the new first and second lien facilities will benefit
the company by extending maturities and reducing interest expense,
which will be important during a period of anticipated recovery in
economic conditions in the business jet markets.  Upon close of
the proposed transactions, DeCrane's pro forma LTM June 2005
debt/EBITDA (as measured using Moody's standard adjustments) is
estimated at 11.6 times, which is quite high for this rating
category.

Interest coverage will similarly remain tight, at pro forma
EBIT/Interest expense of about 0.4 times.  Moody's notes that
coverage is stronger on a cash interest expense basis, at about
0.7 times, due to the effect of PIK interest payments on about $80
million of 17% discount notes.  However, near term liquidity
benefits contributed by PIK rather than cash interest payments are
offset somewhat by increasing debt levels implied by such
accruals, further impeding the company in its ability to reduce
debt materially over the next few years.

Significant near term debt reduction is unlikely, in Moody's view,
as pro forma free cash flow is anticipated to be negative, despite
improving financial results, owing largely to expected increases
in working capital and development costs associated with recovery-
driven growth and new product lines.

Moody's notes positively recent improvements in DeCrane's
operating performance, reflecting both the recovery in the
business jet OEM market, which is the predominant driver of the
company's revenue growth.  Nevertheless, the rating outlook
remains cautious about the company's free cash flow levels over
the near term and continuing accrual of debt.  For the LTM June
2005 period, DeCrane's revenue was about $233 million, up from
about $170 million in FY 2003, which was the low-point in the
company's recent historical operating results.  On improving
operating margins reflecting new product lines and a better
product mix, EBITDA grew more dramatically, from about $16 million
in FY 2003 to $28 million LTM June 2005.

However, due to continued high interest cost on over $300 million
of debt, as well as increased working capital requirements
associated with higher production levels over this period, the
company experienced negative free cash flows of about $5 million
in the LTM June 2005 period, despite about $10 million of cash
generated by accrued liabilities.  

In 2004, the company had been able to exchange about $65 million
of its $100 million 12% (cash interest) notes due 2008 for 17%
senior discount notes (not rated by Moody's) which pay PIK
interest, contributing about $8 million in cash savings annually,
although accruing debt at a relatively onerous level (currently
about $14 million annually).  As such, Moody's believes that
substantial further revenue growth and margin improvement would be
required to generate cash flow levels adequate to repay levels of
debt necessary to improve credit metrics materially.

With the refinancing of the company's existing debt, Moody's
assesses DeCrane's liquidity to be adequate, albeit modest,
raising concern about the availability of cash or external sources
of liquidity in the event of near term slowing in business levels
or unexpected demands on working capital or CAPEX.  The new $15
million revolving credit facility is considerably smaller than the
$24 million commitment it is replacing, while covenant levels,
senior debt leverage in particular, have been set relatively tight
to current operating levels.  Considering Moody's estimates for
thin cash flow generation over the next 12-18 months, assuming
continued modest growth levels, this suggests that the company may
face difficulty in meeting covenant compliance levels in the event
of even a mild industry downturn.

However, the general improvement in the business jet OEM sector
bodes well for forecasted revenue growth and operating margin
stability in the near term.  This is particularly important to
DeCrane, as about half of its FY 2004 sales have been derived from
only three customers:

   * Textron,
   * Bombardier, and
   * Boeing.

Business jet orders have increased in 2005 from prior years'
levels and are expected to further increase in 2006.  DeCrane's
backlog reflects such a recovery, increasing by 25% from 2004 to
2005.  In addition, with the recovery in the business jet market,
DeCrane's margins have improved as the result of:

   * new product lines;

   * increased demand for its higher-yielding auxiliary fuel tank
     products at its Systems Integration segment; and

   * general beneficial effects of increased scale of production.

Moreover, DeCrane is beginning to demonstrate benefits of cost
savings from the restructuring program that the company has
undertaken over the past few years, consolidating production lines
and moving corporate offices.  If the general sector growth trends
continue over the next year, Moody's believes that DeCrane will be
able to further stabilize its cash flow and interest coverage
positions, and increase the likelihood of debt repayment over the
longer term.

The B3 rating assigned to the $132 million senior secured credit
facilities, which is the same as DeCrane's Corporate Family
Rating, reflects the seniority in claim that these facilities
enjoy over the balance of the capital structure, although under
thin asset coverage.  With a total estimated June 2005 asset base
of $308 million, $162 million is represented by goodwill, while
PP&E, inventories, and accounts receivable comprise most of the
balance of assets ($115 million).

Hence, the realizable value of tangible asset coverage available
to these facilities is not likely, in Moody's opinion, to greatly
exceed the total committed facilities amount, particularly in a
distressed sale scenario.  The Caa3 rating assigned to the $35
million senior subordinated notes, three notches below the
Corporate Family Rating, reflects the junior position that these
notes have in claim to all current and potential senior debt,
including the proposed $76 million second lien notes, as well as
the likelihood of significant loss under a distressed or
liquidation scenario given the modest asset coverage provided to
debt senior in claim to these notes.

These ratings have been assigned:

   * senior secured first lien revolving credit facility due 2008,
     rated B3; and

   * senior secured first lien term loan due 2008, rated B3

These ratings have been affirmed:

   * 12% senior subordinated notes due 2008 of Caa3; and

   * Corporate Family Rating of B3

This rating had been withdrawn:

   * Existing senior secured credit facilities, rated B3.

DeCrane Aircraft Holdings, Inc., headquartered in Columbus, Ohio,
is a leading provider of aircraft cabin interior systems and
components (including cabin interior furnishings, veneer, cabin
management systems, seating and composite components) for
business, VIP and head-of-state aircraft, and a provider of
aircraft retrofit, interior completion and refurbishment services.

Its customers include:

   * original manufacturers of business;
   * VIP and head-of-state aircraft;
   * the U.S. and foreign militaries; and
   * aircraft repair, modification centers and completion centers.


DECRANE AIRCRAFT: S&P Rates Proposed $131 Million Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and '1' recovery rating to DeCrane Aircraft Holdings Inc.'s
proposed $131.5 million first-lien credit facility, indicating its
expectations for a full recovery of principal in the event of
payment default.  At the same time, Standard & Poor's affirmed
its ratings, including the 'B-' corporate credit rating, on the
business jet interior supplier.  The outlook on the company has
been revised to stable from negative.
      
"The proposed refinancing will improve liquidity by eliminating
most near-term debt maturities and reducing cash interest costs,"
said Standard & Poor's credit analyst Christopher DeNicolo.  

The outlook revision assumes that the transaction will
successfully close on terms similar to those presented.  The
proceeds from the new first-lien credit facility and a new $76
million second-lien credit facility (not rated) will be used to
refinance the existing first- and second-lien facilities, as well
as $7.5 million of 13.5% unsecured notes.  Debt levels will not
change materially, and leverage will remain very high; debt to
EBITDA is expected to be about 9x in 2005.
     
The ratings on Columbus, Ohio-based DeCrane reflect:

   * a very weak financial profile due to high leverage and
     unprofitable operations;

   * constrained liquidity; and

   * participation in the cyclical and competitive corporate
     aircraft market.

The ratings benefit somewhat from DeCrane's leading position in
niche markets for corporate aircraft interiors, especially
cabinetry.
     
Over the past three years, the company has taken a number of steps
to reduce debt and improve liquidity.  Refinancing efforts,
including the current one, have improved DeCrane's near-term
liquidity somewhat and helped it weather the downturn in the
corporate aviation market.  However, the company's overall
financial profile is expected to remain very weak in the
intermediate term with EBITDA interest coverage of 1x-1.5x and
funds from operations to debt below 10%.
     
DeCrane is the largest independent provider of a full line of
interior cabin products for high-end business jets.  Though sales
and deliveries of corporate jets declined significantly in 2003,
they are now recovering, and the firm's revenues increased 25% in
2004 and almost 20% in the first half of 2005.


DEL LABORATORIES: S&P Affirms Single-B Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Del
Laboratories Inc., including its 'B' corporate credit rating.  The
ratings were removed from CreditWatch where they had been placed
on August 18, 2005, with negative implications.
     
The outlook on Uniondale, New York-based cosmetics and
pharmaceuticals manufacturer is negative.  About $375 million of
debt is affected by this action.
      
"The ratings affirmation is based on our expectations that the
company's recent management changes and other initiatives will
focus on achieving better operating efficiencies in the near to
intermediate term," said Standard & Poor's credit analyst Patrick
Jeffrey.

Del has recently replaced its CEO and has hired Synergetics
Installations Worldwide Inc., a consulting firm specializing in
supply chain management, to focus on improving its operating
efficiencies.
     
The company also amended its bank facility in July 2005 to provide
covenant relief for the second and third quarters of fiscal 2005.
Nevertheless, Standard & Poor's remains concerned about the
company's ability to maintain sufficient liquidity and achieve
operating stability in line with the current ratings.  Covenant
levels are expected to remain tight in the near term, and the
company will most likely have to further amend its bank facility
prior to the end of the fourth quarter of fiscal 2005.


DELTA AIR: Can Continue Cash Management System on An Interim Basis
------------------------------------------------------------------
Delta Air Lines, Inc. and its debtor-affiliates collect,
concentrate and disburse the funds generated by their operations
in approximately 60 countries around the world.

Under their existing cash management system, the Debtors
facilitate their cash forecasting and reporting, monitor the
collection and disbursement of funds and maintain control over
the administration of their bank accounts.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
explains that the Cash Management System has four main
components:

   (a) Cash Collection,
   (b) Cash Concentration,
   (c) Cash Disbursement, and
   (d) Investments.

A. Cash Collection

The Debtors primarily generate and receive funds from:

   (i) direct sales of passenger tickets;

  (ii) direct sales of cargo and freight-forwarding services,
       received in various foreign Deposit Accounts;

(iii) collection of credit card receivables;

  (iv) reimbursements from travel agents;

   (v) receipt of financing from private and public sources;

  (vi) sales of passenger, cargo, and mail delivery services to
       the United States Government;

(vii) sales of goods and services to other airlines, like
       aircraft maintenance, fuel and ground support;

(viii) receipts from charter operations and flight training; and
  
  (ix) provision of amenity services to passengers on aircraft.

Most of the funds from the Debtors' operations are collected and
temporarily stored in a variety of deposit accounts and
lockboxes, while some receipts are collected directly in various
concentration accounts.

The Debtors deposit payments for passenger tickets in local
Deposit Accounts across the United States and around the world.

In most foreign countries, the Debtors maintain at least two
Deposit Accounts -- one to collect U.S dollars and the other to
collect local currency -- in which the Debtors' operate.   The
Debtors also maintain a concentration account with Citibank in
London for nine European countries that have adopted the Euro
currency.

Funds received by wire within the United States for cargo
services and freight-forwarding services are deposited into a
Cargo Receivable Account at Citibank, N.A., or in the case of
Comair Holdings, LLC, into its Concentration Account.  Check
remittances received by mail are deposited in a Cargo Lockbox
Account at Wachovia Bank, N.A. or at Comair's Lockbox Account at
The Fifth Third Bank.

For most international cargo services and freight-forwarding
services sold outside the United States, Air France is the
Debtors' General Sales Agent and cash settlement is handled
through the International Air Transport Association's
clearinghouse.

The Debtors also collect funds for credit card purchases directly
from credit card companies, including:

   * American Express Travel Related Services Company, Inc.,
   * Discover Financial Services, Inc.,
   * Diners Club International Ltd.,
   * JCB International Co., Ltd.,
   * U.S. Bank National Association,
   * National Westminster Bank Plc,
   * The Fifth Third Bank, and
   * Chevron Processing Services.

Travel agents report and remit their sales of passenger tickets
and other goods and services to their affiliated clearinghouses,
Airlines Reporting Corporation, or the Billing and Settlement
Plans.  The BSPs remit their payments either directly to the
various local currency Deposit Accounts held by the Debtors.

All cash generated from the financing sources are collected in
the Debtors' Main Concentration Account.

Under the Universal Air Travel Plan between various airlines and
railroads, customers using the Delta UATP Card remit payment
directly to the Debtors' Trade Receivable Account at Citibank or
the Wachovia Lockbox.  The Debtors settle monthly with certain
other UATP Participants through the International Air Transport
Association's clearinghouse or the Airline Clearing House, Inc.

Funds generated from other sources such as providing passenger,
cargo, and mail delivery services to the U.S. Government,
providing goods and services to other airlines and aircraft users
and collecting annual membership fees and new member application
dues related to the Debtors' Crown Room Clubs are received
periodically and transferred into various Deposit Accounts and
Lockboxes held by the Debtors in the United States and abroad.

B. Cash Concentration

The Debtors regularly draw cash assets into a central account to
manage their business, coordinate the payment of their
outstanding obligations and earn the maximum return on their
money.

The Debtors use automated sweep transactions, standing
instructions and manual transfers to move available funds from
various Deposit Accounts, Lockboxes and Concentration Accounts in
the United States into the Main Concentration Account with
Citibank.  Comair's cash management operates independently and
maintains its own Concentration Account with The Fifth Third
Bank.

Outside the United States, the cash concentration occurs via
transfers from the Euro-denominated Overlay Accounts to the
Euro Concentration Account, through the use of standing
instructions at local banks and through the manual efforts of the
Cash Management Personnel who (i) collect cash from the various
local Deposit Accounts; (ii) transfer the cash to local
operations to cover expenses; and then (iii) repatriate the
excess to the Foreign Receipts Account.  The Foreign Receipts
Account, in turn, sweeps automatically into the Main
Concentration Account.

In most of the Online Countries, the Debtors maintain at least
one Deposit Account to collect revenues generated in the local
currency and pay expenses owing in those currencies.  Once the
local expenses are satisfied, the Debtors convert the local
currency to United States dollars and repatriate these funds to
the Foreign Receipts Account.

The Debtors not only maintain local Deposit Accounts in foreign
countries, but also maintain a Euro Concentration Account with
Citibank in London.  As Euros are needed to pay local expenses,
the Debtors Euro Concentration Account provides the needed
liquidity to either the in-country Citibank accounts or the non-
Citibank local accounts.  Any excess funds in the Euro
Concentration Account are converted to U.S. dollars and
repatriated to the Foreign Receipts Account, which in turn,
sweeps automatically into the Main Concentration Account.

There are no restrictions on repatriations in most foreign
countries.  However, in certain Caribbean, Latin American, Asian,
and Middle Eastern countries, central banks place certain
restrictions on currency exchanges.  In these countries, the
repatriation of funds to the United States may be delayed,
complicated, or limited, from time to time.

C. Cash Disbursements

Receipts concentrated in the Main Concentration Account or in a
Subsidiary's Concentration Account are used by the Debtors to
satisfy their financial obligations and fund investment
opportunities.  These disbursements are either:

   (i) made through one of the Debtors disbursement accounts; or

  (ii) paid directly to the requisite party from the Main
       Concentration Account or a subsidiary's Concentration
       Account.

The transfer of funds from the Main Concentration Account or a
subsidiary's Concentration Account to a Disbursement Account is
automated through a zero balance account arrangement or
accomplished manually through a wire transfer.  The remaining
funds are either invested in money market securities, swept into
an overnight investment vehicle with the bank, or left in the
account to accrue earnings credits against bank fees.

The Debtors maintain a number of domestic Disbursement Accounts
to fund certain obligations, including, but not limited to,
payroll, corporate payables, passenger refunds and employee
health and welfare benefits.  The Debtors issue checks on, and
wire money from, these Disbursement Accounts, which, in most
cases, operate so that as payments are presented against the
Disbursement Accounts, the appropriate funds are automatically
transferred from the Main Concentration Account or a subsidiary's
Concentration Account to the appropriate Disbursement Account.  
In the case of stand alone Disbursement Accounts, funds are
provided by wire transfer from one of the foregoing Concentration
Accounts.  

In foreign countries, the Debtors employ local Disbursement
Accounts, which are funded by local deposits to these accounts or
by transfers from local Deposit Accounts to pay local expenses.

D. Investment

The Debtors invest their cash under in accordance with their
investment guidelines.

Each business day between 8:00 a.m. and 11:00 a.m., the Debtors
project their daily cash position and execute short-term cash
investment transactions accordingly.  With the exception of
short-term investments made by Comair and Delta Loyalty
Management Services, LLC, from their Concentration Accounts,
short-term investment transactions are made from the bank
accounts of Kappa Capital Management, Inc., a Delta subsidiary.

For investments with institutional money market funds, the KCMI
Concentration Account with Citibank is used and its activity is
auto-funded by the Main Concentration Account at the end of the
day.  For other investment transactions involving brokers, the
KCMI Custodian Account with JPMorgan Chase is utilized and its
activity is settled via a wire transfer with the KCMI
Concentration Account.

Later in the day, after the Debtors have additional cash
collections and transferred the necessary funds to their
Disbursement Accounts, the balances in the Main Concentration
Account and any account connected to the Main Concentration
Account through a zero balance account arrangement are combined
and invested in institutional money market funds.  Once again,
this investment is made through KCMI and autofunded from the Main
Concentration Account.  In the case of Comair, late day funds are
invested in an Overnight Investment Account with The Fifth
Third Bank.

The Debtors' Main Concentration Account and some of the Delta
Subsidiaries' Concentration Accounts also utilize an automated
overnight time deposit with Citibank to invest funds remaining in
these accounts.

                  Delta Employees' Credit Union

The Debtors sponsor the Credit Union, a full-service, qualified
credit union for their current and former participating
employees, qualifying relatives, and domestic partners.

The Credit Union is a separate, legal, non-Debtor entity that is
neither subsidized nor controlled by the Debtors, nor are its
obligations guaranteed by any of the Debtors.

Permanent Credit Union employees receive their paychecks and
health and welfare benefits through the Debtors.  The Debtors,
however, bill monthly and the Credit Union reimburses the Debtors
for those employees' payroll and health and welfare benefits.

                Debtors Propose to Continue CMS

The Debtors sought and obtained, on an interim basis, a Court
order authorizing them to continue utilizing their current
centralized and integrated Cash Management System.

Mr. Huebner asserts that given the size, scope and complexity of
the Debtors' operations as well as the goal of preserving and
enhancing their going concern values, a successful reorganization
of the Debtors' businesses simply cannot be accomplished if there
is substantial disruption in the Cash Management System.

He adds that the Debtors' key constituencies outside the U.S. are
particularly sensitive to any disruption and tend to associate
Chapter 11 with liquidation and closure.  Reassuring these
constituencies that the Debtors' Chapter 11 cases will protect,
rather than destroy, the going concern value of the Debtors'
businesses will be at best complicated and at worst rendered
nearly impossible should there be a significant degradation in
the day-to-day functioning of the Debtors' global operations.

                          Bank Accounts

The Court waives the requirements of the U.S. Trustee's Operating
Guidelines to the extent they require the closure of the Debtors'
prepetition bank accounts and the opening of new bank accounts.  

The Debtors maintain approximately 230 domestic and international
Bank Accounts.

The Debtors need to continue maintaining their Bank Accounts with
the same account numbers following the commencement of their
cases, subject to a prohibition against honoring checks issued or
dated before the Petition Date absent a prior Court order.  It
will avoid delays in payments to administrative creditors, ensure
a smooth transition into chapter 11 with minimal disruption and
aid in the Debtors' efforts to reorganize.

Judge Beatty also grants the Banks authority to continue to
treat, service and administer the Bank Accounts as accounts of
the Debtors without interruption and in the usual and ordinary
course, and to receive, process and honor and pay any and all
postpetition checks, drafts, wires, or automated clearing house
transfers drawn on the Bank Accounts.

                          Business Forms

To minimize expenses, the Debtors also obtained the Court's
permission to continue to use their correspondence and business
forms, including, but not limited to, purchase orders,
letterhead, envelopes, promotional materials, checks and other
business forms, substantially in the forms existing immediately
before the Petition Date, without reference to their status as
debtors in possession, provided, however, the Debtors will, as
soon as reasonably practicable, cause the phrase Debtor-in-
Possession to be included on their checks issued within the
United States.

"As a result of the size and notoriety of [the Debtors'] cases,
the press releases issued by the Debtors and other press
coverage, parties doing business with the Debtors undoubtedly
will be aware of the Debtors' status as debtors in possession.  
Furthermore, due to the global nature of the Debtors business,
the Debtors also believe that including debtor in possession on
foreign correspondence may cause confusion for individuals and
entities abroad that are not familiar with chapter 11," Mr.
Huebner notes.    

Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DI GIORGIO: S&P Downgrades Corporate Credit Rating to B- from B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings for food
wholesaler and distributor Di Giorgio Corp., including lowering
its corporate credit rating to 'B-' from 'B'.  The outlook is
negative.
     
"The rating action reflects the company's weaker credit measures,
which are more consistent with current ratings levels, and
expectations that credit metrics will not materially improve in
the intermediate term," said Standard & Poor's credit analyst
Stella Kapur.
     
Di Giorgio's credit ratios have been hurt by the loss of its
contract with The Great Atlantic & Pacific Tea Co. Inc. in October
2003.  Although the company has made some progress in adding new
customers and expanding its geographic presence in the New England
and greater Philadelphia areas and in the Caribbean, substantial
growth would still be needed to improve credit measures to
historical levels.  Furthermore, many of Di Giorgio's current
customers are feeling the effects of a more competitive
supermarket industry environment.  Standard & Poor's anticipates
that, given the current tough environment, Di Giorgio will be very
challenged to materially improve credit metrics over the
intermediate term.
     
The ratings reflect:

   * the company's heavy debt burden;

   * its very small EBITDA base; and

   * its participation in the highly competitive food wholesale
     and distribution industry.

Although Carteret, New Jersey-based Di Giorgio has a somewhat
protected niche market position in the New York metropolitan area,
its customer base is concentrated.  This customer concentration,
combined with heavy dependence on a single market, exposes the
company to potential revenue loss if a key customer leaves or if
there is an economic downturn in the region.


DRESSER INC: Negotiates Nov. 14 Filing Extension with Lenders
-------------------------------------------------------------
Dresser, Inc., is seeking an extension from the lenders under its
senior secured credit facility and senior unsecured term loan of
its financial statements delivery requirement.  The request would
extend the deadline from Sept. 30, 2005, to Nov. 14, 2005, for
providing audited financial statements for the fiscal year ended
Dec. 31, 2004, and unaudited financial statements for the fiscal
quarters ended March 31, and June 30, 2005.

                   Financial Statements

As previously announced, the company is restating certain prior
period financial statements and is awaiting a response from the
Securities and Exchange Commission to the company's proposed
approach.  The company said the extension of the date to deliver
the financial statements was necessary in view of the need to
complete the restatement process to the satisfaction of the SEC.

Coincidental with the request for extension, the company is
requesting the consent of its lenders for matters related to the
sale of its On/Off Valve and Instruments businesses and the pay
down of debt using the proceeds from the divestitures.  The
divestitures, which have been previously announced, are expected
to close in the fourth quarter of 2005.

Headquartered in Dallas, Texas, Dresser, Inc. --
http://www.dresser.com/-- is a worldwide leader in the design,  
manufacture and marketing of highly engineered equipment and
services sold primarily to customers in the flow control,
measurement systems, and compression and power systems segments of
the energy industry.  Dresser has a comprehensive global presence,
with over 8,500 employees and a sales presence in over 100
countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based Dresser Inc. to 'B+' from 'BB-'.
The company remains on CreditWatch with negative implications.
The ratings downgrade reflects weak credit measures and debt
leverage that remain elevated for the current ratings level.


DRESSER INC: Appointing Robert Woltil CFO After Filing Compliance
-----------------------------------------------------------------
Dresser, Inc., welcomed Robert D. Woltil as senior vice president
of finance and accounting.  The Company says it intends to appoint
Mr. Woltil chief financial officer once the company becomes
current with its financial statement filings.  At that time, Mr.
Woltil would succeed James A. Nattier, who in addition to his
current role as chief financial officer has been named executive
vice president of ethics and compliance.

As previously reported, Dresser is in the process of restating
certain financial statements issued in 2004 and prior periods.

"We are very pleased to have someone with Bob's significant
experience in both large, publicly traded companies and public
accounting firms join the Dresser team," said Patrick M. Murray,
chairman and chief executive officer.  "In addition, our
appointment of someone of Jim's stature within Dresser to the
ethics and compliance role demonstrates our serious commitment to
upholding the highest standards across the company."

Mr. Woltil served as chief financial officer of Sun Healthcare
Group, Inc., and held numerous senior management positions,
including chief financial officer, with Beverly Enterprises, Inc.
Both companies are multi-billion dollar, publicly-held providers
of health care.  Most recently, Mr. Woltil has been a partner with
Tatum Partners, LLP, a nationally recognized financial and
information technology consulting firm, and since July he has
assisted Dresser in this capacity.

Mr. Nattier was named executive vice president and CFO in March
2002, and had previously held numerous other management positions
within the company and its predecessors, including executive vice
president and chief administrative officer and vice president of
an operating division.  Dresser established the corporate ethics
and compliance position, reporting to the CEO and the chairman of
the Audit Committee of the Board of Directors, in March 2005.  Mr.
Nattier replaces Arthur T. Downey, who had been appointed to the
position on an interim basis.

Headquartered in Dallas, Texas, Dresser, Inc. --
http://www.dresser.com/-- is a worldwide leader in the design,  
manufacture and marketing of highly engineered equipment and
services sold primarily to customers in the flow control,
measurement systems, and compression and power systems segments of
the energy industry.  Dresser has a comprehensive global presence,
with over 8,500 employees and a sales presence in over 100
countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based Dresser Inc. to 'B+' from 'BB-'.
The company remains on CreditWatch with negative implications.
The ratings downgrade reflects weak credit measures and debt
leverage that remain elevated for the current ratings level.


EAGLEPICHER HOLDINGS: Inks Employee Severance & Release Agreements
------------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for authority to enter into an Employee Severance
Agreements and General Releases.  

The Debtors believe that the severance and general release
agreements are part of the ordinary course of their operations but
out of an abundance of caution ask for the Court's blessing.

In an effort to streamline their business operations and maximize
the value of their estates, the Debtors have determined to
eliminate redundant or unproductive positions.  The severance
agreements will enable the Debtors to avoid the liability of
employment agreements that are no longer economically feasible.

                    Scherpenberg Agreement

The severance pact entered by EaglePicher with Thomas B.
Scherpenberg, its former Treasurer, terminates his employment
effective as of Aug. 31, 2005.  The agreement contains these
provisions:

  a. Payment of all accrued but unused vacation compensation;

  b. Payment of the balance of a refinancing bonus, equal to
     $34,521;

  c. Payment of the amortized value of an automobile deposit,  
     equal to $8,021;

  d. Payment of $10,000 on the effective date of the
     Scherpenberg Agreement, which may be used by the employee
     for outplacement services;

  e. Payment of a severance benefit of $140,000, payable at
     the employee's base annual rate of pay as of the separation
     date of August 31, 2005, payable in accordance with the
     Debtors' ordinary payroll practices;

  f. Payment of employee medical benefits under the Debtors'
     group medical plan until the earlier of August 31, 2006, or
     the date upon which the employee obtains employment from a
     new employer that offers medical coverage; and

  g. Additional payment of $50,000 in consideration for Mr.
     Scherpenberg's waiver and release of the Debtors.

                       Mills Agreement

Gerald T. Mills served as the Debtors' Senior Vice President of
Human Resources until August 31 when his service was terminated.  
The salient terms of Mr. Mills' severance pact are:

  a. Payment of all accrued but unused vacation compensation;

  b. Payment of $10,000 on the effective date of the Mills
     Agreement, which may be used by the employee for
     outplacement services;

  c. Payment of a severance benefit in an amount equal to 12
     months of Mr. Mills' base salary, plus an amount equal to
     one week of Mills' base salary for each month of a partial
     year of service, as of the separation date of August 31,
     2005, payable in accordance with the Debtors' ordinary
     payroll practices;

  d. Payment of employee medical benefits under the Debtors'
     group medical plan until the earlier of August 31, 2006, or
     the date upon which the Mr. Mills obtains employment from a
     new employer that offers medical coverage; and

  e. Payment of $100,000 in consideration for Mr. Mills' waiver
     and release of the Debtors.

                       Secret Agreement

A third severance agreement was filed under seal pursuant to a
Restricted Information Order issued by the Court.  

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and  
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No.
05-12601).  Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed $585 million in
consolidated assets and $730 in consolidated debts.


ELINE ENTERTAINMENT: Balance Sheet Upside-Down by $324K at July 31
------------------------------------------------------------------
Eline Entertainment Group, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending July 31, 2005, to the
Securities and Exchange Commission on September 15, 2005.  

The Company reported a $99,217 of net income on $1,508,967 of net
revenues for the quarter ending July 31, 2005.  At July 31, 2005,
the Company's balance sheet shows $2,096,806 in total assets,
debts amounting to $2,319,620 and a $324,264 stockholders deficit.  

Webb & Company, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern in its audit of
the Company's annual financial statements for the fiscal year
ending October 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?1a4

Headquartered in Knoxville, Tennessee, Eline Entertainment Group,
Inc., through its subsidiary, Industrial Fabrication & Repair,
Inc., engages in component sales, machining, specialty design, and
fabrication for conveyer systems used in the movement of raw
materials, finished goods, and supplies in its customers'
manufacturing processes.  EEGI's customers operate in various
industries, including paper, steel mills, rock quarry operations,
coal mining applications, and bottling facilities located in the
southeastern United States.  The company also specializes in
prototype machining proprietary designs and short production runs.


ENERGAS RESOURCES: Posts $208,856 Net Loss for Qtr. Ended July 31
-----------------------------------------------------------------
Energas Resources Inc. delivered its quarterly report on Form
10-QSB for the quarter ending July 31, 2005, to the Securities and
Exchange Commission on Sept. 14, 2005.  

The Company reported a $208,856 net loss for the quarter ending
July 31, 2005.  

The Company is in the process of acquiring and developing
petroleum and natural gas properties with adequate production and
reserves to operate profitability.  As of July 31, 2005, it had a
working capital deficiency of $502,443 and incurred a loss of
$368,658 for the six months then ended and losses for the fiscal
years ended January 31, 2005 of $1,164,175 and losses of
$1,449,913 for the fiscal year ended 2004.

                     Going Concern Doubt

Russell & Atkins, PLC, expressed substantial doubt about Energas
Resources, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Jan. 31, 2005.  The auditing firm pointed to the Company's
insufficient cash flows and operating losses.  The company's
management repeats those doubts in its latest quarterly financial
statement.  The Company says it is currently seeking additional
funds and additional mineral interests through private placements
of equity and debt instruments.

A full-text copy of Energas' latest quarterly report is available
at no charge at http://ResearchArchives.com/t/s?1a8

Operating through its A.T. Gas Gathering Systems and TGC
subsidiaries, Energas Resources Inc. is primarily focused on
exploring and producing in the Arkoma Basin in Oklahoma, the
shallow Devonian Shale natural gas strata in the Appalachian Basin
of Kentucky, and the Powder River Basin in Wyoming.  Energas
Resources has proved reserves of nearly 30,400 barrels of oil and
2.2 billion cu. ft. of natural gas.  Chairman George Shaw owns
about 14% of the company.


ENTERGY NEW ORLEANS: Underwater Utility Mulls Bankruptcy Filing
---------------------------------------------------------------
Entergy Corporation (NYSE:ETR) provided preliminary estimates of
storm restoration costs associated with Hurricane Katrina, as well
as initial details on the number of customers that are not able to
receive electric service, in a press release and regulatory filing
with the Securities and Exchange Commission yesterday.  In
addition, Entergy provided an update on its liquidity position,
noting that it will pursue a range of options to recover storm-
related costs and other potential incremental losses.

              Preliminary Restoration Cost Estimates

Limited access to heavily flooded areas continues to hamper
Entergy's ability to fully assess the extent of damage to certain
portions of its infrastructure.  As a result, Entergy noted that
the initial restoration estimates are subject to change.  Total
restoration costs for the repair and/or replacement of Entergy's
electric and gas facilities damaged by Hurricane Katrina and
business continuity costs are estimated to be in the range of $750
million to $1.1 billion.  Restoration and business continuity cost
estimates for the various utility jurisdictions affected by the
storm are as follows:

                                         Estimated Costs
    Company                            Low             High
    -------                       ------------   --------------
    Entergy Gulf States - LA       $25,000,000      $45,000,000
    Entergy Louisiana              275,000,000      400,000,000
    Entergy Mississippi             75,000,000      100,000,000
    Entergy New Orleans            325,000,000      475,000,000
    Other                           50,000,000       80,000,000
                                  ------------   --------------
        Total                     $750,000,000   $1,100,000,000

These cost estimates do not include other potential incremental
losses that cannot be estimated at this time.

                 Restoration Progress and Timing

As of 9:00 p.m. CDT on Tues., Sept. 20, Entergy had restored power
to approximately 874,000 of the 1.1 million customers who lost
power at the peak of the storm.  Entergy expects to restore power
to all those customers who can take service in the non-flooded
areas of New Orleans and surrounding parishes within 2 weeks.  
Some customers in the most devastated areas of greater New Orleans
and surrounding parishes, estimated to be in the range of 150,000
to 170,000, are unable to accept electric and gas service, and
therefore cannot be restored at the current time.  Restoration for
many of these customers will follow major repairs or
reconstruction of customer facilities, and will be contingent on
validation by local authorities of habitability and electrical
safety of customers' structures.  In areas where demolition is
required before reconstruction can occur, Entergy will coordinate
with parish officials to make every effort to have electric and
gas facilities ready to serve customers as their communities are
rebuilt.

                    Estimated Revenue Impact

Revenues are expected to be lower at both Entergy Louisiana, Inc.
(ELI) and Entergy New Orleans, Inc. (ENOI) as a result of the
150,000 to 170,000 customers that are unable to accept electric
and gas service for a period of time that cannot yet be estimated.  
Included in this customer estimate are 115,000 to 130,000
customers located in ENOI's service territory, with the remainder
in ELI's service territory.  The majority of these customers are
residential, and the balance is primarily commercial.

Average annual non-fuel revenues associated with these customers
are estimated to range from $50 million to $60 million for ELI and
$160 million to $190 million for ENOI.  However, Entergy noted
that it cannot estimate the actual revenue impact of customers who
are currently unable to accept electric and gas service.  This is
due to a range of uncertainties, in particular the timing of when
individual customers will return to service.  The company noted
that the lower revenues from the most severely impacted areas
could be partially offset by potential sales growth in other
Entergy service areas.  This growth could come from evacuees
moving into neighboring cities in Entergy's service territory such
as Baton Rouge, LA and Jackson, MS or from temporary facilities
constructed by federal and local agencies.

                      Recovery Initiatives

Entergy plans to pursue a broad range of initiatives to recover
storm restoration costs and incremental losses.  Initiatives
include obtaining reimbursement of certain costs covered by
insurance, obtaining assistance through federal legislation
targeting Hurricane Katrina relief, and pursuing recovery through
existing or new rate mechanisms regulated by the Federal Energy
Regulatory Commission and local regulatory bodies.

Federal legislation expected to be introduced shortly will
consider a wide array of potential relief mechanisms for electric
and gas utilities impacted by Hurricane Katrina.  For example,
Entergy understands that Congress will consider amendments to the
Robert T. Stafford Disaster Relief and Emergency Assistance Act,
provide additional appropriations for restoration and repair costs
through Community Development Block Grants, and other potential
alternatives that the Congress enacted following the September 11,
2001, tragedy.  Entergy appreciates the Congress considering on an
expedited basis legislation, that if approved, would permit the
Federal Emergency Management Agency, U.S. Department of Housing
and Urban Development, and states to obtain federal aid to provide
direct assistance to privately owned utilities in the storm-
stricken areas.

Entergy noted that it is unable to predict the degree of success
it may have in these initiatives, the amount of restoration costs
and incremental losses it may recover or the timing of such
recovery.

                        Liquidity Impact

Entergy Corporation continues to believe it has sufficient
liquidity to meet its current obligations and to fund its
restoration efforts.  However, the impact of lower revenues and
storm restoration costs, concentrated at ENOI, are expected to
create liquidity constraints at that company.  Various
alternatives are being considered by Entergy for maintaining
acceptable liquidity at ENOI.   These alternatives include open
account advances to ENOI and assigning ENOI contracts for
purchased power to other Entergy companies to reduce cash
requirements at ENOI and provide attractively priced power to
other Entergy system customers.  In addition, Entergy is  
valuating the options of additional debt issuances, the expansion
of short-term borrowing capacity and/or infusing equity into ENOI.

               Considering ENOI Bankruptcy Filing

Further, ENOI will consider seeking a petition for protection
under federal bankruptcy law.  Entergy believes this option should
be considered to determine whether or not it is the most
appropriate course of action to protect any future investment in
ENOI and to preserve legal rights while achieving business
continuity at ENOI.  Some of these options being considered
may affect Entergy's debt arrangements and the financing and power
purchase agreements relating to System Energy Resources, Inc.  
Entergy cannot currently predict which options it may pursue to
maintain acceptable liquidity at ENOI given the uncertainties
associated with restoration cost estimates, amounts of cost
recovery and the timing of such recovery through various
initiatives noted above.

        HURRICANE KATRINA OUTAGE RESTORATION STATISTICS

    Table 1:  Outage Restoration Status - Retail Customer Outages
              Current Status vs Storm Peak

                                 Electric                      Gas
                     Total      Extended     Total    Total  Extended   Total
                     as of     Restoration   as of    as of  Restoration as of
    Number of       9/19/2005                Storm  9/19/2005            Storm
     Retail                                   Peak                       Peak
     Customer
     Outages
     (in thousands)
    Entergy Gulf
     States - LA        -           -          107        -       -       -
    Entergy
     Louisiana         45        35 - 40       507        NA      NA      NA
    Entergy
     Mississippi        -           -          302        NA      NA      NA
    Entergy
     New Orleans      173       115 -130       172        95      95      96
    Total Customer
     Outages          218      150 - 170     1,088        95      95      96


    Table 2:  Outage Restoration Status - Transmission
                Line & Substation Outages
              Current Status vs Storm Peak

                          Total    Total                       Total    Total
     Transmission Lines   as of    as of   Substations        as of     as of
                        9/19/2005  Storm                     9/19/2005  Storm
                                   Peak                                 Peak
    (count: #)                            (count; #)
    Entergy Gulf States                    Entergy Gulf States
     - LA                     1     32      - LA                  -      36
    Entergy Louisiana         -     90     Entergy Louisiana     11      86
    Entergy Mississippi      16     41     Entergy Mississippi    -     117
    Entergy New Orleans      12     19     Entergy New Orleans   12      24
    Total Transmission                     Total Substation
     Line Outages            29    182      Outages              23     263

    Table 3:  Outage Restoration Status - Fossil Fleet
                Impacted by Hurricane Katrina
              Current Status vs Storm Peak

                          Owned                             As of     As of
    Plant       Unit  Capability(a) Fuel Type  Purpose    9/19/2005   Storm
    Entergy                                                           Peak
     Louisiana
                                                          Extensive
    Buras         8       12        Gas/Oil    Peaking    Flooding(EF) Outage
                                                          Returned
                                                            to Svc
    Little Gypsy  1      238        Gas/Oil    Intermediate  (RTS)     Outage
    Little Gypsy  2      415        Gas/Oil    Intermediate   RTS      Outage

    Little Gypsy  3      545        Gas/Oil    Intermediate   RTS      Outage
    Ninemile
     Point        1       50        Gas/Oil    Peaking        RTS      Outage
    Ninemile
     Point        2       60        Gas/Oil    Peaking        RTS      Outage
    Ninemile
     Point        3      125        Gas/Oil    Intermediate   RTS      Outage
    Ninemile
     Point        4      730        Gas/Oil    Intermediate   RTS      Outage
    Ninemile
     Point        5      740        Gas/Oil    Intermediate   RTS      Outage
    Waterford     1      411        Gas/Oil    Intermediate   RTS      Outage
    Waterford     2      411        Gas/Oil    Intermediate   RTS      Outage

    Entergy New
     Orleans
    A. B.
     Paterson     3       50        Gas/Oil    Peaking        EF       Outage
    A. B.
     Paterson     4        -        Gas/Oil    Peaking        EF       Outage
    A. B.
     Paterson     5       11            Oil    Peaking        EF       Outage
    Michoud       1       65        Gas/Oil    Peaking        EF       Outage
    Michoud       2      244        Gas/Oil   Intermediate    EF       Outage
    Michoud       3      545        Gas/Oil   Intermediate    EF       Outage

        (a) Owned Capability is the dependable load carrying
            capability as demonstrated under actual operating
            conditions based on the primary fuel (assuming no
            curtailments) that each unit was designed to utilize.

Entergy Corporation is an integrated energy company engaged
primarily in electric power production and retail distribution
operations. Entergy owns and operates power plants with
approximately 30,000 megawatts of electric generating capacity,
and it is the second-largest nuclear generator in the United
States. Entergy delivers electricity to 2.7 million utility
customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy
has annual revenues of over $10 billion and approximately 14,000
employees.  Entergy's online address is http://www.entergy.com/


ENTERGY NEW ORLEANS: Fitch Junks Senior Secured Debt Rating   
-----------------------------------------------------------
Fitch Ratings downgraded the senior secured rating of Entergy New
Orleans, Inc. to 'CCC' from 'BBB' and placed the ratings on Rating
Watch Negative.  The affiliates' ratings are affirmed for Entergy
Arkansas, Inc., Entergy Gulf States, Inc., Entergy Mississippi,
Inc., and System Energy Resources, Inc.

On Tuesday, Entergy Corp. provided information about the estimated
costs of storm recovery for all the operating subsidiaries
affected by Hurricane Katrina and disclosed that bankruptcy is an
option for ENOI given the utility subsidiary's poor liquidity
position relative to continued operating costs, including power
and gas purchase agreements and the high estimated costs of
restoration without certainty of cost recovery.  ENOI's prior
Outlook was Stable.

The ratings of other Entergy subsidiaries were affirmed in
consideration of the substantial resources of the individual
operating subsidiaries and on a consolidated basis, the lesser
extent of damages to other subsidiaries and the expectation of
supportive state regulatory treatment.  Approximately $6 billion
of rated debt of other Entergy subsidiaries is affected.

For ENOI, bankruptcy is a possibility as its capacity for meeting
financial commitments is severely constrained without substantial
support from Entergy Corp. or the government.  ENOI, the smallest
utility within the Entergy group with equity of $166 million,
faces restoration costs estimated at $325 million-$475 million,
rendering it technically insolvent.  Recovery of such costs from a
reduced customer base is unlikely, which leaves Entergy and the
government as possible sources of funding.

While Entergy will pursue regulatory, legislative and other
special relief, the timing and availability of such funding cannot
be predicted nor can the timing and amount of recovery under
insurance policies that cover certain assets.  ENOI currently has
$20.7 million available under the Entergy money pool, which may be
used in the next week to pay for fuel, operating, and other
ordinary expenses.  To fund its ongoing operations and immediate
restoration costs, ENOI will need financial support from Entergy,
whether the company is or is not under bankruptcy protection.  An
ENOI bankruptcy filing would allow Entergy to limit the adverse
effects on other members of the Entergy group.

Absent a waiver, a bankruptcy filing by ENOI would place Entergy
in default of its recently established $2 billion, five-year
credit facility, as well as its NYPA agreement currently secured
by a letter of credit.  Given the strength of the remaining
Entergy subsidiaries, which generated more than $2.6 billion in
operating cash flow through the last 12 months ending June 30,
2005, the ratings affirmations discussed below assume that if
necessary, Entergy will obtain waivers from its lenders.

The affirmation of the ratings of Entergy Louisiana, Inc. is
supported by strong credit metrics relative to its 'BBB' rating.
Entergy Mississippi Inc.'s ratings reflect a strong regulatory
environment and an ability to recover past storm costs of similar
magnitude. Entergy Gulf States and Entergy Arkansas were
relatively unaffected by storm damage.

Systems Energy Resources, Inc.'s ratings of 'BBB-' are affirmed,
despite its exposure to ENOI for approximately 24% of its power
sales, based on Fitch's expectation that other Entergy affiliates
will be able to use or to sell the excess energy at prices
comparable to their contractual cost.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

   Entergy New Orleans, Inc.

     -- First mortgage bonds to 'CCC' from 'BBB';
     -- Preferred stock to 'CC' from 'BB+';

   Fitch also affirms the following:

   Entergy Arkansas, Inc.

     -- First mortgage bonds at 'BBB+';
     -- Pollution control revenue bonds at 'BBB';
     -- Preferred stock at 'BBB-';
     -- Outlook Stable.

   Entergy Gulf States, Inc.

     -- First mortgage bonds at 'BBB';
     -- Pollution control revenue bonds at 'BBB-';
     -- Preferred stock at 'BB+';
     -- Outlook Stable.

   Entergy Louisiana, Inc.

     -- First mortgage bonds at 'BBB+';
     -- Pollution control revenue bonds at 'BBB';
     -- Preferred stock at'BBB-';
     -- Outlook Stable.

   Entergy Mississippi, Inc.

     -- First mortgage bonds at 'BBB+';
     -- Preferred stock at 'BBB-';
     -- Outlook Stable.

   System Energy Resources, Inc.

     -- First mortgage bonds at 'BBB-'
     -- Senior unsecured debt at 'BBB-';
     -- Outlook Stable.


EUROGAS INC: June 30 Balance Sheet Upside-Down by $21.6 Million
---------------------------------------------------------------
Eurogas Inc. delivered its quarterly report on Form 10-QSB for the
quarter ending June 30, 2005, to the Securities and Exchange
Commission on Aug. 31, 2005.  

The Company reported a $309,199 net loss for the quarter ending
June 30, 2005.  At June 30, 2005, the Company's balance sheet
shows $4,204,939 in total assets and a $21,646,920 stockholders
deficit.  

A full-text copy of Eurogas Inc.'s latest quarterly report is
available at no charge at http://ResearchArchives.com/t/s?1a0

                      Going Concern Doubt

The Company reports an accumulated deficit of $165,014,474 through
June 30, 2005.  For the years ended Dec. 31, 2004 and 2003, the
Company's had:

    * no revenue,
    * losses from operations, and
    * negative cash flows from operating activities.

At June 30, 2005, the Company had a working capital deficiency of
$25,715,266 and has impaired most of its oil and gas properties.  
These conditions raise substantial doubt regarding the Company's
ability to continue as a going concern.  

Eurogas says that realization of its investment is dependent upon
management obtaining financing for exploration, development and
production of its properties.  In addition, if exploration or
evaluation of property and equipment is unsuccessful, all or a
portion of the remaining recorded amount of those properties will
be recognized as impairment losses.  Payment of current
liabilities will require substantial additional financing.  
Management of the Company plans to finance operations, explore and
develop its properties and pay its liabilities through borrowing,
through sale of interests in its properties, through advances
received against future talc sales and through the issuance of
additional equity securities.  

Eurogas Inc. is primarily engaged in the acquisition of rights to
explore for and exploit natural gas, coal bed methane gas, crude
oil, talc and other minerals.  The Company has acquired interests
in several large exploration concessions and are in various stages
of identifying industry partners, farming out exploration rights,
undertaking exploration drilling, and seeking to develop
production.


EXIDE TECHNOLOGIES: Registers $60-Mil Senior Sub. Notes for Resale
------------------------------------------------------------------
Exide Technologies filed a Registration Statement with the
Securities and Exchange Commission concerning a $60 million issue
of Floating Rate Convertible Senior Subordinated Notes due 2013
and the Common Stock issuable upon conversion of the notes.

The Company issued the notes in a private placement on
March 18, 2005.  The Registration, once approved, will allow these
security holders to sell the Notes:

   Selling Security Holder                  Notes   Common Shares
   -----------------------                  -----   -------------
   Acuity Master Fund, Ltd.              $500,000          28,785

   Axis RDO Limited                       436,000          94,727

   BNP Paribas Equity Strategies, SNC   1,402,000          81,818

   CooperNeff Convertible Strategies
   (Cayman) Master Fund, LP               501,000          28,842

   CRT Capital Group LLC                3,250,000         187,104

   DBAG London                          3,750,000         215,889

   Deutsche Bank Securities Inc.        4,000,000         230,282

   Distressed Recovery Fund Ltd.          255,000          88,840

   Fidelity Puritan Trust:
   Fidelity Balanced Fund                 990,000          56,994

   Fidelity Management Trust Company
   on behalf of accounts it manages        10,000             575

   Grace Convertible Arbitrage Fund,
   Ltd.                                 2,500,000         143,926

   HFR DS Master Trust Performance        689,000         152,419

   Lyxor/Convertible Arbitrage Fund
   Limited                                200,000          11,514

   Lyxor/Mellon Rediscovered
   Opportunities Fund                     507,000         113,979

   Mellon HBV Capital Partners LP         154,000          70,573

   Mellon HBV Master Global Event
   Driven Fund LP                       3,097,000         932,562

   Mellon HBV Master Rediscovered
   Opportunities Fund LP                2,218,000         597,632

   Mellon HBV Master US Event Driven
   Fund LP                                894,000         304,692

   PIMCO Convertible Fund                 250,000          14,392

   Singlehedge US Convertible Arbitrage
   Fund                                   158,000           9,096

   SOCS Ltd.                            2,750,000         158,318

   Stanfield Offshore Leveraged
   Assets Ltd.                         22,750,000       1,954,846

   Sturgeon Limited                       239,000          13,759

   Tribeca Global Convertible
   Investments, Ltd.                    4,250,000         244,674

   Vicis Capital Master Fund            2,000,000         115,141

   Waterstone Market Neutral MAG51,
   Ltd.                                    68,000           3,914

   Waterstone Market Neutral Master
   Fund Ltd.                              932,000          53,655

   Other holders                            1,250          71,963

                            The Notes

The notes are convertible, at the option of the holder, prior to
the close of business on the maturity date at an initial
conversion price of $17.37 per share, which is equal to a
conversion rate of 57.5705 shares per each $1,000 principal amount
of the notes, subject to adjustment as described in this
prospectus.  

The notes bear interest at a per annum rate equal to 3-month
LIBOR, adjusted quarterly, minus a spread of 1.50%;
notwithstanding any quarterly adjustments of the interest rate,
the interest rate borne by the notes will never be less than zero.
We will pay interest on the notes on June 15, September 15,
December 15 and March 15 of each year, beginning on June 15, 2005.
The notes will mature on September 18, 2013.

The notes are our general unsecured obligations, subordinate in
right of payment to all of the Company's existing and future
senior indebtedness and equal in right of payment with all future
senior subordinated indebtedness and senior to all of existing and
future subordinated debt.  In addition, the notes are structurally
subordinated to all of the existing and future debt and other
liabilities of our subsidiaries.

Headquartered in Princeton, New Jersey, Exide Technologies --  
http://www.exide.com/-- is the worldwide leading manufacturer and   
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


FOAMEX INT'L: Bankruptcy Court Approves First-Day Motions
---------------------------------------------------------
Foamex International Inc. (NASDAQ:FMXI) received approval from the
U.S. Bankruptcy Court for the District of Delaware for the
Company's "first day" motions that will enable the Company's
operations to proceed smoothly and without interruption throughout
its reorganization case.

Included among the 12 motions approved by the Court are those
which permit Foamex to continue to:

   -- pay in the ordinary course employee salaries, wages, and
      benefits, amounts owing in connection with the Company's
      workers' compensation and other insurance policies, and
      certain other pre-bankruptcy amounts;

   -- utilize its existing cash management systems;

   -- continue its customer programs uninterrupted;

   -- pay vendors for certain critical goods and services provided
      prior to the Chapter 11 case;

   -- access, on an interim basis, up to $221 million of the
      $240 million debtor-in-possession financing arranged for the
      Company by Bank of America N.A.; and

   -- obtain a new $80 million debtor in possession term loan from
      Silver Point Finance, LLC the proceeds of which will be used
      to repay a pre-term loan owed to that lender.

"The court's approval of our first day motions will ensure that
Foamex can conduct business as usual and remain focused on serving
our customers as we go through this restructuring process," Tom
Chorman, Foamex's President and Chief Executive Officer, said.  
"I am pleased that this process is beginning as smoothly as we
expected, and I am very optimistic that we will continue to make
solid progress."

Headquartered in Linwood, Pa., Foamex International Inc. --  
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and  
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,  
aerospace, defense, electronics and computer industries. The  
Company and eight affiliates filed for chapter 11 protection on  
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).   
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,  
represent the Debtors in their restructuring efforts.  Houlihan,  
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the  
ad hoc committee of Senior Secured Noteholders.  As of July 3,  
2005, the Debtors reported $620,826,000 in total assets and  
$744,757,000 in total debts.


FOAMEX LP: S&P Lowers Sr. Sec. & Sub. Debt Ratings to D from C
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior secured and
subordinated debt ratings on Foamex L.P./Foamex Capital Corp. to
'D' from 'C'.  The downgrades follow Foamex's announcement that it
has filed a voluntary pre-negotiated Chapter 11 bankruptcy plan.
     
The ratings were also removed from CreditWatch with negative
implications, where they were placed on July 11, 2005, on concerns
that Foamex's leveraged financial profile and liquidity would
continue to deteriorate.  The corporate credit rating was lowered
to 'D' on August 15, 2005, following the company's failure to make
a $51.6 million principal payment on its 13.5% subordinated notes
that matured Aug. 15, 2005.
     
"Operating results at Foamex have been hurt by elevated
raw-material costs and an inability to pass through cost increases
in a timely fashion," said Standard & Poor's credit analyst George
Williams.
     
With annual sales approaching $1.3 billion, Linwood, Pennsylvania-
based Foamex is the leading domestic producer of:

   * auto trim foam,
   * carpet cushion, and
   * foam for furniture and bedding applications.

Foamex also maintains a niche technical foams business that offers
more attractive margins and growth opportunities due to higher-
value-added applications and technological innovation.


FREMONT GENERAL: Fitch Lifts Sr. Debt Rating to B+ from Junk Level
------------------------------------------------------------------
Fitch Ratings has upgraded the senior debt rating of Fremont
General Corp. to 'B+' from 'CCC+' and has also upgraded the trust
preferred rating of Fremont's subsidiary, Fremont General
Financing I, to 'B-' from 'CC.'  Fitch has also assigned new
ratings to Fremont's main operating subsidiary, Fremont Investment
& Loan, with long-term senior debt rated 'B+', long-term deposits
rated 'BB-,' and short-term debt rated 'B.'  The Rating Outlook
for all entities is Stable.

The current ratings are based on FIL's profitability, good market
position in sub-prime lending and commercial real estate
operations, strong capital, and substantial loan loss reserves.  
The parent has sufficient cash resources to service debt and pay
operating expenses in the near term.  Longer term, FIL's good
operating cash flows should provide sufficient dividend capacity
to support parent debt service and expenses.  The multi-tier
upgrade is due to substantial recent increases in regulatory
capital levels and ratios and in liquidity.  These improvements
shield FIL from potential regulatory pressure, as discussed in
previous rating commentaries.  Also, residual risk from Fremont's
discontinued insurance operations is significantly lower and no
longer significantly constrains ratings.

Fitch recognizes, however, the concentrations in FIL's business
platform and the sensitivity of FIL's commercial real estate
lending and sub-prime residential mortgage operations to adverse
economic trends over the course of the business cycle.  Currently,
conditions in both sectors are quite strong, although spreads have
begun to narrow in the sub-prime sector due to increasing
competition.  When conditions weaken, Fitch would expect much
lower profitability in sub-prime operations, and significantly
higher credit costs in commercial real estate.  Therefore, a
significant amount of FIL's current level of capital and reserves
may be needed to help sustain the company in less favorable
environments.

Fitch upgrades these ratings, with a Stable Outlook:

   Fremont General Corp.

     -- Long-term senior debt to 'B+' from 'CCC+.

   Fremont General Financing I

     -- Trust preferred securities to 'B-' from 'CC'.

Fitch rates these issues with a Stable Outlook:

   Fremont General Corp.

     -- Short-term 'B';
     -- Individual 'C/D';
     -- Support '5'.

   Fremont Investment & Loan

     -- Long-term deposits 'BB-';
     -- Long-term senior 'B+';
     -- Short-term deposits 'B';
     -- Other short-term obligations 'B';
     -- Individual 'C/D';
     -- Support '5';
     -- Rating Outlook Stable.


GEORGIA-PACIFIC: Moody's Upgrades Senior Unsecured Ratings to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded Georgia-Pacific Corporation's
corporate family and senior unsecured ratings to Ba1 and Ba2 (from
Ba2 and Ba3) respectively.  Moody's continued its practice of
rating debt that is issued or guaranteed by GP's Fort James
Corporation subsidiary at a level equivalent with the Corporate
Family Rating, with all other debt rated one notch below.

At the same time, Moody's affirmed GP's Speculative Grade
Liquidity Rating at SGL-2, indicating good liquidity.  The rating
action reflects recent debt reduction activity, management's
commitment to achieve "investment grade metrics," and expectations
of good free cash flow generation.  Given macro economic risks
that may result in suppressed margins and a slower pace of future
debt reduction, the outlook was restored to stable.

Ratings Upgraded:

  Georgia-Pacific Corporation:

     -- Corporate family rating: to Ba1 from Ba2
     -- Senior unsecured: to Ba2 from Ba3

  Fort James Corporation:

     -- Senior Unsecured: to Ba1 from Ba2

  G-P Canada Finance Company:

     -- Backed senior unsecured: to Ba2 from Ba3

  Fort James Operating Company:

     -- Backed senior unsecured: to Ba1 from Ba2

Rating Affirmed:

  Georgia-Pacific Corporation:

     -- Speculative Grade Liquidity Rating: SGL-2

Outlooks Changed:

  Georgia-Pacific Corporation:

     -- Outlook: Stable

  Fort James Corporation:

     -- Outlook: Stable

  G-P Canada Finance Company:

     -- Outlook: Stable

  Fort James Operating Company:

     -- Outlook: Stable

The Ba1 corporate family rating continues to be influenced
primarily by elevated financial leverage remaining from earlier
acquisition activity.  The other significant influence
constraining the rating relates to risk that future results may be
suppressed by a combination of off-shore economic activity causing
input costs to remain elevated while output prices decline in
response to a cyclical decrease in North American demand.

In addition, the company's results have been subject to several
shocks related to asbestos exposure, and there is no conclusive
evidence that further shocks will not occur.  While GP's credit
metrics have improved and now compare favorably to those of
certain higher rated companies in the sector, many of these
issuers continue to have the flexibility to pay-down debt from the
proceeds of asset sales.  As a company that has already monetized
its timberlands and various non-core operations, GP has already
consumed its flexibility.  This implies that incremental debt
reduction will depend primarily on operating cash flow, which as
noted, may be susceptible to downside risks, and, since GP
participates in very competitive markets, it is difficult to
improve margins.  

However, the ratings benefit significantly from the company's
recent debt reduction initiatives, and management's "commitment to
achieving investment grade metrics" in support of corporate
strategic goals.  While Moody's views margins in all of the
company's segments as being cyclical, recent margin expansion in
the key consumer products segment may prove to be sustainable.
This likelihood is increased given the company's very significant
presence in this market, a factor that may also limit
vulnerability during a cyclical downturn.  Lastly, the company
also has good liquidity arrangements and superior access to the
capital markets.

GP's debt has been stratified since the acquisition of Fort James,
with Fort James' debt benefiting from a down-stream guarantee
provided by GP.  However, Fort James provides an upstream
guarantee of only certain GP indebtedness.  Accordingly, Moody's
has continued the practice of rating the mutually guaranteed debt
at the corporate family level, while rating the un-guaranteed GP
debt one notch below.

GP's Speculative Grade Liquidity rating is SGL-2, indicating good
liquidity, and is supported by the company's committed sources of
financing and good cash flow profile.  The company's primary
external source of liquidity is its senior unsecured $2.5 billion
bank credit agreement that matures in July of 2009 (comprised of
the $2.0 billion revolving facility and a $500 million outstanding
term loan).  GP also has an $800 million committed accounts
receivable securitization facility that matures in December of
2005.

At the end of the second quarter of 2005, GP had $1.3 billion of
available liquidity comprised of $1.1 billion of availability
under the bank line and $212 million under the receivables
facility.  In the current business environment, with virtually all
of the company's product lines experiencing good financial
results, liquidity is augmented by favorable cash flow generation.
GP is comfortably in compliance with all financial covenants and
Moody's estimates the company could access the entire unused
amount of the facility without violating financial covenants.
Barring unexpected asset write-offs or accruals for asbestos-
related expenses for example, GP is not likely to be constrained
in accessing its third party liquidity.  In addition, term debt
maturities are manageable, with internally generated cash flow
likely being sufficient to allow repayment.

The outlook is stable.  With the above-noted risk that input costs
may be permanently elevated while output prices are susceptible to
decline, margin pressure may dramatically slow the rate of free
cash flow generation.  Accordingly, at this stage of the business
cycle, Moody's is cautious and views the balance of factors as
warranting a stable outlook.

GP's ratings could be placed on review for further upgrade to
investment grade if:

   1) it appears that the company will be able to achieve average    
      through the cycle credit metrics commensurate with an
      investment grade profile, i.e. Retained Cash flow to Total
      Adjusted debt ("RCF/TD") nearing 20% and the commensurate
      (RCF - CapEX)TD figure nearing 10%;

   2) solid liquidity arrangements are maintained;

   3) asbestos liabilities are contained; and

   4) the company substantially eliminates the current structural
      subordination that exists in its debt structure.

Reciprocally:

   1) should it appear that GP is able to achieve average through
      the cycle credit metrics of materially less than 15% for
      RCF/TD and 5% for (RCF-CapEx)/TD;

   2) if liquidity arrangements deteriorate materially;

   3) asbestos liabilities increase suddenly and substantially; or

   4) a debt financed acquisition transpires, the rating may be
      susceptible to downgrade.

Georgia-Pacific Corporation, headquartered in Atlanta, Georgia, is
a global leader in tissue and other consumer products, and has
significant operations in:

   * building products,
   * packaging, and
   * fine paper.


GLOBUS INT'L: OPIC Loan Expiration Freezes Russia Project
---------------------------------------------------------
In a Form 8-K filing with the Securities and Exchange Commission
on Aug. 31, 2005, Globus International Resources Corp. reported
that its loan agreement with the Overseas Private Investment
Corporation expired on June 15, 2005.  The Company received a
letter from OPIC on Aug. 8 stating that OPIC won't renew the
expired commitment nor consider further loan applications with the
Company.

                  Atlantic Investment Agreement

On April 2003, the Company executed an agreement with Atlantic
Investment ApS in which Atlantic Investment subscribed to 2
million shares of common stack of the Company at $2 per share
totaling $4 million.  Atlantic Investment also obtained a right to
approve the owners of the 49% minority interest in a subsidiary
Globus Cold Storage limited liability company, established for the
purpose of constructing and operating cold storage facilities in
Moscow, Russia.

Globus International reports that of the $4 million in total
subscription, $1,010,350 was received by the Company in April, May
and June of 2003.  The Company also says that the remaining
$2,989,650 of the subscription was to be paid to the Company if
and when the Company receives debt financing of approximately
$5 million for a public storage facility.  Under the agreement, if
the Company is unable to obtain a loan approval, Atlantic
Investment has the right to return the 2 million shares and demand
the return of the $1,010,350.

Because OPIC did not renew its loan agreement with the Company,
management believes that the Company will be unable to secure
alternative financing to complete it planned construction of the
cold storage facility in Moscow, Russia.  The Company says that
consequently, the material term of the agreement may be deemed to
have not been met by the Company and Atlantic Investment may try
to exercise its option to rescind its subscription agreement for
the 2 million shares.

Globus International Resources Corp. primarily exports food
products, construction supplies, stationary supplies and various
other tangible goods from manufacturers in Western Europe to
customers in Russia and the Ukraine.  Globus International has two
subsidiaries, Shuttle International and Globus Cold Storage
limited liability company.  Shuttle International is a wholly
owned subsidiary of GBIR and primarily exports auto parts and
clothing from manufacturers in the United States to customers in
Russia and the Ukraine.  Globus Cold Storage is a 51% owned
subsidiary of Globus International.

                       *     *     *

                     Going Concern Doubt

Micheal T. Studer CPA, P.C., expressed substantial doubt about
Globus International Resources Corp.'s ability to continue as a
going concern after it audited the Company's restated financial
statements for the year ended Sept. 30, 2003.  The auditing firm
points to the Company's substantial losses from operations and
stockholders' deficit.

Prior to the filing of its amended 2003 Annual Report on Aug. 31,
2005, the Company filed its first quarter 2005 financial
statements on Feb. 10, 2005.

For the year ended Sept. 30, 2004, the Company's balance sheet
showed a positive stockholders' equity of $1,097,881, compared to
a stockholders' deficit of $2,077,161 at Sept. 30, 2003.


GLOBUS INTERNATIONAL: Restating 2003 and 2004 Financials
--------------------------------------------------------
Globus International Resources Corp. reported that it would
restate its consolidated financial statements commencing in the
period ended June 30, 2003, and the years ended Sept. 30, 2003,
and 2004.  The Company disclosed that it is making changes to its
2004 financial statements similar to the ones made in the amended
2003 Annual Report filed with the Securities and Exchange
Commission on Aug. 31, 2005.

The Company said that payments received from Atlantic Investment
ApS totaling $1,010,250 in the three months ended June 30, 2003,
were previously recorded as stockholders' equity.  The Company
believes that the payment should have been recorded as a liability
to Atlantic Investment.

The Company also reported that subsequent to the filing of its
Annual Report for the year ended Sept. 30, 2003, the Company
learned that one of its Russian customers had greater financial
difficulties existing at Sept. 30, 2005, than what the Company
previously believed.  The Company said that at Sept. 30, 2003, it
had $963,730 unreserved accounts receivable balance from the said
customer.

The impact of these adjustments on the Company's balance sheet at
Sept. 30, 2003, will be:

    * a decrease in accounts receivable from $4,758,144 to an
      adjusted amount of $792,314 (a decrease of $3,965,830);

    * a decrease in total assets from $5,871,902 to an adjusted
      amount of $1,906,072 (also a decrease of $3,965,830);

    * the addition of a liability to Atlantic of $1,010,350;

    * a decrease in the reserve for 49% voting minority interest
      in GCS subsidiary from $1,960,000 to an adjusted amount of
      $0; and

    * a reduction in stockholders' equity from $939,019,
      to a deficit of $2,077,161, a decrease of $3,016,180.

Similarly, for the year ended Sept. 30, 2003:

    * net sales will decrease from $9,824,033 to $6,803,062;

    * cost of goods sold will decrease from $9,342,573 to
      $6,352,923;

    * the provision for doubtful accounts will increase from
      $1,129,016 to $2,073,875;

    * the net loss will increase from $963,054 to $1,939,234; and

    * net loss per share will also increase from $0.153 per share
      to a loss of $0.309 per share.

Globus International Resources Corp. primarily exports food
products, construction supplies, stationary supplies and various
other tangible goods from manufacturers in Western Europe to
customers in Russia and the Ukraine.  Globus International has two
subsidiaries, Shuttle International and Globus Cold Storage
limited liability company.  Shuttle International is a wholly
owned subsidiary of GBIR and primarily exports auto parts and
clothing from manufacturers in the United States to customers in
Russia and the Ukraine.  Globus Cold Storage is a 51% owned
subsidiary of Globus International.

                       *     *     *

                     Going Concern Doubt

Micheal T. Studer CPA, P.C., expressed substantial doubt about
Globus International Resources Corp.'s ability to continue as a
going concern after it audited the Company's restated financial
statements for the year ended Sept. 30, 2003.  The auditing firm
points to the Company's substantial losses from operations and
stockholders' deficit.

Prior to the filing of its amended 2003 Annual Report on Aug. 31,
2005, the Company filed its first quarter 2005 financial
statements on Feb. 10, 2005.

For the year ended Sept. 30, 2004, the Company's balance sheet
showed a positive stockholders' equity of $1,097,881, compared to
a stockholders' deficit of $2,077,161 at Sept. 30, 2003.


HAROLD'S STORES: Ernst & Young Looks at Interim CEO & Resigns
-------------------------------------------------------------
Harold's Stores, Inc. (Amex: HLD) disclosed the resignation of
Ernst & Young LLP as the Company's independent registered public
accounting firm.  E&Y advised the Company's Audit Committee that
the sole reason for its resignation was its unwillingness to
accept a management representation letter required to be signed by
the Company's interim Chief Executive Officer in connection with
the Company's Form 10-Q for the second quarter if Mr. Leonard
Snyder remains as interim CEO.

E&Y's unwillingness results from a recent filing of a Securities
and Exchange Commission civil action against Mr. Snyder with
respect to matters unrelated to the Company.  E&Y did not complete
its review of the Company's financial statements included in the
Company's Form 10-Q for the second quarter, which was filed
simultaneously with the SEC.  That review is required by SEC Rule
10-01(d) of Regulation S-X.  The Company's Audit Committee will
immediately begin a search for a new independent auditor.

                     Civil Complaint

The SEC complaint was filed on Aug. 25, 2005, in the United States
District Court, District of South Carolina, Spartanburg Division
against Mr. Snyder and certain other former officers of One Price
Clothing Stores, Inc., alleging various violations of the federal
securities laws relating to alleged overstatements of One Price's
inventory levels in 2003.  The SEC's complaint seeks injunctive
relief, unspecified disgorgement, civil penalties and an order
barring each defendant from serving as an officer or director of
other public companies.  At the time, Mr. Snyder was the chief
executive officer of One Price in 2003 prior to his resignation in
September of that year.  One Price operated a chain of discount
retail clothing stores and filed a voluntary bankruptcy petition
in February 2004.  Mr. Snyder and other officers of One Price have
also been named as defendants in a civil action filed by Sun One
Price, LLC, an equity investor in One Price, in September 2004 in
the United States District Court for the Southern District of
Florida, making similar allegations and seeking monetary damages.

Mr. Snyder has advised the Board that he denies the allegations
and intends to vigorously defend the allegations in these actions.  
The Board believes Mr. Snyder has made a significant contribution
since becoming interim Chief Executive Officer and has conducted
an initial evaluation of the circumstances associated with these
complaints to determine what actions if any are appropriate for
the Company.  This evaluation included the retention of separate
counsel to advise the Board with respect to the potential merits
of the SEC complaint.  The Board will continue its evaluation as
the resolution of these matters progresses.  Based on its initial
evaluation and unless further evaluation reveals new information,
the Board determined that it was in the best interest of the
Company that Mr. Snyder continue in his position as interim Chief
Executive Officer of the Company, recognizing that such decision
would result in E&Y's resignation.

Founded in 1948 and headquartered in Dallas, Texas, Harold's
Stores, Inc., currently operates 41 upscale ladies' and men's
specialty stores in 21 states.  The Company's Houston locations
are known as "Harold Powell."


HAROLD'S STORES: Equity Deficit Widens to $12.4 Mil. at July 30
---------------------------------------------------------------
Harold's Stores, Inc., delivered its quarterly report on Form
10-QSB for the quarter ending July 30, 2005, to the Securities and
Exchange Commission on Sept. 19, 2005.  

The Company reported a $2,893,000 net loss on $20,298,000 of net
sales for the second quarter.  At July 30, 2005, Harold's balance
sheet showed $12.4 million in stockholders' deficit, compared to a
$9.6 million deficit at Jan. 29, 2005.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?1a6

Founded in 1948 and headquartered in Dallas, Texas, Harold's
Stores, Inc., currently operates 41 upscale ladies' and men's
specialty stores in 21 states.  The Company's Houston locations
are known as "Harold Powell."


HITCHCOCK INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hitchcock Industries, Inc.
        8701 Harriet Avenue South
        Bloomington, Minnesota 55420

Bankruptcy Case No.: 05-46480

Type of Business: The Debtor is a high quality aluminum and
                  magnesium castings supplier for the aerospace
                  industry.  See http://www.hitchcockusa.com/

Chapter 11 Petition Date: September 19, 2005

Court: District of Minneapolis

Judge: Nancy C. Dreher

Debtor's Counsel: James L. Baillie, Esq.
                  Frederick & Byron, P.A.
                  4000 Pillsbury Center
                  Minneapolis, Minnesota 55402-1425
                  Tel: (612) 492-7000
                  Fax: (612) 492-7077

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Blumenthals, Inc.                Goods/Services         $345,322
P.O. Box 270107
Minneapolis, MN 55427-6107
Attn: Allen Blumenthal
Tel: (800) 704-5279

Mars Co.                         Goods/Services         $269,687
215 East 78th Street
Bloomington, MN 55420-1249
Attn: Credit Manager
Tel: (952) 884-9388

North Star Imaging               Goods/Services         $207,062
19875 South Diamond Lake Road
Suite 10
Rogers, MN 55374-4594

Reade Manufacturing              Goods/Services         $167,503
100 Ridgeway Boulevard
Lakehurst, NJ 08759-5702

Toll Co.                         Goods/Services          $99,989
3005 Niagara Lane
Plymouth, MN 55447

Carpenter Brothers, Inc.         Goods/Services          $82,795
4555 West Schroeder Drive
Milwaukee, WI 53223

Rice Ind.                        Goods/Services          $44,562
424 Apollo Drive
Lino Lake, MN 55014-3000

Fastenal Co.                     Goods/Services          $41,893
7910 12th Avenue South
Bloomington, MN 55425-1013

Unimin Corp.                     Goods/Services          $38,396
258 Elm Street
New Canaan, CT 06840

Stewarts Forest Products         Goods/Services          $37,340
P.O. Box 422
Brainerd, MN 56401-0422

Elvin Safety                     Goods/Services          $31,312
Lockbox 3584
P.O. Box 948
Minneapolis, MN 55440-0948

Wolkerstorfer, Inc.              Goods/Services          $28,165
348 First Street Southwest
New Brighton, MN 55112-7701

Extrude Hone                     Goods/Services          $13,570
One Industry Boulevard
P.O. Box 1000
Irwin, PA 15642-2794

Bodycote IMT                     Goods/Services          $12,874
200 Industry Lane
Princeton, KY 42445-2422

Minneapolis Oxygen               Goods/Services          $11,995
3842 Washington Avenue North
Minneapolis, MN 55412-2142

Westmoreland Mech. Testing       Goods/Services           $9,346
P.O. Box 388
Youngstown, PA 15696

Discount Steel                   Goods/Services           $7,342
216 27th Avenue North
Minneapolis, MN 55411-1612

Packaging Distribution Services  Goods/Services           $6,592
990 Apollo Road
Eagan, MN 55121

Pyrotek, Inc.                    Goods/Services           $6,167
4447 East Park 30 Drive
Columbia City, IN 46725-8872

Grainger Industrial Supply       Goods/Services           $4,401
5620 International Parkway
New Hope, MN 55428-3047


HLI OPERATING: Moody's Junks $161 Million Sr. Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of HLI Operating
Company, Inc.'s Corporate Family and Senior Secured First Lien to
B3 from B1, 2nd lien term loan to Caa1 from B2, and senior
unsecured to Caa3 from B3.  The actions flow from:

   * the weak operating results and negative free cash flow of the
     company's first half;

   * lowered guidance on EBITDA and free cash flow generation for
     the full year; and

   * current levels of indebtedness which are above prior
     expectations.

Consequently, coverage ratios have materially weakened and
financial leverage has increased.  The company's margins have been
adversely affected by lower production volumes, particularly SUVs
and light pick-up trucks on which the company has had higher
content, and ongoing pricing pressure from customers in addition
to agreed price-downs and higher raw material costs (principally
steel and aluminum).  While the company anticipates that operating
conditions will improve in the second half due to seasonal
production patterns, new business awards coming on stream, and its
profitable international business, pricing pressures are likely to
intensify as OEMs seek additional concessions and productivity
commitments from their supply base.

The rating actions also incorporate:

   * the uncertain environment for automotive production in
     North America for the balance of 2005 and 2006 in the wake of
     higher petroleum prices;

   * the effect of hurricane Katrina on general economic
     conditions;

   * the cessation of significant incentive programs by major OEMs
     and the impact these factors may have on automotive build
     rates; and

   * in particular Hayes Lemmerz's key vehicle platforms, over the
     intermediate term.

The outlook is stable at the lower rating reflecting an adequate
liquidity profile in the short term.

Ratings downgraded:

   * 1st Lien $354.5 million Senior Secured term loan to B3
     from B1

   * 1st Lien $100 million Senior Secured revolving credit to B3
     from B1

   * 2nd Lien $150 million Term loan to Caa1 from B2

   * Senior Unsecured notes ($161.7 million outstanding) to Caa3
     from B3

   * Corporate Family to B3 from B1

Hayes Lemmerz is the holding company for operating entities in the
US and internationally and is the issuer of all rated obligations.
It is indirectly wholly owned by Hayes Lemmerz International, Inc.

Hayes Lemmerz had negative free cash flow in the first half of
2005 of approximately $72 million (excluding impact of
securitization).  Balance sheet indebtedness and use of the
account receivable securitization facility in aggregate increased
roughly 10% to $772 million at July 31, 2005 from January 31 year-
end levels.  The company lowered its guidance on full year
adjusted EBITDA to approximately $190-$205 million from $220-$235
million, a decline of 13% from the midpoint of the respective
ranges.

Similarly, free cash flow guidance for the full year of negative
$45-$60 million implies positive free cash for the second half of
$12-$27 million, and, in part, results from a decrease in planned
capital expenditures of $15 million.  Using Moody's standard
adjustments for pensions, operating leases and account
securitization, debt/LTM EBITDA at July 31, 2005 was just under 6
times, and EBIT/Interest was negative.  Although incremental
volume may develop in the second half as new business rolls-out,
operating profitability adjusted for impairments, restructuring
and other unusual charges is expected to remain weak.  The
company, along with other automotive suppliers, will continue to
face pricing pressure from major OEMs.  Current credit metrics are
more reflective of a B3 Corporate Family rating.

Hayes Lemmerz continues with profitable international operations
which serve local markets as well as a source of lower cost
product to fulfill its business awards with major customers in
North America and Europe.  In 2004 the traditional Big 3 North
American OEMs represented 44% of revenues.  International
operations accounted for 51% revenue in 2004 and over 100% of
reported GAAP pre-tax income (domestic operations incurred a
loss).

Similarly, the international operating subsidiaries constitute the
bulk of the non-guaranteeing subsidiaries in the structure of the
company's debt obligations.  Non-guaranteeing subsidiaries
accounted for approximately 75% of consolidated operating profits
for the year ending January 31, 2005 (over 100% for the first half
of 2005), and some 99% of consolidated cash flow from operations
for 2004 (100% plus in the first half of 2005).  Over 90% of
balance sheet debt is at Hayes Lemmerz.  The ability to service
this debt will be dependent upon the company's liquidity from
existing cash ($38.5 million at July 31), committed funded sources
and the ability to efficiently distribute funds from its
international operations to the parent.

The outlook is stable at the lower rating level.  However,
uncertainty associated with automotive production volumes for 2006
has increased and coverage ratios are anticipated to remain weak.
In the short term, the company's cash generation is expected to
stabilize.  The one time impact of elimination of customer early-
pay programs has passed and future capital expenditures have been
reduced.  The company's liquidity is currently supported by its
$100 million revolving credit (nothing borrowed at July 31 but
approximately $18 million of LCs issued under its commitment), and
a $75 million accounts receivable securitization facility with a
current expiry in December 2007 ($43 million was utilized at the
end of July).

The company was in compliance with financial covenants at July 31,
2005 applicable in the senior secured 1st lien facilities and the
securitization facility with modest room under both the leverage
and EBITDA/Interest tests.  At the end of the second quarter, the
company's short term debt and current maturities of long-term debt
were $8 million.  The company continues to explore the potential
sale of its hubs & drums business which could add to its liquidity
position.

The B3 rating on the senior secured credit facilities reflects
their senior most position in the capital structure inclusive of
collateral and both up-streamed guarantees from domestic
subsidiaries and down-streamed guarantees from holding companies
above Hayes Lemmerz.  Secured indebtedness represented
approximately 75% of balance sheet obligations at July 31, with
first lien claims accounting for roughly 50%.  As a result first
lien facilities are rated level with the Corporate Family rating.
The 2nd lien term loan rating of Caa1 represents its junior claim
on the assets.  The senior unsecured rating of Caa3 reflects a
widening of notching at this risk level and their comparable
position with significant amounts of trade credit.  Both the 2nd
lien term loan and unsecured notes have the same collection of
guarantees as the 1st lien debt.

Developments which could lead to higher ratings include:

   * enhanced profitability and cash flows resulting from improved
     volumes and stabilized pricing, particularly in North
     America, that would cause EBIT/Interest coverage reaching
     1.25 times;

   * debt/EBITDA reverting to 5 times or less; and

   * free cash flow/debt reaching 5% or higher.

Developments that could lead to lower ratings include:

   * continued negative free cash flow resulting in higher
     leverage with debt/EBITDA exceeding 7 times;

   * EBIT/Interest remaining less than 1 time for a significant
     period; and/or

   * a diminishing liquidity profile.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of:

   * steel and aluminum automotive and commercial vehicle
     highway wheels; and

   * aluminum components for:

     -- brakes,
     -- powertrain,
     -- suspension, and
     -- other lightweight structural products.

Worldwide the company has 41 facilities, approximately 11,000
personnel, and had revenues of $2.2 billion in 2004.


HOLLINGER INT'L: Files Financial Statements for 2002 to 2004
------------------------------------------------------------
Hollinger International, Inc., delivered to the Securities and
Exchange Commission its financial statements for the years 2002 to
2004 in an 8-K filing on September 16, 2005.

The Company reported a $234,668,000 net income on $553,938,000 of
net revenues for the year ending December 31, 2004.  At December
31, 2004, the Company's balance sheet shows $1,800,809,000 in
total assets and $152,186,000 stockholders equity.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?19f

                   Significant Events for 2004

Investigations

The Company was and is still involved in a series of disputes,
investigations and legal proceedings relating to transactions
between the Company and certain former executive officers and
certain current and former directors of the Company and their
affiliates.   The Special Committee incurred $60.1 million for the
year ended December 31, 2004, in addition to $10.1 million of
costs incurred for the year ended December 31, 2003, in its
investigations.

The Company has also incurred legal fees and costs of
approximately $18.0 million for the year ended December 31, 2004.

Atkinson Settlement

On April 27, 2004, the Company reached a settlement with Atkinson,
a former director and officer of the Company.  The terms of the
settlement are subject to approval by the Delaware Chancery Court.
Under the settlement with the Company, Atkinson agreed to pay the
Company all the proceeds of the "non-competition" and certain
incentive payments he received plus interest, which totaled
approximately $2.8 million.

Sale of the Telegraph Group

As part of the Company's Strategic Process, on July
30, 2004, the Company completed the sale of the Telegraph Group
for L729.6 million in cash (or approximately $1,323.9 million at
an exchange rate of $1.8145 to L1 as of the date of sale).

On July 30, 2004, the Company used approximately $213.4 million of
the proceeds from the sale of the Telegraph Group to repay in full
all amounts outstanding under its Senior Credit Facility with
Wachovia Bank, N.A. and terminated all derivatives related to that
facility.

Retirement of 9% Senior Notes

In September 2004, the Company retired an additional $3.4 million
in principal amount of the 9% Senior Notes.  The cost of the early
retirement of the 9% Senior Notes is approximately $60.4 million,
consisting of a premium for early retirement, derivative
cancellation fees and related fees. The cost has been reflected in
"Other income (expense) -- net" for the year ended December 31,
2004.

Declaration of Special and Regular Dividends

On December 16, 2004, from the proceeds of the sale of the
Telegraph Group, the Board of Directors declared a special
dividend of $2.50 per share on the Company's Class A and Class B
Common Stock paid on January 18, 2005, to holders of record of the
shares on January 3, 2005, in an aggregate amount of approximately
$226.7 million.

The Chicago Sun-Times Circulation Overstatement

On June 15, 2004, the Company reported that the Audit Committee
was conducting an internal review into practices that resulted in
the overstatement of circulation figures for the Chicago Sun-
Times.

Disposition of Interest in Trump Joint Venture

On June 21, 2004, the Company entered into an agreement to sell
its 50% interest in a joint venture for the development of the
property on which a portion of the Chicago Sun-Times operations
was then situated.  Under the terms of the agreement, the Company
received $4 million upon entering into the agreement and the
balance of approximately $66.7 million, net of closing costs and
adjustments, was received in cash at closing on October 15, 2004.
As a result, the Company recognized a gain before taxes of
approximately $44.2 million in 2004, which is included in "Other
operating costs" in the accompanying Consolidated Statements of
Operations.

CanWest Debentures

In November 2000, the Company and Hollinger L.P., received
approximately Cdn.$766.8 million aggregate principal amount of
12-1/8% Fixed Rate Subordinated Debentures due November 15, 2010,
issued by a wholly owned subsidiary of CanWest called 3815668
Canada Inc.  

Sale of The Jerusalem Post

On December 15, 2004, the Company announced that it had completed
the sale of The Palestine Post Limited.  That company is the
publisher of The Jerusalem Post, The Jerusalem Report and related
publications.  The transaction involved the sale by the Company of
its debt and equity interests in The Palestine Post Limited for
$13.2 million.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

Moody's says the outlook is changed to positive.


HOUTEX I & II: List of 20 Largest Unsecured Creditors
-----------------------------------------------------
Houtex I & II Joint Venture released a list of its 20 Largest
Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Reliant Energy Solutions                       $194,799
    Dept. 0954, P.O. Box 120954
    Dallas, TX 75312-0954

    City of Pasadena                                $39,000
    P.O. Box 1337
    Pasadena, TX 77501-1337

    Centerpoint Energy                              $34,320
    P.O. Box 1325
    Houston, TX 77251-1325

    B&B General Painting & Carpet                   $26,082

    Alex Painting & Services                        $14,164

    Waste Management Pasadena                        $7,429

    Advanced Foundation Repair                       $7,080

    Rentport, Inc.                                   $3,027

    Camp Roofing, Ltd.                               $2,490

    For Rent Magazine                                $2,182

    Lumsden & McCormick                              $1,800

    Apartment Data Services                          $1,680

    Olympic Pools, Inc.                              $1,218

    Reliant Energy                                   $1,046

    Grogan & Brawner, P.C.                           $1,028

    Apple Termite and pest Control, Inc.               $883

    Gateman, Inc.                                      $593

    RAO Company                                        $471

    G.O. Plumbing Services, Inc.                       $455

    Bay Area Apartment Locators                        $424             

Headquartered in Pasadena, Texas, Houtex I & II Joint Venture
filed for chapter 11 protection on Aug. 2, 2005 (Bankr. S.D. Tex.
Case No. 05-41953).  Weldon Leslie Moore, III, Esq., at Creel &
moore, L.L.P., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets between $1 million to $10 million and estimated
debts between $100,000 to $500,000.


INEX PHARMACEUTICALS: Noteholders Declare Default & Demand Payment
------------------------------------------------------------------
Stark Trading and Shepherd Investments International Ltd., the
majority holder of the convertible debt issued by Inex
Pharmaceuticals Corporation's (TSX: IEX) subsidiary, Inex
International Holdings Ltd., issued a demand letter to INEX
alleging a default under the convertible notes.  Stark has
demanded repayment in the amount of US$24.6 million to be repaid
by Sept. 21, 2005.

INEX and Inex International do not believe the notes are in
default and intend to oppose any action taken by Stark.

As of June 30, 2005, Inex International owes approximately
US$32.7 million in certain promissory notes originally issued to
Elan Corporation plc in April 2001.  These notes were purchased by
certain institutional investors from Elan in April 2004.  The debt
is comprised of an exchangeable note and a development note.  The
notes are repayable in April 2007 at INEX's option in cash, in
shares of INEX or a combination of both cash and shares.  There is
no cash interest payable during the term of the notes.  Between
now and maturity, the notes can be converted, at the holder's
option, into INEX shares, at predetermined conversion prices of
US$5.71 and US$5.07 for the exchangeable note and development
note, respectively.

Since December 2004, INEX has held a number of discussions with
Stark, as the majority note holder, to determine if an agreement
on a restructuring of the notes could be reached.  To date these
discussions have been unsuccessful in reaching an agreement to
restructure the notes.

In its demand letter, Stark has indicated that it believes the
notes are in default on the basis that:

  (a) it has been admitted to Stark in writing that INEX and
      Inex International are unable to pay or are generally
      failing to pay their debts as they mature or become due;

  (b) INEX and Inex International are unable to pay their debts in
      the normal course of business; and
   
  (c) INEX and Inex International are ceasing wholly or
      substantially to carry on business.

At June 30, 2005, INEX had $15.2 million in working capital and is
committed to ensuring that this capital will be sufficient to
ensure INEX and Inex International can pay all of their debts in
the normal course of business well past the maturity date of the
notes.  INEX is also carrying on business and intends to continue
to carry on business of maximizing the value of its assets.

Inex Pharmaceuticals Corporation -- http://www.inexpharm.com/--  
is a Canadian biopharmaceutical company developing and
commercializing proprietary drugs and drug delivery systems to
improve the treatment of cancer.


IRVING TANNING: Meriturn Partners Completes Acquisition
-------------------------------------------------------
Meriturn Partners, LLC, completed the reorganization and
acquisition of Irving Tanning Company.  The Hartland, Maine-based
side and shoe leather tannery had been operating under Chapter 11
bankruptcy protection since March 17, 2005.  Meriturn signed an
Investment Agreement with Irving and its former secured lender,
TD Banknorth on June 15 for 100% of the stock of Irving, and on
July 26th received bankruptcy court approval for its Plan of
Reorganization, which enabled the transaction to proceed.

Over $14.5 million of new equity and debt capital was arranged by
Meriturn for the transaction, with acquisition and working capital
financing provided by Wells Fargo Business Credit.  Meriturn also
worked closely with state and local officials to strengthen
Irving's capital structure:

   -- a Debtor-In- Possession loan was provided by the Maine
      Department of Economic and Community Development;

   -- subordinated debt was provided by the Finance Authority of
      Maine;

   -- secured term financing was structured by the Maine Rural
      Development Authority; and

   -- a term loan guaranty was provided by the Maine USDA Rural
      Development Agency.

It is also contemplated that further subordinated financing may be
provided by the Eastern Maine Development Corporation; approval
from the EMDC is still pending.  Several members of management
also co-invested with Meriturn and will be shareholders in the
reorganized Irving.

"This has been a long and difficult bankruptcy for Irving's
employees, customers, and community," Irving's CEO Richard
Larochelle said.  "We are thankful to all of our constituents for
their patience and support through this process, and are very
excited about our new partnership with Meriturn.  Together, we
have developed a turnaround plan and built a capital structure
that will enable Irving to compete and thrive on a global basis.  
We believe we have a facility and a workforce second to none in
this industry; and we will continue to supply our customers with
the world-class American leather for which Irving has been known
for 80 years."

Meriturn's Partner Mark Kehaya commented: "We are pleased to bring
this long and complex transaction to a successful conclusion.  
Together with Richard Larochelle and his team's leadership, we
look forward to earning back the trust and commitment of our
customers, suppliers, and employees, making the company profitable
once again, and delivering on the full potential of Irving Tanning
Company.  We also want to extend our tremendous appreciation to
Governor Baldacci and the Congressional Delegation from Maine for
their tireless assistance; we could not have completed the
transaction without their involvement and guidance."

Meriturn Partners -- http://www.meriturn.com/-- invests in  
middle-market restructuring and turnaround opportunities.  
Meriturn works with lenders, shareholders, and management teams to
enhance the survivability and growth of companies experiencing
operational or financial difficulties.  Our professionals have
built their careers developing solutions to dynamic and complex
corporate problems, and have overseen over 100 restructurings,
turnarounds, transactions, and strategic assignments worth over
$10 billion. Meriturn has offices in San Francisco, Calif. and
Raleigh, N.C.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather     
to global footwear, handbag and personal leather goods industries.  
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


KALIMATA INC: List of 15 Largest Unsecured Creditors
----------------------------------------------------
Kalimata Inc. released a list of its 15 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
BLX Capital LLC               1st Lien                $1,310,000
645 Madison Avenue            Value of security:
19th Floor                    $1,100,000
New York, NY 10022
  
U.S. Small Business           2nd Lien                  $792,600
Administration
Dallas/Fort Worth District
Office
4300 Amon Carter Boulevard
Suite 114
Fort Worth, TX 76155

GOBU, Inc.                    3rd Lien                  $330,000
6267 Greenville Avenue
Dallas, TX 75231

Tedco                         4th Lien                   $75,000

Frontier Leasing Corp.        Business debt              $75,000

Bank of America NA            Business debt              $50,000

City of Dallas                                           $34,000

Direct Energy                 Business debt              $17,384

County of Dallas                                         $10,000

Harrison Company              Business debt               $7,000

A to Z Wholesale Company      Business debt               $5,000

Half-Price Cash Checking      Business debt               $4,000

North Central Distributors    Business debt               $3,500
Inc.

Muzak                         Business debt               $1,135

Tedco                         Business debt                   $0                        


Headquartered in Dallas, Texas, Kalimata Inc. filed for chapter 11
protection on Aug. 1, 2005 (Bankr. N.D. Tex. Case No. 05-38641).  
Joyce W. Lindauer, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between $1
million to $10 million.


KEY ENERGY: Senior Noteholders Accelerate Debt Following Default
----------------------------------------------------------------
Cede & Co., acting at the request of holders of $51 million in
principal amount of Key Energy Services, Inc.'s (OTC Pink Sheets:
KEGS) $150 million 6.375% Senior Notes due 2013, has delivered a
notice which purports to be a "notice of acceleration."

As previously disclosed, holders of 25% or more of the outstanding
principal balance of the Notes have the right to accelerate the
Notes and demand immediate payment of them as a result of the
Company's failure to file its Annual Report on Form 10-K for the
year ended Dec. 31, 2003, within the periods permitted under the
indenture, as amended.  The Company believes that the notice is
defective in certain respects.  If and when the Company receives a
valid notice of acceleration and demand for payment, the Company
will pay the outstanding principal and accrued interest on the
Notes.

                      Credit Facility

In addition, the Company obtained a $547.25 million Senior Credit
Facility in July 2005, which includes a $400 million seven-year
Delayed Draw Term Loan B Facility.  The Delayed Draw Term Loan B
Facility is available to repay the 6.375% Notes.  If and when the
Company is required to repay the Notes, the Company will borrow
$150 million under this Facility to repay the outstanding
principal of the Notes.  The Company will also pay accrued
interest on the Notes, which it will fund from cash on hand.  
At Sept. 15, 2005, cash and short-term investments totaled
approximately $102 million.

As a result of the failure to file the 2003 Form 10-K report, the
holders of the Company's 8.375% Senior Notes due 2008 also have
the right to accelerate the notes and demand repayment in full.  
To date, the Company has not received any notice of acceleration
with respect to these notes.  The balance of the Delayed Draw Term
Loan B Facility is available to repay these notes, if necessary.

                    Financial Restatements

As reported in the Troubled Company Reporter on Aug. 19, 2005, the
Company disclosed that it continues to make progress on the  
restatement and believes that it has substantially completed its  
financial statements for the fiscal year ending Dec. 31, 2003, and  
prior periods covered by the restatement.  The Company and its  
auditors are currently reviewing the financial statements for  
accuracy and completeness.     

While the auditors are completing their work, the Company will,  
among other things, finalize its income tax computations for the  
restatement periods and finalize supporting documentation for a  
number of the accounting treatments in the restatement.  The  
Company cannot estimate how long it will take its auditors to  
complete their review of the Company's financial statements and  
for the Company to file its Annual Report on Form 10-K for 2003.   
The timing for filing could be affected by adjustments resulting  
from the work of the Company's auditors.

Key Energy Services, Inc. is the world's largest rig-based well  
service company.  The Company provides oilfield services including  
well servicing, contract drilling, pressure pumping, fishing and  
rental tools and other oilfield services.  The Company has  
operations in all major onshore oil and gas producing regions of  
the continental United States and internationally in Argentina.

                        *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,   
Standard & Poor's Ratings Services revised the CreditWatch   
implications on its 'B-' corporate credit rating on Key Energy   
Services Inc. to developing from negative.   

As reported in the Troubled Company Reporter on June 17, 2005,   
Moody's Investors Service continues to leave Key Energy Services'  
ratings on review for downgrade pending the filing of its 2003,  
2004 and 2005 financial statements.  Though receiving a notice of  
default on June 7, 2005, from the trustees on behalf of both the  
6.375% and the 8.375% noteholders, Moody's is currently not taking  
any ratings action as the company has procured a commitment for a  
new financing package from Lehman Brothers which, combined with  
the company's cash balances, appears sufficient to refinance  
essentially all of Key's existing debt.  

The notice of default stems from the company not meeting its  
recent waiver from the bondholders and bank lenders to file its  
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,  
the company now has 60 days to cure the default (by August 5,  
2005, at which time the trustee or 25% of each class of  
noteholders will have the right to accelerate each series of  
notes.


KREATION KRAFT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kreation Kraft, Inc.
        1908 Mahoning Road, Northeast
        Canton, Ohio 44708

Bankruptcy Case No.: 05-65874

Type of Business: The Debtor offers store design and project
                  management services.
                  See http://www.kreationkraft.com/


Chapter 11 Petition Date: September 20, 2005

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Howard E. Mentzer, Esq.
                  Mentzer & Mygrant Ltd.
                  1 Cascade Plaza, Suite 1445
                  Akron, Ohio 44308
                  Tel: (330) 376-7500
                  Fax: (330) 376-8018

Total Assets: $1,366,167

Total Debts:  $3,843,138

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Independent Wholesale         Trade debt                 $70,440
6320 Promway Avenue NW
Canton, OH 44720

Crosco Wood Products          Trade debt                 $60,000
10258 South Kansas Road
Fredericksburg, OH 44627

Chase Bank (Bank One)         Credit cards               $46,971
P.O. Box 15153                acct # 4366133053929096
Wilmington, DE 19886          & 4246311254140450

MBNA America                  Credit card                $27,557

GE Capital Financial          Credit card                $27,250

Distributor Service, Inc.     Trade debt                 $26,659

Tipping Co.                   Legal Services             $25,516

Atlas Van Lines               Trade debt                 $23,168

Bennett Supply Company        Trade debt                 $22,368

Tradesman International       Trade debt                 $21,976

SBC - Advertising             Advertising Accounts -     $18,255
                              330R0153323168 and
                              330R0309981818

Metal Mouldings               Trade debt                 $17,840

Stylmark, Inc.                Trade debt                 $15,182

Douglas Johnson & Associates  Oakland County             $15,000
                              Circuit Court
                              Case No. 02041180CK

J.C. Moag                     Trade debt                 $14,980

Tusco Display                 Trade debt                 $14,588

Baird Brothers Sawmill        Trade debt                 $12,453

Bruner Cox, LLP               Trade debt                 $12,385

Specialized Transportation    Trade debt                 $11,835

Viking Glass Company          Trade debt                 $10,553


KUHN INDUSTRIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Kuhn Industries, Inc.
        P.O. Box 2547
        Wichita Falls, Texas 76307

Bankruptcy Case No.: 05-70881

Type of Business: The Debtor fabricates metals.

Chapter 11 Petition Date: September 20, 2005

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Ronald L. Yandell, Esq.
                  Law Offices of Ron L. Yandell
                  705 Eighth Street, Suite 720
                  Wichita Falls, Texas 76301
                  Tel: (940) 761-3131
                  Fax: (940) 761-3133

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


LENNOX INT'L: Board Authorizes Repurchase of 10 Million Shares
--------------------------------------------------------------
The Board of Directors for Lennox International Inc. (NYSE: LII)
authorized the repurchase of up to ten million shares of its
common stock and has terminated a prior repurchase authorization
that was announced Nov. 2, 1999.  Purchases under the stock
repurchase program will be made on an open-market basis at
prevailing market prices.  

The timing of any repurchases will depend on market conditions,
the market price of LII's common stock, and management's
assessment of the company's liquidity needs and investment
requirements and opportunities.  No time limit was set for
completion of the program and there is no guarantee as to the
exact number of shares that will be repurchased.

As of Sept. 16, 2005, LII had approximately 63.6 million shares
outstanding.  As disclosed on Sept. 7, 2005, LII has sent a notice
to redeem all outstanding 6.25% convertible subordinated notes due
2009, on Oct. 7, 2005.  Based on the current market price of LII's
common stock, LII expects essentially all the notes will be
converted into common stock prior to the redemption date, which
would increase the number of shares outstanding to approximately
70.8 million shares.

"Our cash flow productivity and strong balance sheet put LII in a
great position," said Bob Schjerven, chief executive officer.  "We
believe we have a number of strategic opportunities to grow our
business.  Our board of directors is confident we can
simultaneously capitalize on these opportunities and repurchase
shares to build long-term shareholder value."

Lennox International, Inc. -- http://www.lennoxinternational.com/  
-- manufactures and markets a broad range of products for heating,
ventilation, air conditioning, and refrigeration (HVACR) markets,
including residential and commercial air conditioners, heat pumps,
heating and cooling systems, furnaces, prefabricated fireplaces,
chillers, condensing units, and coolers.  Lennox has solid
positions in its equipment markets, with well-established brand
names, as well as products spanning all price points.  Price
competition and maximum geographic coverage are of particular
importance in the U.S. residential sector, as there is often
little perceived difference in equipment quality among competing
brands. Absent acquisition activity, the five leading player's
U.S. residential market shares tend to experience little change.

                         *     *     *

Lennox International's 6-1/4% senior convertible subordinated
notes due June 1, 2009, carry Moody's Investors Service's and
Standard & Poor's single-B ratings.


LEWIS REAL: List of 4 Largest Unsecured Creditors
-------------------------------------------------
Lewis Real Estate Holdings, LLC released a list of its 4 Largest
Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Brian Koenig                                    $30,000
    1712 Win Drift Road
    Orlando, FL 32809

    OUC                                              $8,339
    P.O. Box 4901
    Orlando, FL 32802-4901

    Teco Peoples Gas                                   $660
    600 West Robinson Street
    Orlando, FL 32801

    Nextel.com                                         $464
    P.O. Box 4191
    Carol Street, IL 60197      

Headquartered in Orlando, Florida, Lewis Real Estate Holdings,
LLC, filed for chapter 11 protection on Aug. 4, 2005 (Bankr. M.D.
Fla. Case No. 05-08723).  Lawrence M. Kosto, Esq., at Kosto &
Rotella PA, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
assets of $3,540,501 and debts of $4,787,154.


LOEWEN GROUP: Alderwoods Wants Six More Chapter 11 Cases Closed
---------------------------------------------------------------
Alderwoods Group asks Judge Walsh to close six more chapter 11
cases in The Loewen Group International Inc. and its debtor-
affiliates' chapter 11 cases.

Courts have held that a Chapter 11 debtor should be removed from
the ongoing supervision of the bankruptcy court once the debtor's
estate has been fully administered, William H. Sudell, Esq., at
Morris Nichols Arsht & Tunnell, in Wilmington, Delaware, relates.

The Debtors report that these six estates have been fully
administered:

   Closing Debtors                                      Case No.
   ---------------                                      --------
   Associated Memorial Group, Ltd.                       99-1289
   Care Memorial Society, Inc.                           99-1350
   Hawaiian Memorial Park Mortuary Corporation           99-1557
   Kraeer Funeral Homes, Inc.                            99-1628
   Maui Memorial Park, Inc.                              99-2105
   Valley of the Temples Mortuaries, Ltd.                99-2031

Mr. Sudell notes that the Debtors' Plan of Reorganization has been
substantially consummated and the deposits and property transfers
provided by the Plan have been completed.  Moreover, the
Reorganized Debtors have assumed the business and management of
the Closing Debtors' assets.  Most payments provided for under the
Plan have been made.  All pleadings and Contested Claims in the
Closing Cases have been, or will soon be, finally resolved.  All
fees with respect to the Closing Cases have also been paid.

Since 2002, the Debtors have filed eight motions, seeking a final
decree closing certain of the Debtors' Chapter 11 cases.  As of
September 19, 2005, the Court has approved the closing of the
Chapter 11 cases of 804 Debtors.  The Court also dismissed the
Chapter 11 cases of 23 cases.

As of September 19, 2005, nine cases of the Debtors' Chapter 11
cases remain pending before the Court.

The Court has set a hearing for September 30, 2005, to consider
the Debtors' request.

Formerly The Loewen Group International Inc., Alderwoods Group is
North America's #2 funeral services company.  Alderwoods Group
owns or operates about 750 funeral homes and some 170 cemeteries
in the US and Canada.  The firm's funeral services include casket
sales, remains collection, death registration, embalming,
transportation, and the use of funeral home facilities.  The
Debtors filed for chapter 11 protection in the United States and
CCAA protection in Canada on June 1, 1999 after the Debtors failed
to make debt payments after its aggressive acquisition phase.
Loewen became Alderwoods Group when it emerged from bankruptcy on
January 2, 2002.  (Loewen Bankruptcy News, Issue No. 102;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MAGRUDER COLOR: Wants to Hire Amper Politziner as Tax Accountants
-----------------------------------------------------------------
Magruder Color Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
retain Amper, Politziner & Mattia, P.C., as their tax accountants.

The Debtors select Amper Politziner's services to prepare and file
the Debtors' 2004 federal and state corporate tax returns as of
September 1, 2005.  Prior to chapter 11 filing, Amper Politziner
was hired as tax accountant for past tax years in the ordinary
course of business.

Robert F. Keane, Esq., an Amper Politziner officer, discloses the
firm's proposed hourly rates:

         Designation                    Hourly Rate
         -----------                    -----------
         Officers/Directors             $330 - $395
         Managers/Senior Managers       $240 - $305
         Seniors/Supervisors            $160 - $220
         Staff                          $120 - $150
         Paraprofessionals                      $80

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


MEI LLC: Court Okays Price & Associates as Lead Bankruptcy Counsel
------------------------------------------------------------------
The Honorable Basil H. Lorch III of the U.S. Bankruptcy Court
Southern District of Indiana gave MEI, LLC, permission to employ
Price & Associates, LLC, as its general bankruptcy counsel.

As previously reported in the Troubled Company Reporter on
June 30, 2005, Adria S. Price, Esq., a Member at Price &
Associates, is the lead attorney for the Debtor.  Ms. Price
charges $125 per hour for her services.

Ms. Price reports Price & Associates's professionals bill:

      Professional         Hourly Rate
      ------------         -----------
      David E. Price          $150
      Miriam R. Price         $125

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million to $50 million and debts between $1
million to $10 million.


MEI LLC: Court Rejects MAK's Request to Convert or Dismiss Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Evansville Division, denied MAK Energy, LLC's request to:

   -- dismiss the chapter 11 proceeding of MEI, LLC; or

   -- convert it into a chapter 7 liquidation proceeding; or

   -- lift the automatic stay so MAK can foreclose on the
      collateral.

As previously reported, MAK Energy holds a promissory note secured
by five real property mortgages on account of a $4,250,025
indebtedness incurred by MEI from 1998 to 1999.  The Note,
according to MAK, was in default since June 17, 2003.

On Nov. 10, 2004, MAK filed an amended complaint to foreclose the
mortgages in the Circuit Court of the Second Judicial Circuit in
Wabash County, Illinois.  

On Mar. 18, 2005, the Circuit Court entered a summary judgment in
favor of MAK, allowing it to foreclose on its collateral.  Also,
MAK was given the right to the rents under the leases governing
the mortgages.

After the Debtor filed for bankruptcy on June 17, MAK was advised
that MEI was attempting to collect rents from its tenants that
were not yet due and owing.  Consequently, MAK's counsel informed
the Debtor that it doesn't consent to MEI's attempt to use cash
collateral without the Court's permission.

On July 8, the Court granted MEI authority to use MAK's cash
collateral to pay specific vendors.  Despite the restriction
imposed by the Court, MAK alleges that MEI has been making
payments to other vendors and paying prepetition debts using the
cash collateral.  Specifically, MEI made transfers to Verizon
Wireless and Charles Brown, an insider, both of which lack Court
approval.   

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.


NEPTUNE INDUSTRIES: Recurring Losses Trigger Going Concern Doubt
----------------------------------------------------------------
Dohan and Company CPAs, P.A., expressed substantial doubt about
Neptune Industries, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended June 30, 2005.  The auditing firm points to the Company's
recurring losses from operations and recurring deficiencies in
working capital.

Neptune's net loss before taxes for the twelve months ending June
30, 2005 was $819,279 as compared to $778,253 for the twelve
months ended June 30, 2004, an increase of $41,026, or
approximately 5.3%.  The Company's 5.3% increase in net loss in
2005 was primarily attributable to expenses for public relations
of $111,548.  Neptune incurred no public relations expense in
2004.  Management expects that this expenditure will result in
increased revenues for the next fiscal year, as well as greater
recognition for the Company.  Without this expenditure in 2005,
Neptune would have had a smaller loss in 2005 than in 2004.  In
addition, according to management, its net operating loss will
allow it to accumulate cash without paying taxes in the
foreseeable future as it becomes profitable.

The Company needs to raise additional capital, either through sale
of equity, borrowing, or both, in order to carry out its business
plan.  The Company has retained independent investment counselors
to assist it in raising additional capital through the private
placement of common shares.  Although the final terms of any
offering have not yet been set, any sale of common shares will
result in a dilution of the interests of current shareholders.

There currently are no limitations on Neptune's ability to borrow
funds to carry out its business plan.  However, the Company's
limited resources and operating history may make it difficult to
borrow funds.  The amount and nature of any borrowings will depend
on numerous considerations, including the Company's capital
requirements, potential lenders evaluation of Neptune's ability to
meet debt service on borrowings and the then prevailing conditions
in the financial markets, as well as general economic conditions.

Neptune has no present arrangements with any bank or financial
institution to secure additional financing and there can be no
assurance that such arrangements, if required or otherwise sought,
would be available on terms commercially acceptable, or otherwise,
in the Company's best interests.  The inability to borrow funds
required to implement its business plan, or to provide equity
funds for an additional infusion of capital into the Company, may
have a material adverse effect on Neptune's financial condition
and future prospects, and any borrowings may subject the Company
to various risks traditionally associated with indebtedness,
including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest.

                 Liquidity And Capital Resources

During the twelve-month period ended June 30, 2005, Neptune's
operating expenses were $648,454 as compared to $516,692 for the
same period in 2004.  The increase in operating expenses is mainly
a result of increased public relations and related expenses to
expand its markets.  Management intends to continue to find ways
to expand business through new product development and
introduction, increase capacity, and possibly through completing
planned acquisitions.  Management believes that revenues and
earnings will increase as the Company grows.

Management further anticipates that Neptune will incur smaller
losses in the near future if it is able to expand its business and
the marketing of its products and services now under development.
Its operating losses may be perceived as alarming and possibly
indicate a downward spiral leading to the demise of the Company;
however, from managements point of view, there is a positive side
to the operating losses.

In the absence of significant revenue and profits, Neptune will be
completely dependent on additional debt and equity financing
arrangements.  There is no assurance that any financing will be
sufficient to fund its capital expenditures, working capital and
other cash requirements for the fiscal year ending June 30, 2006.
While it is planning to conduct a private offering of its common
stock and warrants in the next few months to raise up to $2.5
million in working capital and has retained investment advisors to
assist it in that effort, no assurance can be given that any such
additional funding will be available, or that, if available, it
can be obtained on terms favorable to Neptune.

If unable to raise needed funds on acceptable terms, Neptune will
not be able to execute its business plan, develop or enhance
existing services, take advantage of future opportunities or
respond to competitive pressures or unanticipated requirements.  A
material shortage of capital will require Neptune to take drastic
steps such as reducing its level of operations, disposing of
selected assets or seeking an acquisition partner.  If cash is
insufficient, management indicates that Neptune will not be able
to continue operations.

Neptune Industries Inc. -- http://www.neptuneindustries.net/-- is  
a public Florida corporation that engages in commercial fish
farming and related production and distribution activities in the
seafood and aquaculture industries.


NORTHWEST AIRLINES: Brings In Seabury Group as Financial Advisor
----------------------------------------------------------------
Seabury Group, LLC, has rendered financial advisory services to  
Northwest Airlines Corporation and its debtor-affiliates in
connection with their restructuring efforts since July 13, 2005.  
By this application, the Debtors seek to continue Seabury's
employment as strategic and financial advisor in their  
cases.  

According to Barry Simon, executive vice president and general  
counsel for Northwest Airlines Corporation, Seabury has become  
familiar with the Debtors' operations and is well qualified to  
represent the Debtors as financial advisors in connection with  
matters in a cost-effective and efficient manner.

Mr. Simon relates that Seabury has one of the largest investment  
banking, restructuring, and management consulting practices in  
the world dedicated to the transportation sector, with principal  
focus on the aviation and aerospace industries.  Seabury also has  
extensive experience working with financially troubled companies  
in complex financial restructurings both out-of-court and during  
Chapter 11 cases.  Seabury served as advisors with respect to  
financial restructurings, new capital raising, aircraft advisory  
services or other advisory assignments, to some of the world's  
largest and most sophisticated airlines, including Air Canada,  
America West Airlines, Avianca, Continental Airlines and US  
Airways Group, among others.

                        Seabury's Services

Seabury will provide certain strategic and financial advisory  
services with respect to developing and implementing programs,  
negotiations or transactions to restructure certain obligations  
of the Debtors.  Specifically, Seabury will:

   (a) assist in the evaluation of the Debtors' businesses and  
       prospects;

   (b) assist in the development of the Debtors' long-term  
       business plan and related financial projections;

   (c) assist in the development of financial data and  
       presentations to the Debtors' Board of Directors, various  
       creditors and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate  
       alternatives to improve the liquidity;

   (e) evaluate the Debtors' debt capacity and alternative  
       capital structures;

   (f) analyze various restructuring scenarios on the value of  
       the Debtors and the recoveries of those stakeholders  
       impacted by the Restructuring.

   (g) provide strategic advice with regard to restructuring or  
       refinancing the Debtors' Obligations;

   (h) participate in negotiations among the Debtor and its  
       creditors, supplies, lenders, lessors and other interested  
       parties;

   (i) value securities offered by the Debtors in connection with  
       a Restructuring;

   (j) if requested by the Debtors, assist in arranging debtor-
       in-possession financing;

   (k) if requested by the Debtors, assist in the arranging of  
       exit financing, including identifying potential sources of  
       equity and debt capital, assisting in the due diligence  
       process and negotiating the terms of any proposed  
       financing;

   (l) if requested by the Debtors, assist in executing a sale of  
       assets, including identifying potential buyers or parties-
       in-interest, assisting in the due diligence process and  
       negotiating the terms of any proposed transaction, as  
       requested;

   (m) if requested by the Debtors, assist in evaluating one or  
       more strategic transactions, including identifying  
       potential strategic partners, assisting in the due  
       diligence process and negotiating the terms of any  
       proposed transaction;

   (n) if required, provide fairness opinions related to  
       Transactions, Financings or Restructurings for which  
       Seabury will have earned a fee;

   (o) provide testimony in any Chapter 11 case concerning any of  
       the subjects encompassed by the other financial advisory  
       services, if appropriate and as required; and

   (p) provide other advisory services as are customarily  
       provided in connection with the analysis and negotiation  
       of a Restructuring, Transaction or Financing, as requested  
       and mutually agreed.

                       Compensation Package

The Debtors agree to pay Seabury:

   (a) $150,000 in cash per month, as Restructuring Retainer Fee,
       commencing September 1, 2005, payable with the execution  
       of the engagement agreement and each month after that, on
       the first business day of the month.  Of the first
       12 months of the Restructuring Retainer Fee, 50% will be
       creditable against any Restructuring Success Fee.  The
       Restructuring Retainer Fee will not be subject to any
       "holdbacks";

   (b) $75,000 in cash per month, as Corporate Finance Retainer
       Fee, commencing October 1, 2005, payable on the first
       business day of October 2005 and each subsequent month.
       Of the first 12 months of the Corporate Finance Retainer
       Fee, 50% will be creditable against any M&A, Debt or
       Equity Success Fee as outlined in the Engagement
       Agreement.  The Corporate Finance Retainer Fee will not be
       subject to any "holdbacks";

   (c) A Success Fee for arranging a sale of non-aircraft assets
       or for a substantial portion of the company's operations
       as one or more going concerns, calculated as:

       M&A Transaction Value                M&A Fee
       ---------------------                -------
       $0 - $1,000M                Lesser of $0.25M & 0.75%
       $1,001M - $2,000M           $0.25M plus 0.27% over $1,000M
       $2,001M - $3,000M           $3.0M  plus 0.25% over $2,000M
       $3,001M - $5,000M           $5.5M  plus 0.15% over $3,000M  
       $5,001M or more             $8.5M  plus 0.10% over $5,000M

       However, in no event will the fees aggregate more than
       $10,000,000 for a single Sale or M&A Transaction and no
       more than $12,000,000 for Sale Transactions and M&A
       Transactions taken as a whole;

   (d) An Equity Success Fee as equal to the aggregate of:

       * 1.50% of the first $200 million of equity raised;
   
       * 1.25% of the next $200 million; and  

       * 1% of all amount of equity raised beyond that amount.

   (e) A DIP Success Fee equal to 0.375% of any DIP commitment  
       amounts;

   (f) A Debt Success Fee equal to 0.20% of any debt financing  
       transaction, after subtracting from the facility amount  
       the use of proceeds to repay any DIP Loan; and

   (g) Any M&A, Equity, or Debt Success Fees payable to Seabury  
       will be reduced by 50% of the first 12 months of Corporate  
       Finance Retainer Fees paid to Seabury;

The total of any Restructuring, M&A, Equity, DIP and Debt Success  
Fees, net of credits of Monthly Restructuring and Corporate  
Finance Retainer Fees, will be capped at $13,500,000.

The Debtors will also pay Seabury fees for the establishment of a  
vendor control center, network planning, and contract  
optimization program.  The fees will be based on hourly rates  
subject to a 10% discount and an additional mandatory 5%  
holdback, after calculation of any discount, to the billing  
rates.

The firm's current hourly rates are:

               Professional            Hourly Rate
               ------------            -----------
               Managing director          $600
               Executive director          575
               SVP/Director                525
               VP                          450
               Sr. Associate               375
               Associate                   350
               Sr. Analyst                 225
               Analyst                     200

The Debtors will have the right, but not the obligation, to pay  
to Seabury some or all of the Holdback Amounts, based on the  
Debtors' determination of the success of Seabury in completing  
the services outlined in the Agreement.

>From time to time, the Debtors may request in writing that  
Seabury undertake additional services under:

     * supplemental retainer fees and success fee-based
       compensation; or  

     * hourly billed compensation.

The Debtors have paid Seabury a $1,500,000 filing retainer that  
Seabury will be allowed to hold in its treasury until final  
settlement of all fees and expenses owing to Seabury under the  
Engagement Agreement.  The Filing Retainer may be applied by  
Seabury to any prepetition or postpetition fees or expenses.   
However, Seabury will not be obligated to apply it to any fees  
and expenses except on full payment of all fees and expenses  
owing to Seabury under the Agreement.

In the event of a termination of the Agreement by the Debtors  
without cause, the Agreement provides that if the Debtors close a  
Restructuring or Financing transaction with 12 months of  
Termination, then the Debtors are obligated to pay to Seabury  
100% of any Restructuring, M&A, Equity, DIP and Debt Success Fees  
that Seabury would otherwise have been paid under the Agreement.

The Debtors also agree to indemnify Seabury.

                 Prepetition Payments to Seabury

John E. Luth, president and chief executive officer of Seabury  
Group LLC, discloses that before the Petition Date, Seabury  
invoiced for $2,401,063 for fees, inclusive of the $1,500,000  
retainer fee, through the period September 14, 2005, and $73,415  
in expenses incurred and processed to date.  Seabury received  
payments totaling $2,401,063 for fees invoiced and $73,415 in  
expenses.

Mr. Luth clarifies that the Financial Advisory Services set forth  
in the Engagement Agreement do not encompass other financial  
advisory services or transactions that may be undertaken by  
Seabury at the request of the Debtors not set forth in the  
Agreement.

                        Disinterestedness

Mr. Luth assures the Court that Seabury is a "disinterested  
person" as the term is defined in Section 101(14) of the  
Bankruptcy Code, as modified by Section 1107(b).  Neither Seabury  
nor its members and employees:

   (a) are not creditors, equity security holders or insiders of  
       the Debtors;

   (b) are not and were not investment bankers for any  
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition Date  
       investment bankers for a security of the Debtors; and
   
   (d) were not, within two years before the Petition Date of  
       the, a director, officer, or employee of the Debtors or of  
       any investment banker.

Northwest Airlines Corporation -- http://www.nwa.com/-- is  
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Huron Consulting Tapped as Ch. 11 Consultant
----------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates seek to
employ Huron Consulting Group as accounting and restructuring
consultant in their Chapter 11 cases.

Barry Simon, executive vice president and general counsel for  
Northwest Airlines Corporation, relates that Huron and its  
professionals have extensive experience working with financially  
troubled companies in complex financial restructurings both in  
out-of-court situations and in Chapter 11 cases.

Since July 2005, Huron has worked with the Debtors' personnel and  
supported the Debtors' legal and other advisors.  Pursuant to the  
parties' engagement letter, Huron will continue to:

   (a) assist the Debtors in the implementation of "Play Books"  
       that would facilitate the process of the restructuring;

   (b) assist management, as requested, in addressing information  
       requests from various parties related to the  
       restructuring;

   (c) assist management, as requested, with financial reporting  
       matters in preparation for and resulting from a  
       restructuring;

   (d) review financial and other information as necessary to  
       assist with the matters noted above; and

   (e) provide additional services as may be requested from time  
       to time by the Debtors and agreed to by Huron including,  
       among other things, assistance with valuation issues,  
       claims management and reconciliation, analyses required  
       for reporting to the Court and other parties including any  
       official committees appointed by the U.S. Trustee.

The professionals at Huron will be paid at these hourly rates:

           Professional           Rate  
           ------------           ----
           Managing Directors     $600
           Directors              $460
           Managers               $360
           Associates             $270
           Analysts               $195

The Debtors agree to reimburse Huron for reasonable out-of-pocket  
expenses in conjunction with its monthly professional fee  
statements.

The Debtors will indemnify Huron and certain related persons in  
connection with the engagement.

In accordance with the engagement, NWA paid a $200,000 retainer  
to Huron concurrent with the commencement of Huron's work.

According to Huron's books and records, during the 90-day period  
prior to the commencement of this case, Huron received  
approximately $594,700 from the Debtors for professional services  
performed and expenses incurred.

James M. Lukenda, managing director at Huron, discloses that the  
Firm has transacted with a number of potential parties-in-
interest in matters unrelated to the Debtors' Chapter 11 cases.

He discloses that Huron has in the past or is currently assisting  
other companies in the airline industry with restructuring  
matters:

    -- UAL Corporation,
    -- ATA Holdings Corporation,
    -- Delta Air Lines, Inc., and
    -- Air Jamaica.

In addition, Goldman Sachs, a creditor of Northwest Airlines,  
Inc, through one of its funds is an investor in HCG Holdings LLC,  
the majority shareholder of Huron.  As an investor in Holdings,  
Goldman Sachs has no investment discretion or information rights  
with respect to the Holdings investment in Huron, Mr. Lukenda  
informs U.S. Bankruptcy Court for the Southern District of New
York.

Mr. Lukenda assures the Court that Huron does not hold interests  
materially adverse to the Debtors.  Huron is a "disinterested  
person" within the meaning of Section 101(4) of the Bankruptcy  
Code as modified by Section 1107(b).

Northwest Airlines Corporation -- http://www.nwa.com/-- is  
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Taps Cadwalader Wickersham as Ch. 11 Counsel
----------------------------------------------------------------
The Debtors ask the Court for authority to employ Cadwalader,  
Wickersham & Taft LLP as their general bankruptcy counsel.

Barry Simon, executive vice president and general counsel for  
Northwest Airlines Corporation, tells the Court that Cadwalader  
has extensive experience and knowledge in the field of debtors'  
and creditors' rights and business reorganizations under Chapter  
11 of the Bankruptcy Code, including airline bankruptcies.   
Accordingly, Cadwalader is both well qualified and uniquely able  
to represent the Debtors in the Chapter 11 cases in an efficient  
and timely manner.

The firm is an international law firm with its principal offices  
at One World Financial Center, New York, regional offices in  
Washington, D.C. and Charlotte, North Carolina, and international  
offices in London, United Kingdom and Beijing, China.

As counsel, Cadwalader will:

   (a) advise the Debtors with respect to their powers and duties  
       as debtors-in-possession in the continued management and  
       operation of their business and properties;

   (b) attend meetings and negotiate with representatives of  
       creditors and other parties-in-interest;

   (c) take all necessary action to protect and preserve the  
       Debtors' estates, including:  

       * the prosecution of actions on the Debtors' behalf;
  
       * the defense of any action commenced against the Debtors;
  
       * negotiations concerning all litigation in which the  
         Debtors are involved; and  

       * objections to claims filed against the estates;

   (d) on behalf of the Debtors, prepare all motions, answers,  
       orders, reports, and papers necessary to the  
       administration of the estates;

   (e) negotiate and prepare, on the Debtors' behalf, a plan of
       reorganization, disclosure statement, and all related  
       agreements and documents, and take any necessary action on  
       behalf of the Debtors to obtain confirmation of the plan;

   (f) represent the Debtors in connection with obtaining  
       postpetition loans;

   (g) advise the Debtors in connection with any potential sale  
       of assets;

   (h) appear before the Court, any appellate courts, and the  
       United States Trustee, and protect the interests of the  
       Debtors' estates before the Courts and the United States  
       Trustee;

   (i) consult with the Debtors regarding tax matters; and

   (j) perform all other necessary legal services and provide all  
       other necessary legal advice to the Debtors in connection  
       with the Debtors' Chapter 11 cases.

The Debtors propose to compensate Cadwalader for its services on  
an hourly basis.  They will also reimburse the firm for actual,  
necessary expenses and other charges incurred.

Cadwalader's current hourly rates are:  

                 Professional             Rate
                 ------------             ----
                 Partners             $590 to $800
                 Attorneys            $245 to $645
                 Legal assistants     $140 to $220

Bruce R. Zirinsky, a member of Cadwalader, assures the Court that  
the firm has not represented any known creditors of the estates,  
equity security holders, or any other parties-in-interest, or  
their attorneys and accountants, the United States Trustee or any  
person employed in the office of the United States Trustee, in  
any matter relating to the Debtors or their estates.

Cadwalader is a "disinterested person" as that phrase is defined  
in Section 101(14) of the Bankruptcy Code, as modified by Section  
1107(b), in that its members, of counsel, and associates:

   (a) are not creditors, equity security holders, or insiders of  
       the Debtors;

   (b) are not and were not investment bankers for any  
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition  
       Date:  

       * investment bankers for a security of the Debtors; or  

       * an attorney for an investment banker in connection with  
         the offer, sale or issuance of a security of the  
         Debtors;

   (d) are not and were not, within two years before the Petition  
       Date, a director, officer, or employee of the Debtors or  
       an investment banker; and

   (e) have not represented any party in connection with matters  
       relating to the Debtors, although it has certain  
       relationships with other parties-in-interest and other  
       professionals in connection with unrelated matters.

Mr. Zirinsky, however, discloses that Cadwalader has received  
$5,600,000 for its prepetition services since September 14, 2004,  
which has been applied against prepetition services.  As of the  
Petition Date, Cadwalader held a $1 million retainer for its  
services and expenses to be rendered or incurred for or on behalf  
of the Debtors.  The advance payment retainer will be applied  
against postpetition bills and will not be placed in a segregated  
account.

Mr. Zirinsky also informs the Court that:

   (a) various Cadwalader attorneys are or may be participants in  
       WorldPerks, the Debtors' frequent flyer program; and

   (b) a number of the firm's attorneys hold or may hold unused
       airplane tickets issued by the Debtors.  Refunds may be
       due to them.

He assures Judge Gropper that these do not affect Cadwalader's  
disinterestedness in the Debtors' cases.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the    
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OPTINREALBIG.COM: Rule 2004 Probe of Infinite Monkeys Stayed
------------------------------------------------------------
Infinite Monkeys & Co., LLC, asserts a $49 million claim against
OptInRealBig.com, LLC, and its owner, Scott Allen Richter on
account of more than 49,000 unsolicited junk e-mail messages
received from OptIn.  Pursuant to Cal. Bus. & Prof. Section
17529.5, each piece of spam carries a $1,000 penalty.

In response, the Debtors sought and obtained approval to conduct a
formal probe pursuant to Rule 2004 of the Bankruptcy Procedures
against Infinite.  Pursuant to a Court order, OptIn served a
subpoena asking Infinite to produce relevant documents.

Infinite believes that the subpoena is defective and uneforceable
for three reasons:

   a) The party on whom it was served was not personally served
      by hand delivery and was not authorized by Infinite to
      waive required service;

   b) No witness fee was tendered with the subpoena; and

   c) The subpoena on its face purported to require production in
      Denver, Colorado, a place more than 100 miles from the
      place of service.

Infinite asserts that the subpoena is unreasonable and unduly
burdensome.  The list of documents OptIn asks for are voluminous,
overbroad and unduly burdensome.  In addition, the discovery is
being expedited when OptIn didn't get Court permission to do that.

Furthermore, Infinite believes that the information sought by the
Debtors may be legitimately subject to a confidentiality order as
a trade secret, proprietary or commercial information.  

Infinite adds that its counsel was only recently retained and is
familiarizing himself with the merits and nature of Infinite's
claim.  That process, Infinite stresses, can't be done overnight.

D. Bruce Coles, Esq., at Fish & Coles, asks the U.S. Bankruptcy
Court for the District of Colorado to stay the Rule 2004 Order
pending negotiations between Infinite and OptIn regarding the
information the Debtors need and how best Infinite can comply with
the Court's order.

The Honorable Howard R. Tallman approved Infinite's request.

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


OPTINREALBIG.COM: Summers & Shives Approved as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved
OptinRealBig.com, LLC, and its owner, Scott Allen Richter's
request to retain Summers & Shives, A.P.C., as their special
insurance coverage counsel.

Summers & Shives is expected to:

   a) provide advice and counsel with respect to all aspects of
      the Debtors' disputes with their insurer, American Family
      Insurance Company, over coverage under their Businessowners
      Package Policies.  These disputes are the subject of
      Insurance Coverage Litigation, which was pending in the
      Court at the time Debtors filed their petitions.  It is
      currently stayed.

   b) act as Debtors' legal counsel in any resumption of the
      Insurance Coverage Litigation, whether in this Court or any
      other court, during the pendency of these bankruptcy cases.

The firm received a $26,000 retainer for services to be provided
in the litigation.

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


OWENS CORNING: Court OKs $2MM Sale of Asphalt Facility to Valley
----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware authorizes Owens Corning and its debtor-affiliates to
sell the North Bend Facility to Valley Asphalt Corporation, free
and clear of any and all liens, claims, encumbrances and
interests, including property taxes, for $2,050,000.

The facility is comprised of 53 acres of land and an asphalt
manufacturing plant.  Much of the acreage at the North Bend
Facility is steeply sloped.  About 6 acres are on level ground.  
The 6-acre parcel is adjacent to the Ohio River and contains,
among other things, a shallow-water dock used for the loading and
unloading of barges.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Wants to Implement Foreign Fund Repatriation Plan
----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to implement a
program that will permit the repatriation of earning from foreign
operations to the United States in a tax-efficient manner pursuant
to Section 965 of the Internal Revenue Code.

IPM, Inc., a non-debtor subsidiary of Owens Corning and a member
of the U.S. Group, serves as a holding company for many of the
Debtors' foreign subsidiaries that are controlled foreign
corporations.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that aside from IPM, these non-debtor foreign
subsidiaries of Owens Corning have accumulated significant excess
cash from their operations, investments and other earnings and
sources:

    1. Owens Corning NRO, Inc., a Canadian corporation and a
       wholly owned, non-debtor subsidiary of IPM, Inc.;

    2. Owens Corning Canada Inc., a Canadian corporation and a
       wholly owned, non-debtor subsidiary of NRO;

    3. Vytec Corporation, a Canadian corporation and a wholly
       owned, non-debtor subsidiary of Fibreboard Corporation; and

    4. Owens Corning Veil Netherlands B.V., a corporation
       organized under the laws of Netherlands.  OC Veil is a
       non-debtor subsidiary of, and holding a 99% ownership
       position in, IPM.  The remaining 1% of OC Veil is owned
       by Owens Corning Cayman Ltd., a wholly owned, non-debtor
       IPM subsidiary.

The Debtors anticipate that they will need the Foreign
Subsidiaries' excess cash totaling $220 million.

                        Section 965 Statute

Section 965 was enacted to provide a temporary reduction in the
U.S. tax on repatriated dividends to stimulate the U.S. domestic
economy by triggering the repatriation of foreign earnings that
otherwise would have stayed abroad.  Under Section 965, certain
dividends received by a U.S. corporation from controlled foreign
corporations, to the extent in excess of certain threshold
amounts, are eligible for an 85% dividends-received deduction.
If applicable, the deduction results in a greatly reduced
effective federal tax rate of 5.25% on the amount of the
qualifying dividend.

Section 965 provides that any net operating losses of the
taxpayer cannot offset the U.S. tax on the non-deductible portion
of any qualifying dividend.  Thus, the U.S. Group will be
required to pay an immediate tax if it elects Section 965
treatment even though it otherwise has sufficient net operating
losses to offset the dividend.

Section 965 further requires the adoption of a domestic
reinvestment plan providing for the investment for specified
purposes of any qualifying dividends in the United States,
including as a source for:

    -- the funding of worker hiring and training, infrastructure,
       research and development, capital investments; or

    -- the financial stabilization of the corporation for the
       purposes of job retention or creation, excluding the
       payment of executive compensation.

Ms. Stickles notes that under recent Internal Revenue Service
guidance, the domestic reinvestment plan requirement is satisfied
as long as any member of the U.S. Group makes the required
investment.  "Thus, even if cash is distributed by the Foreign
Subsidiaries to IPM, and IPM retains the cash pending resolution
of the Chapter 11 cases, the requirements of Section 965 will be
satisfied if the other members of the U.S. Group make the
appropriate investments in the United States in the amount of the
qualifying dividend."

             Proposed Foreign Fund Repatriation Program

To take full advantage of Section 965, Owens Corning's Foreign
Fund Repatriation Program provides that:

    (a) Vytec will lend $25 million and OC Veil will lend $30
        million to OC Canada;

    (b) From excess funds on hand and from funds obtained from the
        proposed intercompany loans from Vytec and OC Veil, OC
        Canada will make an approximate $220 million loan to its
        immediate corporate parent, NRO;

    (c) From the loan proceeds, NRO will distribute the amount,
        net of any applicable Canadian withholding taxes, to its
        immediate corporate parent, IPM, as a dividend or partial
        return of capital;

    (d) The loan and payments from OC Canada and NRO will be made
        on or before December 31, 2005;

    (e) Once received, IPM will retain the payments to be used
        as may be permitted by applicable law or Court order;

    (f) OC Canada will remain fully liable to Vytec and OC Veil
        for the loans;

    (g) NRO will remain fully liable to OC Canada for the loan;
        and

    (h) Subject to applicable law and Court orders, Owens Corning
        will make investments from cash with cash from other
        sources to satisfy the domestic reinvestment requirements
        of Section 965.

Ms. Stickles tells the Court that the Foreign Fund Repatriation
Program will require the U.S. Group to pay an immediate tax --
currently estimated at $11.55 million assuming that the amount of
the qualifying dividend is $220 million -- that it otherwise
would not be required to pay because of the rule limiting the use
of net operating losses.

Ms. Stickles elaborates that the immediate tax is small relative
to the potential 35% tax ($77 million assuming the same amount of
qualifying dividend) that could be imposed in the absence of
Section 965.

Thus, the Foreign Fund Repatriation Program presents an
opportunity for significant tax savings of up to $65.45 million,
Ms. Stickles asserts.

Ms. Stickles further explains that although the U.S. Group's net
operating losses present an opportunity for them to repatriate
earnings to the United States without paying any immediate tax,
any losses so utilized would be unavailable to offset future
taxable income of the U.S. Group.  Similarly, she says, the
losses would not be available to offset any cancellation of debt
income created by the Debtors' emergence from Chapter 11.

Cancellation of debt income arising under a Chapter 11 plan of
reorganization is generally not taxable under Section 108 of the
Internal Revenue Code, Ms. Stickles adds.  "However, the amount
excluded from income reduces tax attributes of the taxpayer,
including net operating losses.  Thus, to the extent any net
operating losses are utilized to offset dividend income from a
repatriation of foreign earnings, the U.S. Group's tax attributes
are to be reduced by approximately the same amount."

Subject to approval by its Board of Directors, Owens Corning
intends to use the cash to:

    -- fund qualified retirement plans;

    -- advertise and market its products;

    -- make certain capital investments;

    -- research and develop new technology and products; and

    -- make expenditures attributable to services performed by
       workers within the United States.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 116;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENINSULA HOLDING: Judge Steiner Dismisses Chapter 11 Case
----------------------------------------------------------
The Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for the
Western District of Washington, dismissed Peninsula Holding
Company, LLC's chapter 11 case on Sept. 2, 2005.

As reported in the Troubled Company Reporter on Sept. 1, 2005, the
Debtor asked the Court to dismiss the chapter 11 proceeding.  The
Debtor told the Court that a dismissal is warranted because:

    -- the Debtor is unable to effectuate a plan of
       reorganization;

    -- conversion to chapter 7 liquidation is not in the best
       interest of the estate's creditors; and

    -- the Debtor has no funds to pay its fees owed to the U.S.
       Trustee under Chapter 123 of Title 28.

Judge Steiner also ordered that:

    (a) the Debtor is barred from re-filing a new chapter 11
        petition for a period of 180 days from Sept. 2, 2005; and

    (b) in the event of any voluntary or involuntary bankruptcy
        filing by or against any person or entity with an interest         
        in the Debtor's real property, the automatic stay will not
        apply to any future action by Iskum IX, the Mason County
        Sheriff, the Sheriff's deputies and staff members, and the
        Mason County Superior Court.

Headquartered in Seattle, Washington, Peninsula Holding Company
LLC, develops raw land projects in Shelton, Washington.  The
Company filed for chapter 11 protection on May 19, 2005 (Bankr.
W.D. Wash. Case No. 05-16571). Charles A. Johnson, Jr., Esq., at
the Law Offices of Charlie Johnson, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $42,900,000 and total
debts of $31,432,554.


PEREGRINE SYSTEMS: Selling Assets to Hewlett-Packard for $425 Mil.
------------------------------------------------------------------
Hewlett-Packard Co. (NYSE:HPQ; Nasdaq:HPQ) and Peregrine Systems,
Inc. (OTC:PRGN.PK), signed a definitive agreement pursuant to
which HP will acquire Peregrine in a cash merger for $26.08 per
share representing an aggregate equity value of $425 million.

Upon close of the acquisition, Peregrine, and its leading IT asset
and service management software portfolio, will be integrated into
the HP OpenView business unit to create the industry's most
comprehensive distributed enterprise management software solution.

The acquisition will add key asset and service management
components to the HP OpenView portfolio, a distributed management
software suite for business operations and IT.  Peregrine's
capabilities include asset tracking, expense controls, process
automation, service control, service alignment, enterprise
discovery, IT executive dashboard as well as outsourcing, business
continuity and consolidation management.

"Peregrine will help HP deliver a more complete management
software solution to CIOs and enhance their ability to manage
their IT assets," said Ann Livermore, executive vice president,
Technology Solutions Group, HP.  "Companies constantly look for
ways to lower their technology costs, from the PC to the data
center. Our strategy is to enable CIOs to manage the technology
environment in an efficient and cost-effective manner."

"As a result of this transaction, customers will see enhanced
value with Peregrine's category leading products Service Center
and Asset Center delivered through HP's global scale and
capability," said John Mutch, president and chief executive
officer, Peregrine.

The acquisition will enable HP to become one of the leaders in
asset management software, a category that has been projected to
grow in excess of $1 billion by 2008.  In addition, the
combination of HP and Peregrine's solutions in service management
creates one of the broadest sets of capabilities available today.  
Key drivers of this market include IT departments' need for data
on internal IT assets, integration with other IT management
systems and process-based management standards such as ITIL.

The acquisition is subject to the approval of Peregrine
stockholders and various customary closing conditions and is
expected to close no later than the first quarter of calendar year
2006.

Upon completion of the transaction, Peregrine products will be
available through HP OpenView software channels, and the
technology will be leveraged across HP's Technology Systems Group
and HP Services.

Hewlett-Packard Co. -- http://www.hp.com/-- is a technology  
solutions provider to consumers, businesses and institutions
globally.  The company's offerings span IT infrastructure, global
services, business and home computing, and imaging and printing.  
For the four fiscal quarters ended July 31, 2005, HP revenue
totaled $85.2 billion.

Headquartered in San Diego, Calif., Peregrine Systems, Inc. --  
http://www.peregrine.com/-- is a global provider of enterprise    
software to enable leading companies to optimally manage the IT  
infrastructure.  The company's flagship product suites --  
ServiceCenter(R) and AssetCenter(R) -- create a foundation for IT  
asset and service management solutions based on industry best  
practices, including ITIL (IT Infrastructure Library).  In  
addition, customers use Peregrine's Configuration Services suite  
to gain an accurate, consolidated view of their IT assets.   
Peregrine recently introduced a new vision -- Optimal IT -- to  
deliver predictive analytics and decision modeling to optimize IT  
performance.  The company conducts business from offices in the  
Americas, Europe and Asia Pacific.  

The Company filed a voluntary Chapter 11 petition on Sept. 22,  
2002. On Aug. 7, 2003, Peregrine became the first public  
enterprise software company to successfully restructure under  
Chapter 11 protection.

At March 31, 2005, the company's report reveals $138,004,000 in
total current assets as against $157,645,000 in total current
liabilities or a working capital deficit of $19,641,000.


PLIANT CORP: S&P Lowers Corporate Credit Rating to CCC+ from B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Pliant
Corp. because of concerns regarding the impact of expected raw-
material cost increases on this very aggressively leveraged
company.  The corporate credit rating is lowered to 'CCC+' from
'B', which indicates a higher probability of default within one
year.  The outlook is negative.
     
Pliant sources its primary raw materials -- polyethylene, PVC, and
polypropylene resins -- primarily from major oil and petrochemical
companies in North America.  "Pliant's resin costs have risen
dramatically during the past year and additional price increases
have been announced following the rapid escalation of oil and
natural gas prices," said Standard & Poor's credit analyst Cynthia
Werneth.
     
Disruptions in the manufacture and shipment of petrochemicals and
derivative products following Hurricane Katrina make it highly
likely that Pliant's resin costs will increase meaningfully in the
near term.  Freight costs are also likely to rise. Liquidity is
already thin -- about $50 million as of June 30, 2005 -- and will
probably shrink further if Pliant is unable to pass along
increased costs to its customers or is delayed in doing so.
     
The ratings reflect:

   * Pliant's very aggressive debt leverage,
   * weak credit measures, and
   * limited liquidity

which overshadow its fair business position in the plastic film
and flexible-packaging segments.

With annual revenues of about $1 billion, Schaumburg,
Illinois-based Pliant is a domestic producer of:

   * extruded film; and
   * flexible-packaging products for:

     -- food,
     -- personal care,
     -- medical,
     -- industrial, and
     -- agricultural markets.
     
The company's weak financial condition increases vulnerability to
default if business conditions worsen.  Given its raw material
cost challenges, onerous debt burden, and weak credit measures,
management's ability to successfully improve the cost structure
and achieve better pricing and volume growth is key to preserving
sufficient liquidity and continuing to service debt.

Further downgrades could occur in the near term if liquidity
deteriorates.  However, if the raw-material environment during the
next several months is more benign than S&P expects, liquidity
does not deteriorate, and credit measures strengthen, the outlook
could be revised to stable or positive or the ratings raised
slightly during the next two years.


POLYMER GROUP: Redeems All Outstanding Preferred Stock
------------------------------------------------------
Polymer Group, Inc. (OTC Bulletin Board: POLGA; POLGB) disclosed
the results of the company's offer to redeem all outstanding
shares of its 16% Series A Convertible Pay-in-Kind Preferred
Stock.

On Aug. 22, 2005, Polymer Group notified holders of PIK Preferred
Stock that the company would redeem all outstanding shares of PIK
Preferred Stock on Sept. 15, 2005.  At the time of the
notification, there were 62,921 shares of PIK Preferred Stock
outstanding.  From the time of the notification through Sept. 14,
2005, 62,916 shares of PIK Preferred Stock were voluntarily
converted into Class A Common Stock by holders of the shares at
the stated voluntary conversion rate of 137.14286 shares of Class
A Common Stock per one share of PIK Preferred Stock.  On Sept. 15,
2005, the company redeemed the remaining 5 shares of PIK Preferred
Stock at the previously announced redemption rate of 37.26397
shares of Class A Common Stock for each share of the PIK Preferred
Stock.

As a result of the voluntary conversions and the optional
redemptions by PGI, the company currently has no shares of PIK
Preferred Stock outstanding and has issued approximately 8.6
million shares of additional Class A Common Stock.  After the
issuance of the additional Class A Common Stock, the company has
approximately 18.9 million shares of Class A Common Stock
outstanding.

Polymer Group, Inc., one of the world's leading producers of  
nonwovens, is a global, technology-driven developer, producer and  
marketer of engineered materials. With the broadest range of  
process technologies in the nonwovens industry, PGI is a global  
supplier to leading consumer and industrial product manufacturers.  
The company operates 21 manufacturing facilities in 10 countries  
throughout the world.

                          *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,  
Standard & Poor's Ratings Services placed its ratings for Polymer  
Group Inc. on CreditWatch with developing implications following  
the announcement that the company has retained J.P. Morgan  
Securities Inc. as its financial advisor to explore strategic  
alternatives to maximize shareholder value, including the  
potential sale of the company.  Developing implications mean that  
the 'B+' corporate credit rating and other ratings may be raised,  
lowered or affirmed.


PONDEROSA PINE: Creditors Ask Court to Terminate Exclusive Periods  
------------------------------------------------------------------
JPMorgan Chase Bank, NA, and Brazos Electric Power Cooperative,
Inc., ask the U.S. Bankruptcy Court for the District of New Jersey
to terminate Ponderosa Pine Energy Partners, Ltd., and its debtor-
affiliates' exclusive periods to file a Chapter 11 plan and
solicit acceptances of that plan.    

As previously reported in the Troubled Company Reporter, the
Debtors' exclusive period to file a Chapter 11 plan ends on
Dec. 3, 2005 while their exclusive period to solicit acceptances
of that plan ends on Feb. 6, 2005.

JP Morgan and Brazos tell the Bankruptcy Court that they are the
only parties who can propose a readily confirmable reorganization
plan because of their status as the two largest creditors of the
Debtor.  As senior secured lenders and the Debtors' only sources
of postpetition funds, they are also the largest direct
stakeholders in the Debtors' reorganization.

The two creditors complain that the Debtors have been unable to
develop any viable plan and have not met with them to broach a
serious discussion on the formulation of a plan.

JP Morgan and Brazos also tell the Bankruptcy Court that the
Debtors have not been able to produce a plan for fixing the gas-
fueled cogeneration plant in Cleburne, Texas, which is their main
source of income.  They say that the Debtors do not have the $25
to $45 million needed to repair the plant.

To expedite the resolution of the Debtors' bankruptcy cases, JP
Morgan and Brazos want the Bankruptcy Court to end the Debtors'
exclusive plan filing and solicitation periods so they can file
their own joint-reorganization plan.

            Proposed Joint-Reorganization Plan

The proposed reorganization plan will provide for the:

     a) funding of repairs for the Debtor's facilities;
     b) payment of all Creditors in full; and
     c) resolution of all relevant material litigation.

Pursuant to the proposed joint plan, JP Morgan's claims will be
deemed fully satisfied by issuance of a note from Brazos.  The
exit facility from Brazos will also include an additional $50
million intended for the repair of the Cleburne Plant.

In exchange for an assignment of substantially all of the Debtors'
assets, Brazos also agrees to assume the obligations under the
exit facility and subordinate its claim to the allowed claims of
general unsecured creditors.  Brazos intends to seek recovery of
its claims only from estate causes of action, which will be
pursued post-confirmation by a Litigation Trust.

The Bankruptcy Court will convene a hearing at 10:00 a.m. on Oct.
3, 2005, to discuss the proposed exclusive period terminations.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PXRE GROUP: Fitch Retains Ratings on Watch Negative
---------------------------------------------------
Fitch Ratings comments that ratings of PXRE Group Ltd., PXRE
Capital Trust I, PXRE Reinsurance Ltd., and PXRE Reinsurance
Company remain on Rating Watch Negative following PXRE's
announcement of a $300 million shelf registration filed on
Sept. 15, 2005.

Fitch views the potential capital as a positive credit event.
Based on PXRE's current estimate of a net loss from Hurricane
Katrina of between $235 million and $300 million, the amount
raised could be enough to replenish the loss if industry losses
fall within PXRE's $30 billion-$40 billion assumption.  Fitch also
notes that in the past, major insurance losses have spurred
significant increases in insurance prices, which PXRE could be in
a position to capitalize on, depending on the capital raised and
ultimate net loss from Katrina.  The speed with which PXRE will be
able to successfully raise capital will be an indication of the
capital market's confidence in both PXRE's organization and future
reinsurance pricing.

As a predominantly property catastrophe writer, Fitch expects PXRE
will experience a certain amount of catastrophe losses from time
to time.  Nonetheless, Fitch notes that the present loss estimates
are significant, representing from 30%-40% of PXRE's June 30,
2005, shareholders' equity.  This indicates to Fitch that PXRE's
book of business contained a much greater concentration of risk
than Fitch previously believed.  The additional capital provided
under the shelf registration will replenish losses and replace
capital lost to Hurricane Katrina; however, it will not cure
potential issues with PXRE's risk management.

Fitch also notes that significant uncertainties remain.  Loss
estimates from Hurricane Katrina continue to develop, and Fitch
believes this event presents unprecedented risks to the insurance
industry.  Thus, Fitch believes it may take longer than normal for
these losses to fully develop. Fitch further notes that PXRE's
loss estimates are based on an industry loss estimate of $30
billion to $40 billion.  With some estimates of the industry loss
now as high as $60 billion, it is possible that PXRE's loss could
grow above the high end of its estimated range.

Fitch expects to be able to resolve the Rating Watch only after
PXRE successfully raises adequate capital, Fitch obtains a better
understanding of PXRE's risk exposure, and Fitch believes there is
a reasonably stable estimate of the industry's and PXRE's ultimate
loss from Hurricane Katrina.  Given the very unusual nature of
this loss, this could take an extended period of time.  Resolution
of the Rating Watch will depend upon PXRE's capital base, net of
storm losses and capital replenishment, and Fitch's updated
assessment of PXRE's risk concentration relative to the capital
base.

If PXRE is unable to raise capital as planned, the rating will
likely be downgraded, potentially by more than one notch.

Current ratings remain on Rating Watch Negative by Fitch:

   PXRE Group Ltd.

     -- Long-term rating 'BBB-'.

   PXRE Capital Trust I

     -- Trust preferred securities $100 million 8.85% due Feb. 1,
        2027 'BB+'.

   PXRE Reinsurance Company
   PXRE Reinsurance Ltd.

     -- Insurer financial strength 'A-'.


RELIANCE GROUP: Liquidator to Pay $300MM to Guaranty Associations
-----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, in her capacity as Liquidator of Reliance Insurance
Company, asks the Commonwealth Court to approve her Third
Proposal to distribute assets to State Guaranty Associations.

Preston Buckman, Esq., Special Funds Counsel at the Pennsylvania
Insurance Department, explains that once an insolvent insurer
like RIC is placed in liquidation, State Guaranty Associations
are statutorily compelled to pay certain covered claims pursuant
to statutory limitations in each state.  Once a Guaranty
Association pays a covered claim that would otherwise have been
an obligation of the insolvent insurer, the Guaranty Association
becomes subrogated to the claim of the insured or the claimant,
and steps into the shoes of the policyholder for purposes of the
priority of distribution.  Based on the payment of covered
claims, Guaranty Associations in the RIC estate will become the
largest Class (b) policyholder claimants of the estate.

Pursuant to Section 221.36 of the Pennsylvania Statute, the
Liquidator must seek authority from the Commonwealth Court to
disburse assets out of the insolvent insurer's marshaled assets
to any guaranty association.  Section 221.36 requires the
proposal to include:

   (a) A reserve for administrative expenses and secured claims;

   (b) Disbursement of assets marshaled to date and the prospect
       of future disbursement as assets become available;

   (c) Equitable allocation to the various guaranty associations;

   (d) Securing by the Liquidator of an agreement to return
       assets under certain circumstances to ensure pro rata
       distributions among members of the same creditor class;
       and

   (e) Potential reports by the guaranty associations.

The Liquidator proposes to distribute $300,000,000 in cash to the
Guaranty Associations.  In setting this amount, the Liquidator
considered the nature of the estate's assets.  The Liquidator
reserved sufficient assets to pay her administrative expenses as
well as the class (a) expenses of the Guaranty Associations.

According to Mr. Buckman, the Third Proposal provides the
Guaranty Associations, security funds or entities performing
substantially equivalent functions with early access to available
RIC funds to pay covered policyholder claims.  The Third Proposal
also provides the framework for future early access
distributions.  The Liquidator may make future distributions as
additional funds are collected and become available.

After consultation with the representatives of the Guaranty
Associations related with the National Conference of Insurance
Guaranty Funds, the Liquidator decided to use "paid loss and
ALAE" data in the allocation formula for distribution in the
Third Proposal, rather than claims payments made or to be made.
The allocation formula will take into consideration amounts
already received from the First and Second Distribution.

After consultation with the representatives of the Life and
Health Insurance Guaranty Associations, the Liquidator determined
that, given amounts already paid to these Guaranty Associations
in the First and Second Distributions, no Life and Health
Insurance Guaranty Associations will be eligible to receive an
allocation under the Third Proposal, except the New Hampshire
Life and Health Insurance Guaranty Association.

The fifty states and the District of Columbia stand to receive
cash distributions:

               State                        Amount
               -----                        ------
               Alabama                  $4,967,339
               Alaska                      911,217
               Arizona                     747,860
               Arkansas                    766,944
               California               16,016,659
               Colorado                  2,497,077
               Connecticut               6,213,940
               Delaware                    561,085
               District of Columbia      1,223,726
               Florida                  40,429,277
               Georgia                   5,074,785
               Hawaii                      673,129
               Idaho                       106,572
               Illinois                  5,991,760
               Indiana                     572,741
               Iowa                      1,144,973
               Kansas                    1,291,100
               Kentucky                  2,718,604
               Louisiana                10,156,085
               Maine                       475,293
               Maryland                  3,505,996
               Massachusetts             1,548,513
               Michigan                  6,812,734
               Minnesota                 2,072,939
               Mississippi               4,017,893
               Missouri                  5,197,523
               Montana                     306,206
               Nebraska                    659,065
               Nevada                      692,739
               New Hampshire             1,284,782
               New Jersey               16,885,968
               New Mexico                  524,117
               New York                 83,737,606
               North Carolina            7,823,661
               North Dakota                 33,759
               Ohio                      2,043,049
               Oklahoma                  2,046,800
               Oregon                    1,727,277
               Pennsylvania             21,382,325
               Rhode Island              1,038,265
               South Carolina            3,037,177
               South Dakota                293,916
               Tennessee                 5,142,661
               Texas                     8,300,740
               Utah                        756,192
               Vermont                     981,391
               Virginia                  3,805,145
               Washington                9,722,711
               West Virginia               243,601
               Wisconsin                 1,800,427
               Wyoming                      34,656
                                      ------------
               Total                  $300,000,000
                                      ============

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of   
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIZON CO: S&P Places BB- Corporate Credit Rating on Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings on The Relizon Co. on
CreditWatch with negative implications, reflecting the planned
acquisition of Relizon by unrated Workflow Management Inc.
     
Workflow is a provider of:

   * print production services,
   * promotional products, and
   * marketing services.

Dayton, Ohio-headquartered Relizon is a provider of:

   * document,
   * billing, and
   * marketing solutions.
     
While the terms of the acquisition were not disclosed, the
transaction is expected to close in October 2005.  Neither Relizon
nor Workflow publicly discloses its financial statements.  
Standard & Poor's will review its ratings on Relizon after
evaluating the financial structure of the acquisition, and future
operating and financial strategies.


RES-CARE INC: S&P Rates Proposed $150 Million Notes at B
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to Res-Care Inc.'s proposed $175 million senior secured
revolving credit facility due in 2010.  A recovery rating of '1'
also was assigned to the secured loan, indicating a high
expectation for full recovery of principal in the event of a
payment default.  In addition, a 'B' rating was assigned to the
company's proposed $150 million of senior unsecured notes due in
2013.
     
The rating outlook on Res-Care was revised to positive from
stable.  The 'B+' corporate credit rating on the company was
affirmed.
     
Res-Care plans to use the proceeds from the $150 million of notes
and about $44 million of on-hand cash to:

   * tender its existing $150 million of 10.625% notes;
   * refinance $28 million of existing term debt; and
   * fund related transaction costs.

Total debt outstanding after the transaction will be approximately
$159 million.
     
The outlook change to positive reflects Louisville, Kentucky-based
Res-Care's improving financial profile and enhanced liquidity
following the proposed transaction.

"The ratings reflect the company's narrow operating focus and the
potential for reimbursement rate pressures from government and
related payors dealing with overburdened budgets," said Standard &
Poor's credit analyst Jesse Juliano.  "These pressures are
exacerbated by historically rising insurance expenses, which could
also squeeze the company's thin EBITDA margins.  These credit
factors are only partially mitigated by Res-Care's successful
expansion of its core operations, its top standing in a unique
market (providing support services to individuals with special
needs), and its improved financial and liquidity profile."
     
Res-Care predominantly provides:

   * residential services,
   * training,
   * education, and
   * support services

to populations with special needs throughout:

   * the U.S.,
   * Puerto Rico, and
   * Canada

including people with developmental or other disabilities, as well
as at-risk youths and people experiencing barriers to employment.  

The company's market has grown rapidly, as state agencies have
stopped providing services to at-risk populations.


S-TRAN HOLDINGS: Wants Until Dec. 8 to File a Chapter 11 Plan
-------------------------------------------------------------          
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, through
and including Dec. 8, 2005, the time within which they alone can
file a chapter 11 plan.  The Debtors also ask the Court for more
time to solicit acceptances of that plan from their creditors,
through and including Feb. 7, 2006.

The Debtors explain that since the Petition Date, they have sold
the majority of their assets through Court-approved auction
processes, have collected and are continuing to collect a
significant portion of their accounts receivables and have
decreased the accrual of expenses incurred in their chapter 11
cases.

The Debtors give the Court three reasons that militate in favor of
the extension:

   1) although the shut-down of their businesses and the sale of
      majority of all of their assets have been completed, they
      are still continuing to focus on the sale and maximization
      of their remaining assets;

   2) since they have sold substantially all of their assets, a
      liquidating plan that provides for the pursuit of litigation
      claims and other remaining assets is a viable option at this
      stage of their chapter 11 cases; and

   3) the requested extension will give them more opportunity and
      time to negotiate with their creditors in formulating and
      negotiating a consensual liquidation plan and it will not
      prejudice their creditors and other parties-in-interest.

The Court will convene a hearing at 1:30 p.m., on Oct. 12, 2005,
to consider the Debtors' request.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SAMI MORTGAGE: Fitch Cuts Rating on Class IB5 Certs. 1 notch to B-
------------------------------------------------------------------
Fitch Ratings has taken ratings actions on these Structured Asset
Mortgage Investments issues:

SAMI, Inc., mortgage pass-through certificates, series 1998-6

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AAA';
     -- Class B3 affirmed at 'AAA';
     -- Class B4 affirmed at 'AA';
     -- Class B5 affirmed at 'BBB+'.

SAMI, Inc., mortgage pass-through certificates, series 1999-4

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'A';
     -- Class B3 affirmed at 'C'.

SAMI, Inc., mortgage pass-through certificates, series 2000-1
Group 1

     -- Class A affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 downgraded to 'BB-' from 'BB';
     -- Class IB5 downgraded to 'B-' from 'B'.

SAMI, Inc., mortgage pass-through certificates, series 2000-1
Group 2

     -- Class A affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AAA';
     -- Class IIB2 affirmed at 'AAA';
     -- Class IIB3 affirmed at 'AA-';
     -- Class IIB4 affirmed at 'BBB+';
     -- Class IIB5 affirmed at 'B+'.

SAMI, Inc., mortgage pass-through certificates, series 2000-1
Group 3

     -- Class A affirmed at 'AAA';
       
     -- Class IIIB1 affirmed at 'AAA';
     
     -- Class IIIB2 affirmed at 'AA+';
     
     -- Class IIIB3 affirmed at 'A';
     
     -- Class IIIB4 affirmed at 'BBB' and removed from Rating
        Watch Negative;

     -- Class IIIB5 affirmed at 'B'.

SAMI, Inc., mortgage pass-through certificates, series 2003-2

     -- Class IA affirmed at 'AAA';
     -- Class IIA affirmed at 'AAA'.

SAMI, Inc., mortgage pass-through certificates, series 2004-1

     -- Class IA affirmed at 'AAA';
     -- Class IIA affirmed at 'AAA'.

SAMI, Inc., mortgage pass-through certificates, series 2004-2

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AA';
     -- Class B2 affirmed at 'A';
     -- Class B3 affirmed at 'BBB';
     -- Class B4 affirmed at 'BB';
     -- Class B5 affirmed at 'B'.

The mortgage loans in the aforementioned transactions consist of
both 30 year fixed-rate and adjustable-rate and 15 year fixed-rate
mortgages extended to Prime and Alt-A borrowers which are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the August 2005 distribution date,
the transactions are seasoned from a range of 10 (2004-2) to 87
(1998-6) months and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from approximately 3% (2000-1 Group 2) to 81% (2004-2).  All of
the SAMI deals mentioned above are either serviced by Wells Fargo
Bank Minnesota, N.A. or EMC Mortgage Corporation, both rated
'RPS1' by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$750.4 million outstanding certificate as detailed above.  The
negative rating actions, which affect approximately $322,358
outstanding certificates, reflect deterioration in the
relationship between credit enhancement and future expected
losses.

As of August 2005 distribution date, the pool factor for series
2000-1 Group 1 is approximately 19%.  The 60+ delinquencies
(including bankruptcies, foreclosures, and real estate owned) are
approximately 4.39% of the current pool.

Fitch will continue to monitor these deals.  Further information
regarding current delinquency, loss, and credit enhancement
statistics is available on the Fitch Ratings web site at
http://www.fitchratings.com/


SEAFOOD ENTERPRISE: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Seafood Enterprise, Inc.
        P.O. Box 2645
        Port Arthur, Texas 77643

Bankruptcy Case No.: 05-11510

Type of Business: The Debtor is a seafood buyer and wholesaler.

Chapter 11 Petition Date: September 19, 2005

Court: Eastern District of Texas (Beaumont)

Debtor's Counsel: Floyd A. Landrey, Esq.
                  Moore Landrey, L.L.P.
                  390 Park Street, Suite 500
                  Beaumont, Texas 77701
                  Tel: (409) 835-3891
                  Fax: (409) 835-2707

Total Assets: $1,179,463

Total Debts:  $3,093,787

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nam Viet Co., Ltd.            Trade debt                $260,891
c/o Seafax
P.O. Box 15340
Portland, ME 04112-9885

Internal Revenue Service      Taxes                      $52,709
Lien Section MC5035DAL
1100 Commerce Street
Dallas, TX 75252-1198

Vincent's Seafood, Inc.       Trade debt                 $21,861
105 East 18th Street
Cut Off, LA 70345

Netuno USA, Inc.              Trade debt                 $12,000

Seafood Connection, Inc.      Trade debt                  $8,750


SELECT MEDICAL: Selling $175 Million Notes Via Private Placement
----------------------------------------------------------------
Select Medical Holdings Corporation, the parent company of Select
Medical Corporation, entered into an agreement to privately sell
$175 million aggregate principal amount of senior floating rate
notes due 2015, which will bear interest at a rate per annum,
reset semi-annually, equal to the 6-month LIBOR plus 5.75%.

The floating rate notes will be general unsecured obligations of
Holdings and will not be guaranteed by Select or its subsidiaries.  
The floating rate notes are expected to be issued and sold in a
private offering to institutional investors pursuant to Rule 144A
and Regulation S under the Securities Act of 1933.  The
consummation of the offering is subject to customary closing
conditions and Select's obtaining an amendment to its credit
facility to permit the transaction.

The net proceeds of the issuance of the floating rate notes,
together with cash on hand of Select, will be used to reduce the
amount of Holdings' preferred stock, to make a payment to
participants in Holdings' long-term cash incentive plan, and to
pay related fees and expenses.

Headquartered in Mechanicsburg, Pennsylvania, Select Medical
Corporation operates:

   * 98 long-term acute care hospitals,
   * 4 inpatient rehabilitation facilities, and
   * over 740 outpatient rehabilitation clinics.

For the twelve months ended June 30, 2005, the company recognized
net revenues of approximately $1.8 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Moody's Investors Service assigned a rating of Caa1 to the
proposed offering of $250 million in senior unsecured notes by
Select Medical Holdings Corporation, the parent company of Select
Medical Corporation.  The proceeds of the proposed offering will
be used to redeem $250 million of preferred equity contributed to
the company by a financial sponsor group consisting of Welsh
Carson Anderson & Stowe and Thoma Cressey Equity Partners in the
leveraged buy-out of Select Medical that closed in February 2005.

The ratings of Select Medical's existing debt were affirmed.  The
corporate family rating of B1 has been reassigned to Holdings so
that it now resides at the highest entity within the corporate
structure with rated debt.  The outlook for the ratings is
negative.


SOUTHCOAST EXPRESS: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Southcoast Express, Inc.
             110 Middle Street
             Fairhaven, Massachusetts 02719

Bankruptcy Case No.: 05-18685

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Sky View Lines LLC                         05-18686     

Chapter 11 Petition Date: September 19, 2005

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtors' Counsel: William J. Hanlon, Esq.
                  Seyfarth Shaw LLP
                  Two Seaport Lane, Suite 300
                  Boston, Massachusetts 02210-2028
                  Tel: (617) 946-4800
                  Fax: (617) 790-6719

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Southcoast Express Inc.     $1 Million to        $1 Million to
                            $10 Million          $10 Million

Sky View Lines LLC          $1 Million to        $1 Million to
                            $10 Million          $10 Million  

A. Southcoast Express Inc.'s 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Sky View Lines LLC                              $620,000
   639 Point Road
   Marion, MA 02738

   Silver City Gallaria, LLC                       $275,605
   2150 Paysphre Circle
   Chicago, IL 60674

   Town of Fairhaven                                $87,307
   146 Washington Street
   Fairhaven, MA 02719

   NSTAR 126-0041                                   $40,318

   NOB Realty Associates                            $26,746

   Marines Paper & Food Service, Inc.               $25,145

   International Hotels Group                       $19,430

   Town of Norwell                                  $16,056

   Guest Supply                                     $15,470

   NSTAR 826-0024                                   $13,354

   Gallagher Marine System                          $13,300

   NSTAR 824-0026                                   $10,914

   Marsh USA, Inc.                                  $10,550

   Gibbs Plumbing & Heating                          $9,093

   The Travelers                                     $7,848

   NSTAR 818-0056                                    $7,636

   D.N. Kelley & Son, Inc. Shipyard                  $7,004

   Harvard Pilgrim Healthcare                        $5,952

   Valassis                                          $4,661   

   Facilitec                                         $4,630


B. Sky View Lines LLC's Largest Unsecured Creditor:

   Entity                                      Claim Amount
   ------                                      ------------
   Rewards network Establishments, Inc.             $50,000
   11900 Biscayne Boulevard, Suite 400
   Miami, FL 33181


STELCO INC: Files Restructuring Plan in Ontario Court
-----------------------------------------------------
Stelco Inc. (TSX:STE) filed a restructuring plan with the Superior
Court of Justice (Ontario).  It also filed a restructuring
agreement with the Province of Ontario that includes an
arrangement for the funding of the Company's pension plans.

"This plan, together with the restructuring agreement with the
Province, represents a significant step forward in our quest for a
consensual restructuring and a positive outcome," Courtney Pratt,
Stelco President and Chief Executive Officer, said.  "It provides
a strong platform for restructuring the Company.  And it moves us
closer to the goal of emerging successfully from Court protection
as a viable steel producer at Lake Erie and in Hamilton.  We're
looking forward to constructive discussions with our bondholders
and others towards obtaining their support."

Mr. Pratt noted that the plan reflects the constructive
discussions held with creditors and other stakeholders since the
filing of a plan outline on July 15th.  "We've listened to the
views that have been expressed, we've acted on those concerns, and
we've tried to amend the plan outline in accordance with our
objective of a fair and reasonable restructuring plan," he noted.  
"The result is a plan that represents an appropriate balancing of
interests."

Under the restructuring agreement, the Province will invest
$100 million towards an upfront contribution to the Company's
pension plans.  It has also agreed to a schedule of fixed annual
cash payments the Company will make into the plans through 2015.  
This formula will replace section 5.1 of the Regulation under the
Pension Benefits Act.  In return, the Province and the Company
have agreed that Stelco will increase its proposed upfront
contribution to the pension plans to $400 million from the
$200 million contained in the Company's July plan outline.

The restructuring agreement with the Province is conditional on
the conclusion of a funding arrangement with Tricap Management
Limited to provide up to $450 million in new financing and on the
Company entering into a Memorandum of Agreement with each of USW
Locals 8782 (Lake Erie) and 5220 (AltaSteel) by 9:30 a.m. today,
Sept. 22, 2005, or such later date as the Province, acting
reasonably, may agree.  To that end, the Company indicated that it
is committed to continuing its efforts to conclude these
agreements.

"The Province has shown considerable leadership and has broken the
restructuring log jam by bringing a tangible pension funding
solution to the table," Mr. Pratt said.  "This solution meets the
stated objectives of a number of our stakeholders.  It provides
stability surrounding our pension funding commitments over the
next decade.  And it provides security and assurance for our
active and retired employees.  I want to thank the Province for
the constructive role it has played in this process and for the
meaningful contribution it is making to the resolution of this
matter."

The plan will provide Stelco with an estimated $630 million in net
liquidity at the plan implementation date of Dec. 31, 2005.  And
the new capital structure and available liquidity will facilitate
pursuit of the Company's four-point strategic plan announced in
July 2004.

                     Terms of the Plan

A new $600 million asset-based revolving loan facility will be
available under the Plan together with a $350 million revolving
bridge facility supplied by a financing provider.  The Company is
seeking to finalize an agreement with Tricap for this purpose.

                      New financing

    * Secured Convertible Notes: $225 million.

    * Contingent Convertible 5% Notes: $300 million, convertible
      into new common shares upon the satisfaction of certain
      conditions to be determined.

    * Unsecured Subordinated 1% Note: $100 million with a ten-year
      maturity, issued to the Government of Ontario in exchange
      for a $100 million cash contribution.  If the pension
      solvency deficiency is fully funded by year 10, then 75% of
      the Note would be forgiven at maturity, with the balance
      payable in cash or shares.

                        New Equity

    * New common shares: All new common shares will go to the
      general unsecured creditors subject to the Warrants rights
      of the Province.

    * Rights: A $75 million rights offering to subscribe to
      Secured Convertible Notes.  The rights offering will be
      backstopped in exchange for a cash fee and an option to
      purchase $25 million of new Secured Convertible Notes on the
      same terms as the rights offering.  The Company is
      negotiating such rights offering and option to purchase with
      Tricap.

    * Warrants: Warrants, with a seven-year maturity, issued to
      the Province of Ontario to purchase up to approximately 8.0%
      of the fully diluted equity at a 100% premium to the trading
      value of the new common shares.

                         New Cash

    * $155 million in net proceeds from the sale of Stelco non-
      core assets.

    * $75 million from the planned Rights offering.

    * $25 million from the exercise of the Secured Convertible
      Note purchase option.

                  Treatment of Stakeholders

    * Existing secured operating lenders will be repaid in full.

    * Unsecured creditors: Recovery will take the form of equity
      and equity-linked securities.  The Company indicated that
      there is insufficient value to provide full recovery to
      unsecured creditors under the plan.  The actual level of
      recovery to be realized by unsecured creditors cannot be
      determined at this time.  It is conditional upon a number of
      complex factors which, themselves, cannot be determined at
      present.  These factors include conditions that must be
      satisfied under the plan itself, market conditions, and the
      achievement of collective bargaining agreements to name but
      three.

    * $225 million in new Secured Convertible Notes.

    * $300 million in new Contingent Convertible Notes.

    * 100% of the equity in a restructured Stelco.

    * Rights to subscribe to $75 million of new Secured
      Convertible Notes.

                     Province of Ontario

    * $100 million Unsecured Subordinated Note in exchange for a
      $100 million cash contribution.

    * Warrants: Warrants, with a seven-year maturity, issued to
      the Province of Ontario to purchase up to approximately 8.0%
      of the fully diluted equity at a 100% premium to the trading
      value of the new common shares.

                        Pension Plans

    * An upfront cash contribution of $400 million.

    * Fixed annual cash funding payments of $60 million a year
      through 2010 and $70 million a year between 2011 and 2015.  
      These payments will not be subject to changes in actuarial
      assumptions.

    * Additional contributions to be based on a formula driven by
      the Company's free cash flow.

    * Any solvency deficiency at the end of 2015 will be funded
      through the normal 5-year pension funding rules.

                    Employees and Retirees

    * Salaried and bargaining unit employees and retirees are
      unaffected by the plan.

    * No concessions are being sought in terms of salaries and
      wages, or pension and other benefits.

    * Salaried and bargaining unit employees and retirees will
      benefit from the pension funding agreement between the
      Company and the Province.

                    Existing Shareholders

The Company indicated that there is insufficient value to provide
recovery to existing shareholders.  The existing shares will be
effectively cancelled.

                   Restructuring Agreement

The materials filed included the restructuring agreement with the
Province and a restructuring plan.  A number of motion materials
were also filed.  The motions seek Orders to, among other things:

   -- approve the restructuring agreement;

   -- provide the procedures and timing of a meeting of affected
      creditors to consider and vote upon the Company's plan; and

   -- extend until Dec. 2, 2005, the stay period that will
      otherwise expire on Sept. 23, 2005.

These matters will be addressed during a Court hearing scheduled
for today, Sept. 22, 2005.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


SUBURBAN PROPANE: S&P Places BB- Corporate Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on retail propane and fuel oil distributor Suburban
Propane Partners L.P. on CreditWatch with negative implications.
     
Pro forma for the partnership's recapitalization, Whippany,
New Jersey-based Suburban had $571.1 million of debt as of
December 25, 2004.
      
"The rating action reflects Suburban's weak operating and
financial performance, primarily due to sustained high commodity
prices and an ineffective hedging strategy for the partnership's
fuel oil customer Ceiling Program," said Standard & Poor's credit
analyst Andrew Watt.  "Despite the discontinuation of this price
cap program, concerns remain regarding the future operating and
financial performance of the partnership's somewhat riskier fuel
oil distribution segment, a business outside management's primary
area of expertise," he continued.
     
The partnership's financial risk profile has deteriorated since
fiscal 2003, due to high commodity prices and an ineffective
hedging strategy for the fuel oil distribution segment, combined
with the increased debt burden associated with the December 2003
acquisition of Agway Energy Products LLC.
     
The CreditWatch listing will be resolved following a meeting with
management and a thorough review of the company's business and
financial profile, as well as management's strategies to improve
operating performance.


SUSAN RANDHAVA: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Susan B. Randhava
        2637 Stewart
        Evanston, Illinois 60201

Bankruptcy Case No.: 05-38534

Type of Business: The Debtor is a nurse employed at
                  Illinois Critical Care.  She is also a
                  real estate broker.

Chapter 11 Petition Date: September 20, 2005

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: John A. Lipinsky, Esq.
                  Coman & Anderson, P.C.
                  2525 Cabot Drive, Suite 300
                  Lisle, Illinois 60532
                  Tel: (630) 428-2660

Total Assets: $1,132,475

Total Debts:    $448,451

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Richard C. Peterson              Judgment Cook          $150,000
c/o Gardiner, Koch & Weisberg    Co. Case No.
53 West Jackson Boulevard        00 CH 10982
Suite 950
Chicago, IL 60604

Nancy Ellen Lewis                Judgment Cook            44,039
c/o Simon McClosky & Scovell     Co. Case 2004
120 West Madison $1300           M1-17480
Chicago, IL 60602


TATER TIME: Has Until October 20 to File Chapter 11 Plan
--------------------------------------------------------
Tater Time Potato Company, LLC, sought and obtained an extension
from the U.S. Bankruptcy Court for the Eastern District of
Washington of its period within which it alone has the exclusive
right to file a chapter 11 plan.  

The Debtor wants an extension until October 29, 2005, to
coordinate the terms of its plan with the chapter 11 plans
for the bankruptcy estates of Cissne Family, LLC [Case No.
05-00512-JAR11] and Riley J. & Lora L. Cissne [Case No.
05-00513-JAR11].

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $11,312,000 and total
debts of $7,639,184.


TERAFORCE TECHNOLOGY: Rejecting Three Contracts with Vista
----------------------------------------------------------
Teraforce Technology Corporation and DNA Computing Solutions,
Inc., ask the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, for authority to reject three contracts
with Vista Controls, Inc.

The Debtors want to reject these contracts:

   a) Technology License and Marketing Agreement, dated November
      2003;  

   b) Technology Transfer and Support Agreement, dated November
      2003; and

   c) Distribution Agreement, dated November 2003.

The Debtors' contracts with Vista are part of a broader business
transaction with Vista's parent company, Curtiss-Wright
Corporation.  The Debtors believed that through the contracts,
their products' market exposure would have expanded by utilizing
Curtiss-Wright's established market channels.  Contrary to the
Debtors' expectations, the contracts weren't as advantageous or
profitable.  

Teraforce suspected that Vista and Curtiss-Wright failed to
properly market its products as required by the contracts.  The
result of which, the Debtors say is a loss of income contributing
to their bankruptcy filing.  Also, the Debtors learned that
Curtiss-Wright acquired two of Teraforce's direct competitors,
breaching their obligations under the contracts.

To avoid incurring additional expenses in an otherwise not-so-
fruitful contracts, the Debtors deem it best to reject the three
contracts with Vista.  Also, the Debtors are selling their assets
to GE Fanuc Embedded Systems, Inc.  One of the conditions of the
proposed sale is the rejection of the Debtors' contracts with
Vista.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the  
products and services of its affiliate, DNA Computing Solutions,
Inc.  DNA Computing -- http://www.dnacomputingsolutions.com/--  
designs, produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.  
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on Aug.
3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).  When
the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


THERMAL NORTH: S&P Assigns BB- Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Thermal North America Inc.  In addition, Standard
& Poor's also assigned its 'BB-' rating and '3' recovery rating to
TNA's $247 million term loan B due 2013, $35 million revolving
credit facility due 2011, and $30 million synthetic LOC facility
due 2013.  

The '3' recovery rating indicates that lenders can expect
meaningful recovery of principal (50% to 80%) in a default
scenario.  All ratings are preliminary and subject to receipt of
acceptable documentation.  The outlook is stable.
     
TNA is a wholly owned subsidiary of Thermal North America
Holdings, which is owned by Sowood Commodity Partners Fund II LP.
Sowood is wholly owned by Sowood Capital Management LP.
     
A business model with steady growth characteristics, certainty on
a large share of operations and maintenance costs, completion of
major refurbishments of production assets at Grays Ferry and
Trenton, and improvement in relations with customer University of
Pennsylvania support a stable outlook.
      
"An improvement in the rating would require TNA to essentially
meet its pro forma forecast of operational and financial
performance, which we have discounted in our analysis," said
Standard & Poor's credit analyst Terry A. Pratt.  

In addition, the company would have to improve its liquidity
position.  "The rating could come under pressure if TNA does not
meet Standard & Poor's forecast of financial performance, if
lengthy outages occur at major facilities, and if liquidity
becomes constrained," he continued.


TORCH OFFSHORE: Court Allows Set-Off Deal with Helis Oil
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized Torch Offshore, Inc., and its debtor-affiliates to
setoff payments with Helis Oil & Gas Company LLC pursuant to a
Retainage Agreement signed on April 26, 2005.

As previously reported, Helis Oil contracted with the Debtors in
2004 to build a pipeline at High Island in the Gulf of Mexico.  
The Debtors billed Helis Oil $2,009,545 for the work done in High
Island.

Under the terms of the Retainage Agreement, the Debtors allowed
Helis Oil to retain $350,000 from its High Island receivables as
protection for any valid liens asserted against Helis Oil as a
result of the Debtors failure to pay subcontractors retained in
the High Island contract.

Two subcontractors have asserted liens against Helis Oil's
property as a result of the Debtors' non-payment.  Central Gulf
Towing, LLC, asserts unpaid service fees totaling $54,000 and L&L
Ironworks wants to collect $5,846.

Helis Oil has agreed to pay $59,846 to Central Gulf and L&L
Ironworks, and will deduct the corresponding amount from amounts
to be returned to the Debtors.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on Jan.
7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TRISTAR HOTELS: Wants to Hire DiNapoli & Sibley as Bankr. Counsel
-----------------------------------------------------------------          
Tristar Hotels and Investments, LLC, asks the U.S. Bankruptcy
Court for the Northern District of California for permission to
employ the Law Offices of DiNapoli and Sibley as its general
bankruptcy counsel.

DiNapoli and Sibley will:

   1) assist and advise the Debtor of its duties and
      responsibilities as a debtor in its chapter 11 case;

   2) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of its estate;

   3) prepare and file on behalf of the Debtor its schedules and
      statements and pleadings, and review the Debtor's monthly
      operating reports and creditor claims and dealings with the
      Office of the U.S. Trustee;

   4) assist the Debtor in negotiating and preparing a plan of
      reorganization and its accompanying disclosure statement and
      represent the Debtor in adversary proceedings to recover
      money or property and in claim objections; and

   5) provide all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Steven J. Sibley, Esq., a Principal of DiNapoli and Sibley, is one
of the lead attorneys for the Debtor.  Mr. Sibley disclosed that
his Firm received a $16,000 retainer.  Mr. Sibley charges $325 per
hour for his services.    

Mr. Sibley reports DiNapoli and Sibley's professionals bill:

      Professional       Designation    Hourly Rate
      ------------       -----------    -----------
      John DiNapoli      Principal         $325
      Kerry Garcia       Paralegal         $170
      Ana Granados       Paralegal         $135

DiNapoli and Sibley assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Mountain View, California, Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


TRISTAR HOTELS: Section 341(a) Meeting Slated for October 5
-----------------------------------------------------------          
The U.S. Trustee for Region 17 will convene a meeting of Tristar
Hotels and Investments, LLC's creditors at 11:30 a.m., on Oct. 5,
2005, at Room 130, U.S. Federal Bldg., 280 S 1st Street, San Jose,
California 95113-3004.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Mountain View, California, Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  Steven J. Sibley,
Esq., at the Law Offices of DiNapoli and Sibley represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


TUCSON ELECTRIC: S&P Affirms BB Long-Term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on electric utility Tucson Electric Power
Co. (TEP), a wholly owned subsidiary of UniSource Energy Corp.
(unrated), and revised the outlook on TEP to negative from stable.
Standard & Poor's also lowered its short-term corporate credit
rating on TEP to 'B-2' from 'B-1'.
     
As of June 30, 2005, the Tucson, Arizona-based company had $1.7
billion of consolidated debt outstanding.
      
"The revised outlook reflects expectations that UniSource's
consolidated financial performance in 2005, and perhaps beyond,
may be weaker than expected," said Standard & Poor's credit
analyst Anne Selting.  "In addition, near-term event risk has
increased due to uncertainty over how much and over what time
frame state regulators will allow TEP's utility affiliate, UNS
Gas, to recover deferred natural gas costs, which could reach $25
million by year end," said Ms. Selting.
     
Standard & Poor's said the lowering of the short-term rating also
stems principally from the concern that cash flow expectations may
not be achieved.
     
In addition, the company's overall liquidity may be diminished due
to the potential need to draw on revolvers at UniSource Energy
Services Inc. to cover commodity natural gas purchases by UNS Gas
that are not currently reflected in retail gas customer rates.


UNITED WOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: United Wood Products Company
        aka United Oil Company
        8040 Northeast Sandy Boulevard
        Portland, Oregon 97213

Bankruptcy Case No.: 05-41285

Chapter 11 Petition Date: September 19, 2005

Court: District of Oregon (Portland)

Judge: Randall L. Dunn

Debtor's Counsel: John G. Crawford, Jr., Esq.
                  Schwabe, Williamson & Wyatt
                  1211 Southwest 5th Avenue
                  Portland, Oregon 97204
                  Tel: (503) 222-9981

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Pacific Topsoils Inc.            Services rendered       $95,443
805 80th Street Southwest
Everett, WA 98203

Wolford Trucking                 Services rendered       $47,297
22014 West Bostian Road
Woodinville, WA 98072

Goodnight Construction Inc.      Services rendered       $46,669
P.O. Box 1347
Monroe, WA 98272-4347

Springbrook Nursery              Services rendered       $21,415

Everett Fuel and Lumber Inc.     Services rendered       $18,464

Puget Sound Truck Lines, Inc.    Services rendered       $16,852

Earth to Earth                   Services rendered       $12,156

Machinery Power & Equipment Co.  Equipment rental        $10,108

Northwest Sawdust Inc.           Services rendered        $9,488

Fruling Sand & Topsoils Inc.     Services rendered        $7,107

All Wood Recycling Inc.          Services rendered        $6,899

Nepa Pallet & Container Inc.     Services rendered        $6,651

Topsoils Inc.                    Services rendered        $6,178

Aero Construction                Services rendered        $6,077

Recycling & Disposal             Services rendered        $5,968
Services, Inc.

Cloverdale Fuel Ltd.             Services rendered        $4,750

International Belt & Rubber      Equipment                $4,442
Supply, Inc.

F.A. Koenig & Sons Lumber        Services rendered        $4,396

Nextel Communications            Phone equipment          $3,979

Tyler Rental                     Equipment rental         $3,926


US AIRWAYS: Asks Court to OK Sale/Leaseback Deal with BCI Aircraft
------------------------------------------------------------------
To achieve the unrestricted liquidity required to effectuate their
successful emergence from bankruptcy, US Airways, Inc., and its
debtor-affiliates explored possible market transactions related to
their fleet that could realize substantial additional liquidity,
and, where possible, foster the continued rationalization of their
fleet.

To ascertain if there was a transaction available that would
maximize value for their equipment and generate immediate
liquidity for their estates, the Debtors offered these Aircraft
to the marketplace:

   (a) five Airbus 320-214 Aircraft bearing Tail Nos. N107US,
       N108UW, N109UW, N110UW and N111US, each equipped with two
       CFM56-5B4/P engines; and

   (b) nine Airbus 319-112 Aircraft bearing Tail Nos. N762US,
       N763US, N764US, N765US, N766US, N767US, N768US, N769US and
       N770US, equipped with two CFM56-5B engines.

According to Brian P. Leitch, Esq., at Arnold & Porter, in
Denver, Colorado, the Debtors received 24 indications of interest
and provided each respondent with a detailed equipment
information package that included and specifications, records and
maintenance data for the 320-214 Aircraft and 319-112 Aircraft.
By July 2005, seven of the 24 parties confirmed continuing
interest in a sale/leaseback transaction.

The 24 parties submitted bids for the 320-214 Aircraft and 319-
112 Aircraft.  After reviewing the bids and consulting with their
advisors, the Debtors selected B.C.I. Aircraft Leasing, Inc., as
the bidder offering the best combination of net proceeds for the
Aircraft, lease terms and conditions.

The Debtors ask the U.S. Bankruptcy Court for the Eastern District
of Virginia's permission to sell and simultaneously leaseback the
five Airbus 320-214 Aircraft to BCI, and to enter into a Put
Option for the nine Airbus 319-112 Aircraft.

The Debtors will sell the Aircraft to BCI pursuant to these terms:

          Aircraft: Five Airbus 320-214 passenger aircraft, each
                    with two installed CFM56-5B4/P engines.

     Seller/Lessee: USAI

      Buyer/Lessor: BCI, through an owner trust administered by
                    Wells Fargo Bank.

    Purchase Price: A total of $145,000,000 or $29,000,000 for
                    each Aircraft, payable as:

                    (1) $250,000 into an escrow account
                        maintained by the Debtors, refundable if
                        the documents are not executed by
                        September 9, 2005;

                    (2) $9,750,000, non-refundable, upon
                        execution of the Participation
                        Agreements; and

                    (3) $135,000,000, equal to $27,000,000 per
                        Aircraft, payable upon closing.

Delivery Condition: The Aircraft will be delivered in "As Is,
                    Where Is" condition.

     Documentation
   and Legal Costs: The Debtors and BCI will pay their own legal
                    costs and the Debtors will pay for Federal
                    Aviation Administration counsel.

        Conditions
         Precedent: This includes:

                    (1) Release of existing liens encumbering the
                        Aircraft;

                    (2) Consent of the ATSB Lenders;

                    (3) No liquidation under Chapter 7 or Chapter
                        11; and

                    (4) Credit approval by BCI's lenders and
                        credit approval of Goldman Sachs, as
                        Equity Participant.

            Leases: After the sale, BCI will lease the Aircraft
                    back to the Debtors for a term of 120, 121,
                    122, 123, and 124 months.

         Extension
           Options: Three two-year renewal options at market
                    rents subject to an agreed-upon floor and
                    ceiling.

        Subleasing: If there are no events of default, USAI may
                    enter into a sublease with a sublessee that
                    is either:

                    (a) a U.S. certified air carrier; or

                    (b) a certificated air carrier domiciled and
                        located in an acceptable country.

        Limitation
         on Claims: If USAI fails to consummate a Plan of
                    Reorganization and emerge from bankruptcy,
                    BCI's claims will be limited to:

                    (a) an administrative expense claim for
                        unpaid rent through the rejection date or
                        termination of the Lease, with credit for
                        rent paid in advance;

                    (b) an administrative expense claim for the
                        cost of getting the Aircraft into
                        compliance with return conditions; and

                    (c) an unsecured prepetition claim for all
                        other claims related to the Lease,
                        including rejection or termination.

        Put Option: If the Transaction with RPK Capital, LLC, is
                    not consummated, USAI may exercise its Put
                    Option to sell the nine Airbus 319-112
                    Aircraft to BCI and then lease them back.
                    The rent will be agreed upon by the parties
                    while the purchase price for the nine Airbus
                    319-112 Aircraft will be:

                    (1) $218,430,000 for the nine Aircraft, equal
                        to $24,270,000 for each Aircraft;

                    (2) 10% of the purchase price or
                        $22,950,000, upon execution of the
                        Participation Agreements; and

                    (3) 1/9 of the balance of the purchase price
                        payable at closing for each Aircraft,
                        allocated equally among them.

The Debtors selected RPK to enter into the sale/leaseback
Transaction for the nine Airbus 319-112 Aircraft because it
yielded the greatest liquidity and value.  Although not the
winning bidder for the nine Aircraft, BCI indicated that if the
RPK Transaction would not go forward, BCI would consummate a
sale/leaseback transaction on similar terms.

Mr. Leitch explains that:

   -- the five Airbus 320-214 Aircraft are subject to liens
      arising from US Airways Series 1999-1 Enhanced Equipment
      Trust Certificates; and

   -- the nine Airbus 319-112 Aircraft are subject to liens
      arising from the US Airways Series 2000-3 Enhanced
      Equipment Trust Certificates.

The 14 Aircraft are also subject to liens of the ATSB Lenders
under the ATSB Loan and subordinate liens of Eastshore Aviation,
LLC under the Junior Secured DIP Credit Facility Agreement, Mr.
Leitch says.

The sale/leaseback Transaction will garner significant benefits
for the Debtors' estates.  The Debtors will realize cash proceeds
from the Aircraft and continue their use at attractive rental
rates, Mr. Leitch adds.

According to Mr. Leitch, the Term Sheets governing the BCI
Transactions contain confidential information and have been filed
under seal.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 104; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Court Approves PBGC Claims Settlement Agreement
-----------------------------------------------------------
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
recounts that on September 13, 2004, US Airways, Inc., and its
debtor-affiliates sought permission from the U.S. Bankruptcy Court
for the Eastern District of Virginia to pay accrued Non-Ordinary
Course Pension Obligations.

The request implicated three issues:

   (1) The request to pay postpetition service obligations;

   (2) Whether prepetition service obligations were properly
       treated as general, unsecured claims; and

   (3) The allocation of pension obligations and contributions
       between Postpetition Service Obligations and Prepetition
       Service Obligations.

The Pension Benefit Guaranty Corporation argued that the Debtors'
unpaid minimum funding obligations to the Pension Plans had
priority status.  The Court allowed the Debtors to pay the
Postpetition Service Obligations, but reserved judgment on the
priority vel non of unpaid minimum funding obligations.  The
Court has not yet ruled on that issue.

Since the Debtors could not reorganize while maintaining the
Pension Plans, the Court, at the Debtors' request, authorized the
termination of the Pension Plans.  After intense litigation, the
PBGC and the Debtors also entered into separate agreements
terminating the AFA Plan, the IAM Plan and the CE Plan and
appointing the PBGC as plan trustee.  At termination, the Debtors
had not made all funding contributions required by the Employee
Retirement Income Security Act.  As a result, termination of the
Pension Plans gave rise to further liability.

On February 2, 2005, the PBGC filed claims asserting that the
minimum funding liability for the Pension Plans was $203,435,892
and that the termination liability for the Pension Plans was
$2,448,800,000.  The PBGC also filed $1,100,000 unliquidated
claims for unpaid insurance premiums, although the Debtors
dispute this amount.

According to Mr. Leitch, the PBGC seeks priority treatment of the
minimum funding liability portion of the PBGC Claim.  The PBGC
acknowledges that the termination liability portion is not
entitled to priority.

The Debtors have not disputed the PBGC Claim, but assert that all
segments are overstated in amount.  The Debtors strongly dispute
that the minimum funding liability portion of the PBGC Claim is
entitled to priority treatment, except for less than $10,000,000
that relates to postpetition services provided to covered
employees.

Pursuant to the ERISA, the PBGC filed its Claims on a joint and
several basis, rendering the face amount of its Claim at over
$13,000,000,000.  However, the PBGC is limited to a single
recovery.

Due to the magnitude of amounts involved, the Debtors and the
PBGC engaged in settlement discussions.  The Committee of
Unsecured Creditors participated at several junctures.  These
negotiations have yielded a fair and successful outcome in the
form of a settlement and release, Mr. Leitch says.

The Debtors sought and obtained Judge Mitchell's approval of the
Settlement resolving the PBGC Claims.

                         The Settlement

The Settlement consists of these key elements:

     1) The Debtors will pay the PBGC $13,500,000 on the
        Effective Date of Debtors' Plan of Reorganization,
        covering the portion of the PBGC Claim that the Debtors
        agree is entitled to priority payment, plus an additional
        amount for the PBGC's priority assertions.

     2) The Debtors will give the PBGC a $10,000,000 Note,
        payable in seven years, bearing interest at 6% per annum,
        payable annually in arrears.  The Debtors will not pay
        principal until the Note matures in seven years.
        There will be no covenants or default triggers except for
        nonpayment of amounts due or another bankruptcy filing.

     3) The PBGC will receive 70% of the Unsecured Creditors'
        Stock on the Plan Effective Date.  This will give other
        unsecured creditors more than a pro rata recovery if non-
        PBGC claims are determined to be less than
        $1,100,000,000.  The PBGC may not divest the Stock for
        five months after the Plan Effective Date.

     4) The PBGC will fully support the Plan and will fully
        release the Debtors from the PBGC Claims.

Mr. Leitch explains that Unsecured Creditors will reap a windfall
if non-PBGC claims are less than $1,100,000,000.  In that event,
the PBGC's unsecured claims would be entitled to more than 70% of
the Unsecured Creditors Stock, absent the Settlement.  The PBGC
is surrendering the potential of a greater recovery to obtain its
recovery immediately.  However, if total claims are determined to
be greater than $1,100,000,000, unsecured creditors will see
dilution in their recoveries.

Mr. Leitch assures the Court that the Settlement is fair,
reasonable and in the best interest of the Debtors, their estates
and creditors.  If the PBGC prevails in litigation over the
priority of its claims, the Debtors would have nothing left for
distribution to their unsecured creditors and would not fully
satisfy priority creditors.  The Debtors' ability to reorganize
would be jeopardized.  

"This is reason enough for compromise," says Mr. Leitch.

Also, the Settlement allows the Debtors to avoid the costs,
expense and uncertainty associated with litigation over the
asserted priority of large portions of the PBGC Claim.  The
Settlement ensures the Debtors that some portion of the Unsecured
Creditors' Stock is available to other unsecured creditors.  
Without this certainty, creditors have little idea what their
distributions would be and could not intelligently vote on the
Plan.  

Bradley D. Belt, Executive Director of the PBGC, signs the
Settlement.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  

The Court confirmed the Debtors' plan in the second bankruptcy
filing on September 16, 2005. (US Airways Bankruptcy News, Issue
Nos. 103 & 104; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VENTURE HOLDINGS: Court Sets Admin. Claims Bar Date on October 9
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan set
October 9, 2005, as the deadline for all creditors owed money on
account of administrative claims specified in Sections 503(b), 365
and 1114(e)(2) of the U.S. Bankruptcy Code arising through and
including September 7, 2005, against Venture Holdings Company and
its debtor-affiliates to file proofs of claim.

The entities not required for filing proofs of claim:

   a) entities that have already filed with the Court;

   b) entities whose administrative claims against the Debtors
      have previously been granted by Court order.

   c) entities whose claims arose after September 7, 2005;

   d) professionals approved by the Court to represent the Debtors
      or the Creditor's Committee or members who are currently
      providing services to the estate; and

   e) entities whose administrative claims have already been paid.

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).  
As of March 31, 2002, the Debtors had total assets of
$1,459,834,000 and total debts of $1,382,369,000.  Venture's
prepetition lenders acquired Venture's assets during the chapter
11 proceeding.  John A. Karaczynski, Esq., and Robert M. Aronson,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Creditors' Committee.


WESCO DISTRIBUTION: S&P Rates Proposed $150 Million Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' subordinated
debt rating to WESCO Distribution Inc.'s proposed $150 million
senior subordinated note offering due 2017.  At the same time, S&P
assigned its 'BB-' corporate credit rating to WESCO International
Inc., which owns WESCO Distribution, and assigned a 'B' rating to
WESCO International's proposed $125 million senior unsecured
convertible note offering due in 2025.  Both notes are being
issued under SEC Rule 144A with registration rights.  The proposed
convertible notes are guaranteed on a senior subordinated basis.
     
Concurrently, S&P affirmed its ratings, including our 'BB-'
corporate credit rating, on WESCO Distribution.  Proceeds from the
debt offerings are expected to be used to repurchase WESCO's $200
million 9.125% subordinated notes due 2008 and to help finance its
acquisition of Carlton-Bates Co. (unrated).  The outlook is
stable.  At June 30, 2005, WESCO had approximately $670 million of
total debt.
      
"The speculative-grade ratings on WESCO reflect its aggressive
financial profile, which tempers the satisfactory business risk
profile the company enjoys as a leading distributor of electrical
construction products; maintenance, repair, and operating
supplies; and integrated supply and outsourcing services," said
Standard & Poor's credit analyst Joel Levington.
     
WESCO competes mainly in the U.S. electrical distribution
industry, which is estimated to be roughly $80 billion in size and
growing in the low-to-mid single-digit range.  Demand is driven in
part by overall economic conditions and the increasing use of
electrical parts.  The market is highly fragmented, which can lead
to very intense pricing pressures, particularly during periods
of weak demand.  Integrated supply and services is estimated to be
a $400 billion market, which is mainly driven by the trend across
a wide variety of general industrial manufacturers to outsource
noncore activities, such as purchasing and inventory management.
Smaller commercial construction projects have experienced healthy
demand, while in the longer term, larger construction projects
have remained relatively soft, though there are some signs of
recovery in the next year.  Demand from utilities is solid.
     
WESCO is one of the largest electrical distributors in the U.S.
Its competitive strengths include its geographic footprint, which
is broader than those of competitors, and its wide array of
products.  These factors help the company obtain national accounts
with major industrial manufacturers, as well as leverage its cost
structure.  WESCO benefits from good customer diversity -- in
2004, its top 10 customers accounted for approximately 11% of
sales.  Standard & Poor's also views WESCO's information systems
to be an important competitive factor, as they can provide details
on customer and product profitability, as well as reduce costs
through electronic data interface billing tools.


WILBRAHAM CBO: Fitch Junks Three Certificate Classes
----------------------------------------------------
Fitch Ratings affirms one class and downgrades three classes of
notes issued by Wilbraham CBO, Ltd.  These rating actions are the
result of Fitch's review process.  These rating actions are
effective immediately:

   -- $105,744,358 class A-1 notes affirmed at 'AA';
   -- $19,000,000 class A-2 notes downgraded to 'BB+' from 'BBB-';
   -- $8,843,475 class B-1 notes downgraded to 'C' from 'CC';
   -- $26,443,830 class B-2 notes downgraded to 'C' from 'CC';
   -- $30,773,830 class C notes remain at 'C'.

Wilbraham is a collateralized debt obligation managed by Babson
Capital Management LLC, which closed July 13, 2000.  Wilbraham is
composed of high yield bonds and loans.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest-rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

The downgrade of the class A-2, class B-1 and class B-2 notes is
the result of continued collateral deterioration complicated by
the application of principal proceeds to pay interest to the class
A-1 and A-2 notes.  Large payments to the interest rate hedge
counterparty have caused interest shortfalls to the class A notes
which are then supplemented with principal proceeds.  On the July
13th payment date, $827,767 of principal was applied to pay
interest to the class A notes.  Such principal erosion will likely
decrease the overcollateralization available to support the class
A-2 notes.

In addition, as of the Sept. 2, 2005 trustee report, Wilbraham's
portfolio held a combined $7 million of unsecured exposure to
Northwest Airlines and Delta Air Lines which represents
approximately 4.6% of the performing portfolio ($151.7 million).
Since the previous affirmation in June 2005, Fitch also has taken
negative rating actions on Tenet and Dana representing
approximately 5.2% of the performing portfolio; both issues remain
on Rating Watch Negative.

The class A-1 notes have amortized by an additional $16.8 million
since the last rating action leaving approximately 46.3% of the
original balance outstanding.  This de-leveraging continues to
offset the decline in portfolio credit quality.

The class B and class C notes will continue to capitalize interest
for the next several years.  Even in a benign default environment,
it is likely that neither note will receive any future cash flows.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/. For more information on the Fitch  
VECTOR model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, available on the Fitch Ratings
web site at http://www.fitchratings.com/


WODO LLC: Asks For Open-Ended Deadline to Decide on Parking Lease
-----------------------------------------------------------------
Wodo LLC asks the U.S. Bankruptcy Court for the Western District
of Washington to extend, until the confirmation of its Plan of
Reorganization, the time within which it can elect to assume,
assume and assign or reject it Prime Lease for Parking with
Cascade Hardwoods Incorporated.

The Debtor entered into a Parking Lease with Cascade Hardwoods
sometime in 2003 to provide parking for Legacy Plaza, LLC.  The
Debtor is obliged to provide parking pursuant to the terms of the
sale of a parcel of its real property to Legacy Plaza in May 2001.

The Debtor tells the Bankruptcy Court that the 20-year lease term
will expire on July 30, 2025.  With approximately $2.2 million
annual rent due to the Lessor, the Debtors say that a premature
assumption of the lease will result in a risk of a potentially
huge administrative claim against the estate.

In Aug. 2005, the Debtor commenced an adversary proceeding seeking
declaratory relief requiring Legacy Plaza to release it from its
obligation to provide parking.  The Debtor says that it would be
premature to assume or reject the Cascade Hardwoods parking lease
while the litigation is ongoing.

A copy of the Cascade Hardwoods prime lease agreement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=050920212208

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WODO LLC: Wants Solicitation Period Stretched to Jan. 13, 2006
--------------------------------------------------------------
Wodo, LLC, asks the U.S. Bankruptcy Court for the Western District
of Washington to extend, until Jan. 13, 2006, the period within
which it has the exclusive right to solicit acceptances for its
Plan of Reorganization.

The Debtor says that it needs the extension so it can make
necessary amendments on the submitted Plan that will incorporate
the negotiated resolution of WULA's claim.  WULA is major secured
creditor holding approximately $20 million in claims against the
Debtor.

The compromise agreement requires the Debtor to make an initial
payment to WULA by Oct. 17, 2005.  The Debtor has filed a motion
for approval of the compromise.  The Debtor anticipates WULA's
affirmative vote on a Plan as a result of the compromise
agreement.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WORLDCOM INC: Wants to Walk Away from Kennedy & Associates Pact
---------------------------------------------------------------
Mark A. Shaiken, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, tells the Court that in early 2000, Donna Miller,
WorldCom, Inc. and its debtor-affiliates' former vice president of
Employee Benefits, asked Kennedy and Associates to review certain
of the company's disability plans to identify and evaluate
potential cost savings.  Kennedy's review also included the
Debtors' health care plans as well as Medicare conversion and
recovery efforts.

Kennedy contended that it presented a report of its findings in
September 2000 and a proposal for additional and auditing work to
Ms. Miller, Mr. Shaiken relates.  The written proposal purportedly
outlined a $5,000 monthly retainer and a "50/50" split of the
savings.

Kennedy alleged that Ms. Miller asked for a formal contract and in
response, Kennedy sent Ms. Miller an agreement.

Mr. Shaiken emphasizes that Kennedy never received a signed copy
of the Alleged Agreement from Ms. Miller or any other employee of
the Debtors.

Beginning in May 2001, Kennedy sent invoices to the Debtors
amounting $5,000 per month.  The Debtors paid the invoices until
February 2002, Mr. Shaiken states.  The Debtors also paid Kennedy
three additional amounts totaling $170,000, between April and
June 2002, in recognition of their efforts in helping the Debtors
secure a $1,000,000 refund from The Hartford.  Kennedy did not
invoice the Debtors for any amounts after May 2002.

Kennedy contends that the Alleged Agreement is ongoing, according
to Mr. Shaiken.  Nevertheless, Kennedy admits that it has had no
contact with the Debtors concerning its benefit plans consulting
work since April 2003.

On January 23, 2003, Kennedy filed Claim No. 23470.  Mr. Shaiken
notes that the Claim does not assert that it is based on an
executory contract.  A written agreement that was not signed by
the Debtors was attached to the Claim.

BSI, LLC, the Debtors' claims management service, listed the
Claim as filed and further noted that it was not scheduled as an
executory contract on the Debtors' Schedule G.  The Debtors
objected to the Claim.

Kennedy responded to the Debtors' claim objection and asserted for
the first time that the Alleged Agreement was executory.  
Moreover, Kennedy contended that the Alleged Agreement had been
assumed as of the Effective Date, triggering a statutory
requirement to cure all defaults under Section 365(b)(1)(A) of the
Bankruptcy Code.

Mr. Shaiken clarifies that the Debtors do not concede that there
is an agreement between the parties or that any agreement is
executory.

Rather than litigate the issues and utilize valuable court time,
the Debtors accept Kennedy's assertion that the Alleged Agreement
should be characterized as an executory contract, and seek the
Court's authority to reject the Alleged Agreement, nunc pro tunc
to the Confirmation Date.

The Debtors did not list any agreement with Kennedy in their
schedules and statements of affairs.  Thus, any Alleged Agreement
between the parties was not designated for rejection, Mr. Shaiken
notes.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XYBERNAUT CORP: Equity Panel Taps Connolly Bove as Counsel
----------------------------------------------------------          
The Official Committee of Equity Security Holders of
Xybernaut Corporation and its debtor-affiliate asks the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to employ Connolly Bove Lodge & Hutz LLP as its
counsel.

Connolly Bove will:

   1) advise and consult the Equity Committee with regards to its
      powers and duties to review and analyze the continued
      management and operation of the Debtors' business and
      properties and on the conduct of the Debtors' chapter 11
      cases;

   2) advise the Committee in connection with any potential sale
      of the Debtors' assets or business combinations, and on
      matters relating to the evaluation of the assumption,
      rejection or assignment of unexpired leases and executory
      contracts;

   3) advise the Committee with respect to legal issues relating
      to the Debtors' ordinary course of business, including
      attendance at management meetings and meetings with the
      Debtors' legal, financial and bankruptcy advisors and
      meeting with the Debtors' board of directors;

   4) analyze proposed actions to protect and preserve the
      Debtors' estates, including the prosecution of actions and
      proceedings, the defense of actions and proceedings
      commenced against the Debtors, negotiations concerning all
      litigation in which the Debtors are involved and objections
      to claims filed against the estate'

   5) prepare on behalf of the Committee all motions,
      applications, answers, orders, reports and papers necessary
      to the administration of the Debtors' estates;

   6) analyze, review and negotiate on behalf of the Committee any
      proposed plan of reorganization or plan of liquidation and
      its accompanying disclosure statement and obtain
      confirmation for that plan;

   7) attend meetings with third parties and appear before the
      Bankruptcy Court, other courts, and the U.S. Trustee to
      protect and preserve the interests of the Committee; and

   8) perform all other legal services to the Equity Committee in
      connection with the Debtors' chapter 11 cases.

Craig B. Young, Esq., a Counsel of Connolly Bove, is one of the
lead attorneys for the Equity Committee.  Mr. Young charges $385
per hour for his services.  Mr. Young discloses that his Firm is
requesting to be paid a $70,000 retainer from the Debtors'
estates.

Mr. Young reports Connolly Bove's professionals bill:

      Designation              Hourly Rate
      -----------              -----------
      Sr. Counsel & Partners      $385
      Associates                  $190
      Paraprofessionals        $130 - $150

Connolly Bove assures the Court that it does not represent any
interest materially adverse to the Equity Committee, the Debtors
or their estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,  
develops and markets small, wearable, mobile computing and  
communications devices and a variety of other innovative products  
and services all over the world.  The corporation never turned a  
profit in its 15-year history.  The Company and its affiliate,  
Xybernaut Solutions, Inc., filed for chapter 11 protection on  
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).   
John H. Maddock III, Esq., at McGuireWoods LLP, represents the  
Debtors in their chapter 11 proceedings.  When the Debtors filed  
for protection from their creditors, they listed $40 million in  
total assets and $3.2 million in total debts.


XYBERNAUT CORP: Equity Panel Taps Hurson as Special Counsel
-----------------------------------------------------------          
The Official Committee of Equity Security Holders of
Xybernaut Corporation and its debtor-affiliate asks the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to employ Law Offices of Daniel J. Hurson as its
special counsel.

Daniel J. Hurson will:

   1) assist the Equity Committee in investigating the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and the operation of their businesses;

   2) participate in the formulation of the Debtors' chapter 11
      plan and in other matters relevant to formulation of that
      plan;

   3) assist the Committee in the investigations of the Debtors
      being conducted by the U.S. Securities and Exchange
      Commission and the U.S. Dept. of Justice;

   5) assist in investigating the potential litigation to be
      brought on behalf of the shareholders against former
      officers and directors of the Debtors and the former
      accountants and other professionals providers of the
      Debtors;

   6) assist in investigating the various lawsuits brought by or
      on behalf of shareholders and former shareholders of the
      Debtors and in various directors' and officers' insurance
      coverage related issues and general corporate matters and
      securities matters; and

   7) render all other necessary legal services to the Equity
      Committee that are in the interest of the Debtors'
      shareholders.

Daniel J. Hurson, Esq., and Daniel W. Hurson, Esq., are the lead
professionals of the Firm performing services to the Equity
Committee.  Daniel J. Hurson discloses that his Firm is requesting
a $30,000 retainer from the Debtors' estates.

Daniel J. Hurson charges $375 per hour for his services, while
Daniel W. Hurson charges $225 per hour for his services.

Daniel J. Hurson assures the Court that his Firm does not
represent any interest materially adverse to the Equity Committee,
the Debtors or their estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,  
develops and markets small, wearable, mobile computing and  
communications devices and a variety of other innovative products  
and services all over the world.  The corporation never turned a  
profit in its 15-year history.  The Company and its affiliate,  
Xybernaut Solutions, Inc., filed for chapter 11 protection on  
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).   
John H. Maddock III, Esq., at McGuireWoods LLP, represents the  
Debtors in their chapter 11 proceedings.  When the Debtors filed  
for protection from their creditors, they listed $40 million in  
total assets and $3.2 million in total debts.


YUKOS OIL: Rosneft to Pay Interest on $482-M Outstanding Loan
-------------------------------------------------------------
State-owned OAO Rosneft Oil Company, the new owner of
Yuganskneftegas, has agreed to pay interest on Yukos Oil
Company's outstanding $482 million syndicated loan to a group of
Western banks to avoid litigation and cross-default, Vedomosti
business daily reports, citing bank sources.

Yuganskneftegas used to be Yukos' main oil unit before it was
auctioned in December 2004.

The Banks granted Yukos a $1 billion loan in 2003, with
Yuganskneftegas' oil exports as collateral.  The Banks include
Societe Generale, Citigroup, Deutsche Bank, Commerzbank, Credit
Lyonnais, HSBC and ING.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Cooley Godward Relocates San Francisco Office
-----------------------------------------------
Effective September 6, 2005, the San Francisco office of Cooley
Godward LLP relocated to:

     Cooley Godward LLP
     101 California St., 5th Floor
     San Francisco, CA 94111-5800
     Telephone (415) 693-2000
     Fax (415) 693-2222
     http://www.cooley.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532; http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel
         Union League Club, New York, New York
            Contact: 908-575-7333; http://www.turnaround.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Cross-Border Business Restructuring and
         Turnaround Conference
            Grand Hyatt, Seattle, Washington
               Contact: 312-578-6900; http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Francisco, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         San Francisco, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Costa Mesa, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Costa Mesa, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street, New York, New York
              Contact:  1-800-537-3635; http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The 2005 Bankruptcy Amendments Seminar: The Law of Intended
         and Unintended Consequences
            Woodbridge Hilton, Iselin, New Jersey
               Contact: http://www.turnaround.org/

September 28, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Diego, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 29, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      West Coast Corporate Restructuring Conference
         Grand Hyatt on Union Square, San Francisco, California
            Contact: http://www.airacira.org/

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Sacramento, California
               Contact: http://www.ceb.com/;1-800-232-3444

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Sacramento, California
            Contact: http://www.ceb.com/;1-800-232-3444

October 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Kurt Eichenwald, Author of Enron: Conspiracy of Fools
         Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

October 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference: Management & Teamwork in Stressful
         Situations
            Renaissance Chancery Court Hotel, London, UK
               Contact: 312-578-6900; http://www.turnaround.org/

October 17-18, 2005
   AMERICAN CONFERENCE INSTITUTE
      Airline Restructuring
         Park Central New York, New York
            Contact: http://www.americanconference.com/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 312-578-6900; http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356; http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical    
               Transactions and Investments
                  The Millennium Knickerbocker Hotel, Chicago,
                     Illinois
                        Contact: 903-595-3800; 1-800-726-2524;
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
    Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/


December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
         Fairmont Scottsdale Princess, Scottsdale, Arizona
            Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;          
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  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 $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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