TCR_Public/050928.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 28, 2005, Vol. 9, No. 230

                          Headlines

360NETWORKS: Settles Dispute Over AboveNet Communications' Claims
ACTIVANT SOLUTIONS: Plans $140-Mil. Private Senior Debt Placement
ACTIVANT SOLUTIONS: S&P Affirms B+ Sr. Secured Debt Rating
ADELPHIA COMMS: MacKay Shields Resigns from Creditors Committee
ADELPHIA COMMS: Stipulation on Transfer Accounting Dispute Okayed

ADELPHIA COMMS: Sells Three Real Estate Parcels for $721,000
ALLIED HOLDINGS: Equity Deficit Triples to $127.4MM in Six Months
AMERICAN EASTERN: Case Summary & 20 Largest Unsecured Creditors
ANCHOR GLASS: Panel Opposes Glenshaw's Bid to Recover Glass Molds
APARTMENTS AT TIMBER: Pleiss Okayed as Ch. 11 Trustee's Accountant

AQUILA INC: Selling Selected Utility Assets for $896.7 Million
ASARCO LLC: Wants Lehman as Financial Advisor & Investment Banker
ASARCO LLC: Wants HR&A as Tort Claims Consultant
ASARCO LLC: Govt. Wants CERLA Trial Upheld in Idaho District Court
ATA AIRLINES: Wants Court Nod on Goodrich Corp. Settlement

BEAZER HOMES: Registers $3M+ Convertible Senior Notes for Resale
BELDEN & BLAKE: Extends Tender Offer for Sr. Sec. Notes to Oct. 12
BUDGET GROUP: Administrator Asks for Decree Closing Ch. 11 Case
CAPELLA HEALTHCARE: Moody's Junks $58 Million Sr. Sec. Term Loan
CAPELLA HEALTHCARE: S&P Junks $58 Mil. Proposed Sr. Secured Debt

CATHOLIC CHURCH: Court Sets Status Conference Schedule in Portland
CENTURY/ML: Century & ML Media Inks Estate Administration Accord
CENTURY/ML: Court OKs Stipulation on Transfer Accounting Dispute
CERVANTES ORCHARDS: Deere Credit Won't Allow Cash Collateral Use
CHOICE FINANCIAL: Case Summary & 13 Largest Unsecured Creditors

COIN BUILDERS: Case Summary & 20 Largest Unsecured Creditors
COLLINS & AIKMAN: GM Wants to Recover Tooling Equipment
COMPOSITE TECH: Selling $6 Million Notes Via Private Placement
CORNERSTONE PRODUCTS: Panel Taps FTI as Financial Advisor
CUMMINS INC: Plans to Repay $250 Million 9-1/2% Notes in Dec. 2006

DAP HOLDING: Section 304 Petition Summary
DRUGMAX INC: Wells Fargo Commits $65 Million in New Financing
DRUGMAX INC: Has Until Oct. 24 to Comply with Nasdaq Requirements
DURANGO GEORGIA: Paper Mill & Timberland to be Auctioned on Dec. 6
DURA OPERATING: Moody's Junks $856 Million Senior Notes' Ratings

ELITE GAMING: Case Summary & 8 Largest Unsecured Creditors
ENRON CORP: Agrees to Allow ECP Claims for $12 Million
ENRON CORP: Wants Court Nod on Potomac Settlement Agreement
ENTERGY NEW ORLEANS: Court Approves Interim DIP Facility
ESCHELON TELECOM: Registers 1.6-Mil Common Shares for Distribution

FEDERAL-MOGUL: Inks Pact Resolving Dispute with UK Administrators
FEDERAL-MOGUL: Alan Haughie Appointed as Chief Accounting Officer
FIBERMARK INC: Files Revised Plan to Reflect New Bondholders Pact
FIDELITY NATIONAL: Schedules Equity Distribution on Oct. 17
FLYI INC: Cuts Service & Scours for Financing to Avert Bankruptcy

FOAMEX INT'L: Final DIP Financing Hearing Set for October 17
FOAMEX INT'L: Court Allows Continued Use of Existing Bank Accounts
FOAMEX INT'L: Court Okays Continued Use of Cash Management System
GENERAL MOTORS: Fitch Lowers Rating One Notch to BB From BB+
GMAC: Fitch Downgrades Senior Unsecured Rating to BB

HEILIG-MEYERS: Wachovia Bank Says Plan Shouldn't Be Confirmed
HILLMAN COS: AMEX Accepts Plan for Continued Listing Compliance
HOME PRODUCTS: McGladrey & Pullen Replaces KPMG as Auditors
HORNBECK OFFSHORE: Selling Debt & Equity in Private & Public Deals
INSEQ CORP: Acquires Separation and Recovery in All-Stock Deal

INTERNATIONAL PAPER: Sells Carter Holt Equity Stake for $1.14B
INTERSTATE BAKERIES: Asks Court to Okay Nestle Purina Agreement
JACOBS INDUSTRIES: Case Summary & 80 Largest Unsecured Creditors
JERNBERG INDUSTRIES: Retiree Panel Taps Fagelhaber LLC as Counsel
KAIRE HOLDINGS: Registers 84 Million Common Shares for Resale

KAISER ALUMINUM: Asks Court to Extend Deadline to Remove Actions
KEY3MEDIA GROUP: Wants Until Dec. 31 to Object to Claims
LEINER HEALTH: Completes Credit Agreement Amendment with Lenders
LIN TV: Subsidiary Selling $190 Mil. Notes Via Private Placement
MD BEAUTY: S&P Revises Outlook to Negative from Stable

MEDICALCV INC: Files Supplemental Prospectus on 63 Million Shares
MELLON RESIDENTIAL: Fitch Junks Rating on Class B-5 Certificates
METALFORMING TECHNOLOGIES: Court Approves $25 Mil. Sale to Zohar
METALFORMING TECH: Creditors Must File Proofs of Claim By Oct. 20
METROPOLITAN MORTGAGE: Court Approves Amended Disclosure Statement

METROPOLITAN MORTGAGE: SEC Sues Four Former Executives for Fraud
METROPOLITAN MORTGAGE: Sues PwC for Negligence in Audit Work
MIRANT CORP: Selling Washington Power Unit to Longview for $17.2M
MIRANT CORP: Bowline Gets Court OK to Recover $4.9M from Insurer
MOLECULAR DIAGNOSTICS: CFO Dennis L. Bergquist Resigns

NATIONAL BENEVOLENT: Sues Weil Gotshal to Reduce Bankruptcy Costs
NAVIGATORS GROUP: S&P Assigns Preliminary BB+ Pref. Stock Rating
NEIMAN MARCUS: Fitch Places Issuer Default Rating at B-
NORTH AMERICAN: Files Amended Plan & Disclosure Statement
NORTHWEST AIRLINES: Common Stock Stops Trading on NASDAQ

NORTHWEST AIRLINES: UST Meeting to Form Committees Friday Morning
NORTHWEST AIRLINES: Adjusts CEO Steenland Employment Agreement
NRG ENERGY: Continues Stock Repurchase Program
ON TOP: Gets Court Nod to Employ Thomas Lackey as Local Counsel
PIPE CREEK: Case Summary & 34 Largest Unsecured Creditors

PROTOCOL SERVICES: Unsecured Creditors May Recover 7.5% of Claims
PROTOCOL SERVICES: Gets Court Nod to Use $3.3 Mil. Cash Collateral
PROTOCOL SERVICES: Wants Until Nov. 30 to Assume or Reject Leases
RAVEN MOON: Registers 3.7 Billion Common Shares for Resale
RELIANCE GROUP: Court OKs Gage Spencer as Panel's Special Counsel

RIVER CITY: Case Summary & 20 Largest Unsecured Creditors
RUSSELL CORP: Moody's Downgrades Sr. Unsecured Debt Rating to B2
SAINT VINCENTS: Has Full Access to $100 Million HFG DIP Facility
SANDERS FARMS: Case Summary & 10 Largest Unsecured Creditors
SILICON GRAPHICS: Wants to Save $100 Million Through Restructuring

SILICON GRAPHICS: Balance Sheet Upside-Down by $191MM by June 24
TECHNEGLAS INC: Ohio EPA Wants Chapter 11 Plan Rejected
TOWER AUTOMOTIVE: Inks Settlement Agreement With UNOVA Industrial
TOWER AUTOMOTIVE: Two Utility Companies Press for Deposits
TRAINER WORTHAM: Fitch Affirms BB Rating on $16 Mil. Pref. Shares

UAL CORP: Contrarian Funds Buys Air Serv's $450,000 Claim
USA MOTOR: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: Completes Merger With America West Airlines
WESTPOINT STEVENS: Motion to Dismiss Chapter 11 Cases Draws Fire
WILLIAMS COS: Inks $700-Mil Credit Pacts with Citicorp & Citibank

WORLDCOM INC: Asks Court to Reject William Brown's Class Claim
WORLD HEALTH: Warns of Possible Bankruptcy Due to Financial Woes

* Juan Manuel Trujillo Joins Sheppard Mullin as NY Finance Partner

* Upcoming Meetings, Conferences and Seminars

                          *********

360NETWORKS: Settles Dispute Over AboveNet Communications' Claims
-----------------------------------------------------------------
Before the Petition Date, AboveNet Communications, Inc., formerly
known as Metromedia Fiber Network Services, Inc., and 360networks
(USA), Inc., entered into two agreements:

   1. Collocation Agreement, dated July 6, 1998, as amended; and

   2. Joint Build Agreement, dated May 1, 2000, together with any
      and all ancillary or related agreements executed by the
      parties.

Pursuant to the Agreements, the Debtors were obligated to pay
AboveNet for, among others things, the licensing of dedicated
fiber optic strands upon AboveNet's fiber optic communications
network, and work related to the construction of portions of a
fiber optic network.

On May 1, 2002, AboveNet filed Claim No. 1037.  Pursuant to a
previous Court order, Claim No. 1037 was allowed in a reduced
amount equal to $499,173.  AboveNet disputed the reduction.

On October 2, 2002, the Debtors rejected the Agreements with
AboveNet pursuant to a Court order.

In accordance with the Debtors' Plan of Reorganization, AboveNet
received 1,688 shares of the common stock of 360networks
(Holdings) Ltd., on account of Claim No. 1037.

AboveNet then filed two unsecured non-priority claims aggregating
over $7.62 million.

However, the Debtors point out that AboveNet's Additional Claims
include duplicative amounts.  Furthermore, the Debtors note that
AboveNet's remaining claims in their Chapter 11 cases do not
exceed $7.62 million.  The Debtors also believe that they have
other defenses to the Additional Claims.

To fully resolve the disputes, the parties agree, with the
Court's consent, that:

   (a) The Additional Claims -- Claim Nos. 1846 and Claim No.
       1850 -- will be combined and will be known as Claim No.
       1846;

   (b) Claim No. 1846 will be reduced and allowed as a General
       Unsecured Claim for $4,000,000; and

   (c) All other claims that have been or may have been asserted
       in the Debtors' Chapter 11 cases by AboveNet, excluding
       Claim No. 1037, are disallowed.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.  (360 Bankruptcy News,
Issue No. 87; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ACTIVANT SOLUTIONS: Plans $140-Mil. Private Senior Debt Placement
-----------------------------------------------------------------
Activant Solutions Inc. intends to privately place $140 million
principal amount of floating rate senior notes due 2010, and that
its parent holding company, Activant Solutions Holdings Inc.,
intends to privately place $40 million principal amount of senior
floating rate pay-in-kind notes due 2011, in each case subject to
market and other conditions and pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended.  The
proceeds of the private offerings are expected to be used to repay
bridge loans incurred in connection with Activant's acquisition of
Prophet 21, Inc., on Sept. 13, 2005.

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the Company obtained the necessary funds to finance the
acquisition by P21 Merger Corporation of Prophet 21 through cash
on hand, a capital contribution from Activant Solutions Holdings
and $140 million through borrowings under a senior unsecured
bridge loan.

P21 Merger is the Company's wholly owned subsidiary.  The total
consideration paid pursuant to the Agreement and Plan of Merger
was approximately $215 million.

The notes have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States, absent
registration or an applicable exemption from such registration
requirements.


Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Moody's Investors Service has placed these ratings of the Activant
Solutions Inc. under review for possible downgrade.

   * B2 rating on $120 million senior unsecured notes, due 2010

   * B2 rating on $157 million (face value) senior unsecured notes
     due 2011; and

   * B1 Corporate Family Rating

As reported in the Troubled Company Reporter on Mar. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B+' debt rating
to Austin, Texas-based Activant Solutions Inc.'s proposed
$120 million senior unsecured floating rate notes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and senior unsecured debt ratings.

The proposed floating rate notes are rated the same as the
corporate credit rating, because of the minimal amount of secured
debt, a $15 million revolving credit facility, in the capital
structure.  Proceeds from the proposed floating rate notes will
primarily be used to fund the acquisition of Speedware
Corporation, which was announced in January 2005.  S&P says the
outlook is stable.


ACTIVANT SOLUTIONS: S&P Affirms B+ Sr. Secured Debt Rating
----------------------------------------------------------
Standard & Poor's Ratings Services announced that it affirmed its
'B+' corporate credit and senior unsecured debt ratings on Austin,
Texas-based Activant Solutions Inc.

The ratings were removed from CreditWatch, where they were placed
with negative implications on Aug. 17, 2005, following the
announcement that Activant would acquire Prophet 21, a leading
technology solutions provider to the wholesale distribution
market, for approximately $215 million.

At the same time, Standard & Poor's assigned its 'B+' debt rating
to the proposed $140 million senior unsecured floating rate notes,
which will have essentially the same terms as the existing
floating rate notes, and its 'B-' debt rating to the proposed $40
million senior PIK notes, which will be an obligation of Activant
Solutions Holdings Inc., and will be structurally subordinated to
all indebtedness of Activant Solutions Inc.  The outlook is now
negative.

"The ratings affirmation reflects Standard & Poor's expectation
that Activant's highly visible and recurring revenue base,
combined with consistent EBITDA margins in the mid-20% area, will
lead to continued modest free operating cash flow generation and
an improved financial profile over the intermediate term," said
Standard & Poor's credit analyst Ben Bubeck.

The negative outlook, however, reflects the increased pace of
acquisition activity and inherent integration risks, combined with
debt leverage that is high for the current rating level.

The ratings on Activant reflect its narrow business profile,
acquisitive growth strategy and limited liquidity.  These are only
offset partly by a leading position in its addressed vertical
markets, a significant amount of recurring revenue, and consistent
profitability.

Activant is a leading provider of business management software and
solutions to the retail hardware and home centers, lumber and
building materials, and wholesale trade markets, along with the
automotive aftermarket.

Following the Prophet 21 acquisition (and the Speedware
acquisition earlier this year) the company has established a solid
presence in the wholesale trade vertical.  Pro forma for the
proposed floating rate notes and senior subordinated PIK notes,
the company had approximately $473 million of operating lease-
adjusted total debt as of June 2005.


ADELPHIA COMMS: MacKay Shields Resigns from Creditors Committee
---------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
advises the U.S. Bankruptcy Court for the Southern District of New
York that MacKay Shields, LLC, is no longer a member of the
Official Committee of Unsecured Creditors of Adelphia
Communications Corp., et al.  The Creditors Committee is now
composed of eight members:

    1. Appaloosa Management, LP
       26 Main Street
       Chatham, NJ 07928
       Attn: James Bolin
       Phone: (973) 701-7000
       Fax: (973) 701-7309

    2. W. R. Huff Asset Management Co., LLC
       67 Park Place
       Morristown, NJ 07960
       Attn: Edwin M. Banks, Senior Portfolio Manager
       Phone: (973) 984-1233
       Fax: (973) 984-5818

    3. Law Debenture Trust Company of New York
       767 Third Avenue, 31st Floor
       New York, New York 10017
       Attn: Daniel R. Fisher, Senior Vice President
       Phone: (212) 750-6474
       Fax: (212) 750-1361

    4. U.S. Bank National Association, as Indenture Trustee
       One Federal Street
       Boston, Massachusetts 02110
       Attn: Laura L. Moran
       Phone: (617) 603-6429
       Fax: (617) 603-6640

          - and -

       U.S. Bank National Association, as Indenture Trustee
       60 Livingstone Avenue
       St. Paul, Minnesota 55107
       Attn: Timothy J. Sandell
       Phone: (651) 495-3959
       Fax: (651) 495-8100

    5. Sierra Liquidity Fund, LLC
       2699 White Road, Suite 255
       Irvine, CA 92614
       Attn: Jim Riley, Esq.
       Phone: (949) 660-1144
       Fax: (949) 660-0632

    6. Wilmington Trust Company, as Indenture Trustee
       1100 North Market Street
       Wilmington, Delaware 19890
       Attn: Suzanne J. MacDonald
       Phone: (302) 636-6000
       Fax: (302) 636-4143

    7. Tudor Investment Corporation
       15303 Ventura Boulevard, Suite 900
       Sherman Oaks, CA 91403
       Attn: Mr. Darryl A. Schall
       Phone: (818) 380-3065
       Fax: (203) 552-6248

    8. Highfields Capital Management
       200 Clarendon Street, 51st Floor
       Boston, MA 02116
       Attn: Mr. Richard Grubman
       Phone: (617) 850-7500
       Fax: (617) 850-7610

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 107; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Stipulation on Transfer Accounting Dispute Okayed
-----------------------------------------------------------------
Adelphia Communications Corp., its wholly owned, indirect
subsidiary Debtor Century Communications Corp., Debtor Century/ML
Cable Venture, Century/ML Cable Corporation and ML Media
Partners, L.P., want to complete the consolidated audited
financial statements of Century/ML, which include the accounts of
Cable Corp.

On March 28, 2002, approximately $25 million was transferred from
the bank accounts of Cable Corp. to the bank accounts of Century
and ACOM.  At the time of the Transfer, Century/ML and Cable
Corp. had consolidated liabilities to Century and ACOM of at
least $25 million.

Disputes have arisen between Century and ACOM, on one side, and
ML Media, on the other, regarding:

    -- how to account for the Transfer,
    -- the effect of the Transfer on the Financial Statements, and
    -- other matters accounted for in the Financial Statements.

Century and ML Media, as owners of Century/ML, agreed to adopt
certain proposed accounting treatments in the Financial
Statements for the Transfer Accounting Dispute and the Other
Disputed Matters, subject to, among others, the preparation of
language to be included in the notes to the Financial Statements
reasonably acceptable to Adelphia and to ML Media.

In a stipulation Judge Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved, the parties agree that:

    1. The Financial Statements, and the representation letters to
       be delivered by Century, ACOM and ML Media to Century/ML
       auditors in connection with the Financial Statements, are
       not intended to and will not preclude any of the parties
       from maintaining or asserting any claim, defense, or
       liability against each other; and

    2. ML Media, Century and ACOM agree to the Proposed Accounting
       Treatment for the Transfer Accounting Dispute and waive all
       claims against each other, Cable Venture or Cable Corp.
       arising out of the adoption of the Proposed Accounting
       Treatment for the Transfer Accounting Dispute.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Sells Three Real Estate Parcels for $721,000
------------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedures,
Adelphia Communications Corporation and its debtor-affiliates
inform Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York that they will sell these real estate parcels
for $721,000:

1. Property:          Lot 376 in the Long Cove development
                       at Hilton Head in South Carolina 29928
    Purchaser:         Sean Lewis
    Agent:             Charter One Realty Company
    Amount:            $340,000
    Deposit:           $2,000
    Appraised Value:   $290,000

2. Property:          Lot 461, in the Long cove development
                       at Hilton Head in South Carolina 29928
    Purchaser:         Robert Blumber
    Agent:             Charter One Realty Company
    Amount:            $340,000
    Deposit:           $5,000
    Appraised Value:   $270,000

3. Property:          Real Property at 746 North Main St.,
                       Coudersport, Pennsylvania 16915
    Purchaser:         Gary and Jennifer Grupp
    Agent:             Field and Stream Real Estate
    Amount:            $41,000
    Deposit:           $1,000
    Appraised Value:   $41,000

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 105; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Equity Deficit Triples to $127.4MM in Six Months
-----------------------------------------------------------------
Allied Holdings, Inc., delivered its quarterly report on
Form 10-Q for the quarter ending June 30, 2005, to the Securities
and Exchange Commission on Sept. 22, 2005.

For the second quarter of 2005, the Company recorded a
$75.1 million net loss compared to a net loss of $3.8 million in
the second quarter of 2004.

Revenues were $232.6 million in the second quarter of 2005 versus
revenues of $236.6 million in the second quarter of 2004, a
decrease of 1.7% or $4.1 million.  This decrease was due primarily
to a 9.5% reduction in the number of vehicles delivered in the
second quarter of 2005 versus the second quarter of 2004.

Salaries, wages and fringe benefits decreased from 54.1% of
revenues in the second quarter of 2004 to 50.8% of revenues in the
second quarter of 2005 due primarily to a reduction in workers'
compensation costs.  In the second quarter of 2005, workers'
compensation costs were 4% of revenues whereas in the second
quarter of 2004, workers' compensation costs were 6.4% of
revenues.

Operating supplies and expenses increased from 17.5% of revenues
in the second quarter of 2004 to 19.0% of revenues in the second
quarter of 2005.  The increase is due primarily to an increase in
fuel expense, which increased from 5.8% of revenues in the second
quarter of 2004 to 7.7% of revenues in the second quarter of 2005.

At June 30, 2005, the Company's balance sheet shows $352,931,000
in total assets.  Stockholders' deficit tripled to $127,443,000 at
June 30, 2005, from a $41,549,000 deficit at Dec. 31, 2004.

                   DIP Pays Defaulted Facility

As of June 30, 2005, based on the financial reports delivered on
July 29, 2005, to the Company's lenders under its Prepetition
Facility, the Company was in default of its Prepetition Facility
due to a violation of the financial covenant in its Prepetition
Facility related to the minimum consolidated earnings before
interest, taxes, depreciation, and amortization, as defined in the
Pre-petition Facility.  Because the violation of the financial
covenant as of June 30, 2005, made the Prepetition Facility
callable, the Prepetition Facility is considered a short-term
obligation and is classified as current portion of long-term debt
as of June 30, 2005.

On Aug. 1, 2005, the Company obtained DIP Facilities to provide
debtor-in-possession financing in connection with its Chapter 11
filing.  On Aug. 2, 2005, using funds received from its DIP
Facilities, the Company repaid all obligations outstanding under
the Prepetition Facility, including the $1.9 million premium due
for prepayment of the facility prior to maturity.

                          Going Concern

Allied's management said the Company's ability to continue as a
going concern is predicated on, among other things:

   (1) the confirmation of a plan of reorganization;
   (2) compliance with the provisions of the DIP Facilities;
   (3) its ability to generate cash flows from operations; and
   (4) its ability to obtain financing sufficient to satisfy its
       future obligations.

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

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


AMERICAN EASTERN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Eastern Builders, Inc.
        3820 Miriam Drive
        Charlotte, North Carolina 28205

Bankruptcy Case No.: 05-34053

Type of Business: The Debtor is a general building contractor.
                  See http://www.americaneastern.net/

Chapter 11 Petition Date: September 26, 2005

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, North Carolina 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Edward Calkins                Shareholders loans,     $1,692,204
7129 Elkston Drive            rent, salary, &
Charlotte, NC 28210           indemnity claims

BB&T of NC Business Loan      Business loan             $237,982
Center
P.O. Box 580003
Charlotte, NC 282580003

Ford Motor Credit Company     Lease of two 2003          $60,879
Commercial Lending Services   Ford F350 4X2 trucks
P.O. Box 472687
Charlotte, NC 282472684

Port City Electric Company    Electrical supplies        $59,982

Southeastern Plumbing &       Plumbing heating           $33,426
Heating                       service/supplies

Binswanger Glass Inc.         Supplies                   $19,265

Carolina Sheet Metal          Supplies                   $17,153

Century Contracting Inc.      Supplies                   $15,900

Besco Electric Corporation    Electrical services        $11,579

Charlotte Glass Cont          Supplies                   $10,695

Southern Mechanical           Supplies                    $9,951

CM Steel Inc.                 Supplies                    $9,074

Selective Insurance           Insurance                   $8,968

Joe H. Ervin Grading          Grading                     $7,492

Johnston Allison & Hord       Legal services              $7,730

Lowes                         Credit card                 $6,893

Propst Construction           Open account                $6,669

Empire Concrete Construction  Conrete supplies            $5,790

Hartsell Bros Fence Co.       Supplies                    $5,596

Weathergard Inc.              Open account                $5,350


ANCHOR GLASS: Panel Opposes Glenshaw's Bid to Recover Glass Molds
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asks the U.S. Bankruptcy Court for the
Middle District of Florida to deny GGC LLC's, fka as Glenshaw
Glass Company, request to compel the Debtor to return some molds
that it allegedly owns.

The Committee asserts that GGC, LLC, has not shown that cause
exists to lift the stay in the Debtor's bankruptcy case.
Apparently, says Marcy E. Kurtz, Esq., at Bracewell & Guiliani
LLP, in Dallas, Texas, no cause exists.

GGC has asserted that the lack of adequate protection of its
interests is a cause to modify the automatic stay.  Subsequently,
in response to the Court's Order requiring it to identify what it
believes to be adequate protection of interest, GGC stated that
it is not seeking adequate protection with respect to the molds.

Ms. Kurtz contends that by GGC's own admission, no amounts are
due on any of the property it identified as being subject to the
Motion.  GGC has no use for the property or the glass molds it
seeks to recover as its production aspect has been discontinued,
and it continues now solely for the purpose of liquidating its
bankruptcy estate.  Furthermore, Ms. Kurtz adds that GGC remains
in possession of similar property belonging to the Debtor.

The glass molds are essential to the effective reorganization of
the Debtor, Ms. Kurtz argues.  Unlike GGC, the Debtor's
manufacturing operations continue and the molds are still used in
those operations.  Lifting the stay at this time to allow GGC to
recover and sell property on which no debt is owed and that is
currently used by the Debtor in its operations is not
appropriate.

Ms. Kurtz believes that the GGC Motion is an attempt to collect
on prepetition debt against the Debtor.  GGC does not demonstrate
through its Motion that cause exists to allow it to circumvent
the Bankruptcy Code and the priority scheme set out.

According to Ms. Kurtz, requiring the Debtor to relinquish
possession of property of a third party to GGC would expose the
Debtor to unnecessary litigation.  Furthermore, the Debtor cannot
turn over property that is not in its possession.  Allowing GGC
to seek sanctions in the Court for the Debtor's failure to turn
over a property that is not in the Debtor's possession is not
appropriate and will certainly result in unnecessary expense to
the Debtor should the Court require it to defend against the
sanctions by lifting the stay.

Judge Paskay will convene a hearing on October 12, 2005, at
11:00 a.m., to consider the Committee's response.

          Anchor Glass Continues to Defend Right

Monica Marselli, the Debtor's Associate General Counsel, discloses
that in a telephone conversation on July 13, 2005, GGC's counsel,
Ronald Roteman, agreed to extend the time for the Debtor to
respond to GGC's Turnover Complaint.  Pursuant to an order entered
by the Pennsylvania Bankruptcy Court, Anchor was to file an answer
to the Turnover Complaint by July 15, 2005.

Ms. Marselli says that Mr. Roteman granted the extension so that
the Debtor and GGC could negotiate a resolution to the matter and
save the Debtor the expense of engaging counsel in Pennsylvania.
Ms. Marselli, however, says that she did not understand the
extension of time to have a finite deadline.  During the
conversation, she proposed to resolve the dispute and maintained
correspondence with Mr. Roteman.

Ms. Marselli has continued to believe that the Debtor is not
required to file a response to the Turnover Complaint because of
the extension and because of the fact that settlement discussions
were still ongoing.

Ms. Marselli asserts that the Debtor would have vigorously
contested GGC's Turnover Action if the parties did not reach an
agreement through negotiation.  Moreover, the molds are integral
to the Debtor's recovery from the Chapter 11 case.

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


APARTMENTS AT TIMBER: Pleiss Okayed as Ch. 11 Trustee's Accountant
------------------------------------------------------------------
The Honorable Timothy J. Mahoney gave Thomas D. Stalnaker, the
Chapter 11 Trustee appointed in Apartments at Timber Ridge, LP's
chapter 11 case, permission to employ Daniel T. Pleiss as his
accountant.

Mr. Pleiss will prepare all necessary tax returns and reports.  He
will also provide other services that may be proper and necessary
for Mr. Stalnaker's duties as Trustee.

Judge Mahoney approved Mr. Stalnaker's request but points out
that:

   (a) this order is not a determination that the services are
       necessary;

   (b) no determination is made that Mr. Pleiss represents no
       adverse interest; and

   (c) no fee agreement between Mr. Stalnaker and Mr. Pleiss is
       binding on the Court.

Mr. Stalnaker is responsible for giving notice to parties-in-
interest as required by rule or statute.

Headquartered in Dallas, Texas, Apartments at Timber Ridge, LP,
aka Timber Ridge Apartments, operates a residential apartment
building in Omaha, Nebraska.  The Company filed for chapter 11
protection on June 3, 2005 (Bankr. D. Nebr. Case No. 05-82135).
Howard T. Duncan, Esq., at Duncan Law Office, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $10 million to $50 million.


AQUILA INC: Selling Selected Utility Assets for $896.7 Million
--------------------------------------------------------------
Aquila Inc. (NYSE:ILA) signed definitive agreements to sell four
utility businesses identified for potential sale on March 14,
2005, for a total of $896.7 million.  Proceeds from the
transactions will be used to reduce debt and other liabilities.

The sale agreements mark a significant advance in Aquila's
previously announced repositioning plan.  The plan seeks to
strengthen Aquila's balance sheet, improve its credit profile, and
position the company to invest in utility infrastructure to
provide safe and reliable service to customers as an integrated
natural gas and electric utility.

The transactions include:

   -- WPS Resources Corporation, a publicly-traded holding company
      for a number of energy-related subsidiaries based in Green
      Bay, Wisconsin, will purchase the assets and liabilities of
      Aquila's natural gas operations in Michigan and Minnesota
      for a base purchase price of $269.5 million and
      $288 million, respectively, plus working capital and subject
      to net plant adjustments.

   -- The Empire District Electric Company, a publicly-traded
      electric utility based in Joplin, Missouri, will purchase
      the assets and liabilities of Aquila's natural gas
      operations in Missouri for a base purchase price of
      $84 million, plus working capital and subject to net plant
      adjustments.

   -- Mid-Kansas Electric Company (MKEC), a coalition of six
      consumer-owned cooperatives that also own Sunflower Electric
      Power Corporation, a regional generation and transmission
      service provider, will purchase the assets and liabilities
      of Aquila's electric operations in Kansas for a base
      purchase price of $255.2 million, plus working capital and
      subject to net plant adjustments.

Following the completion of these sales, Aquila will operate in
five states, with natural gas operations in Kansas, Colorado,
Nebraska and Iowa and electric operations in Missouri and
Colorado.  Of the utilities identified for potential sale on
March 14, Aquila will retain ownership of its St. Joseph Light &
Power electric operations in Missouri as well as its electric
operations in Colorado as part of its ongoing business.  Aquila
continues to consider the sale of its three merchant peaking
plants and Everest Connections, as well as a settlement of its
Elwood toll contracts.

"The execution of these agreements marks a major milestone in our
program to reposition Aquila, strengthen the company's financial
condition and improve the financial performance of our regulated
utility business," said Richard C. Green, Aquila chairman and
chief executive officer.  "Upon completion of these sales, Aquila
should be stronger financially than it has been in recent years.
The proceeds are expected to allow us to significantly reduce our
debt, improve our credit profile and put Aquila on a path to
reaching an annual EBIT growth rate of 3 percent to 5 percent on
our post-divestiture rate base."

Mr. Green said the key elements of Aquila's strategy remain to:

-- Maintain its focus on operating an integrated,
    multi-state utility.

-- Significantly reduce Aquila's debt levels and strengthen
    its credit profile.

-- Gain access to the capital markets on improved terms, allowing
    the company to cost-effectively fund investments in its rate
    base to meet customer needs.

-- Continue to improve operational efficiency and lower earnings
    variability.

-- Actively work with regulators and legislators to address rate
    and fuel cost issues.

                     HSR Waiting Period

Completion of each of these transactions is subject to certain
closing conditions, including the non-occurrence of a material
adverse event, the approval of relevant state utility commissions,
the expiration or early termination of any waiting period under
the Hart-Scott-Rodino Antitrust Act, and other closing conditions
set forth in each asset purchase agreement.  The closing of the
Kansas electric operations transaction is also subject to the
approval of the Federal Energy Regulatory Commission and the
receipt of third-party financing by the acquirer.

Aquila anticipates receiving timely regulatory approvals for these
transactions within approximately 12 months.

Mr. Green added: "We maintained a disciplined strategic sales
approach that resulted in strong interest from a wide range of
potential buyers.  This allowed us to select offers from
financially sound buyers with strong utility experience and a
commitment to customer service and reliability.  We are confident
that the quality and commitment of these buyers will set the stage
for a timely and orderly regulatory review and approval process."

The Blackstone Group and Lehman Brothers Inc. served as advisors
to Aquila.

                      About the Buyers

Based in Joplin, Missouri, The Empire District Electric Company
(NYSE:EDE) is an investor-owned utility providing electric service
to approximately 157,000 customers in southwest Missouri,
southeast Kansas, northeast Oklahoma, and northwest Arkansas.  The
company also provides optic and Internet services, customer
information software services, and has an investment in close-
tolerance, customer manufacturing.  Empire provides water service
in three incorporated Missouri communities.

Mid-Kansas Electric Company, LLC, is a coalition of six rural
electric cooperatives serving in 34 western Kansas counties who
organized themselves for the purpose of acquiring the assets of
Aquila's Kansas electric network.  The cooperatives also own
Sunflower Electric Power Corporation, a generation and
transmission service provider, as well as other businesses that
provide a wide range of services including water supplies,
satellite TV and Internet access, wireless broadband Internet
access, cellular telephone service, commercial electrical services
and propane delivery services.

WPS Resources Corporation (NYSE:WPS), based in Green Bay,
Wisconsin, is a holding company with four major subsidiaries
providing electric and natural gas energy and related services in
both regulated and nonregulated energy markets.  Its principal
subsidiary is Wisconsin Public Service Corporation, a regulated
electric and natural gas utility serving northeastern Wisconsin
and a portion of Michigan's Upper Peninsula.

Wisconsin Public Service serves more than 421,000 electric
customers and 305,000 natural gas customers.  Another subsidiary,
Upper Peninsula Power Company, is a regulated electric utility
serving Michigan's Upper Peninsula.  Upper Peninsula Power serves
approximately 52,000 electric customers.  WPS Resources' major
non-regulated subsidiaries consist of WPS Energy Services, Inc.
and WPS Power Development, LLC.

WPS Energy Services is a diversified non-regulated energy supply
and services company serving commercial, industrial and wholesale
customers and aggregated groups of residential customers.  Its
principal market is the northeast quadrant of the United States
and adjacent portions of Canada.  Its principal operations in the
United States are in Illinois, Maine, Michigan, Ohio, Virginia and
Wisconsin.  Its principal operations in Canada are in Alberta,
Ontario, and Quebec.

WPS Power Development owns and/or operates non-regulated electric
generation facilities in Wisconsin, Maine, Pennsylvania, New York
and New Brunswick, Canada; steam production facilities in Arkansas
and Oregon; a partial interest in a synthetic fuel processing
facility in Kentucky; and steam production facilities located in
Arkansas and Oregon.

Headquartered in Kansas City, Mo., Aquila Inc. (NYSE:ILA) -
http://www.aquila.com/-- provides electricity and natural gas
service to 1.3 million customers in Colorado, Iowa, Kansas,
Michigan, Minnesota, Missouri and Nebraska.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Standard & Poor's Ratings Services placed its ratings on Aquila
Inc. on CreditWatch with positive implications.  As of June
2005, the Kansas City, Missouri-based energy provider had about
$2.35 billion in total debt.

"The placement follows the company's announcement that it has
signed definitive agreements to sell four utility businesses, for
a total of $897 million, plus working capital and subject to net
plant adjustments," said Standard & Poor's credit analyst Jeanny
Silva.


ASARCO LLC: Wants Lehman as Financial Advisor & Investment Banker
-----------------------------------------------------------------
By this application, ASARCO LLC, asks the U.S. Bankruptcy Court
for the Southern District of Texas for permission to employ Lehman
Brothers Inc. as its financial advisor and investment banker under
the terms of an engagement letter entered into between the
parties.

Pursuant to the Engagement Letter, dated as of Aug. 30, 2005,
ASARCO employed Lehman Brothers to provide financial advisory and
investment banking services in connection with the assessment of
the Debtor's financial restructuring or other strategic
alternatives, and ASARCO's financial restructuring, which
includes the plan of reorganization process and a possible sale,
merger, consolidation or other transaction involving the transfer
of ASARCO's business, assets or equity interests.

Specifically, Lehman Brothers has agreed to:

   (a) advise and assist ASARCO in formulating a Plan, and
       analyzing any proposed Plan, including assisting in the
       Plan negotiation and confirmation process of a
       restructuring transaction under Chapter 11;

   (b) provide financial advice and assistance to ASARCO in
       structuring any new securities to be issued in a
       restructuring transaction;

   (c) participate in negotiations among ASARCO and its
       creditors, unions, suppliers, lessors and other interested
       parties relating to the reorganization cases;

   (d) participate in hearings before the Bankruptcy Court with
       respect to the matters upon which Lehman Brothers has
       provided advice, including, as relevant, coordinating with
       ASARCO's counsel with respect to testimonies;

   (e) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services;

   (f) upon request, review and analyze any proposals ASARCO
       receives from third parties in connection with a
       transaction, including any proposals for debtor-in-
       possession financing and exit financing;

   (g) assist ASARCO in connection with its liquidity analysis;

   (h) review and analyze ASARCO's business, operations,
       properties, financial condition and prospects and
       financial projections;

   (i) evaluate ASARCO's debt capacity in light of its projected
       cash flows and assist in the determination of an
       appropriate capital structure;

   (j) analyze various restructuring scenarios and the potential
       impact of these scenarios on the recoveries of those
       stakeholders impacted by any transaction;

   (k) provide strategic advice with regard to restructuring or
       refinancing ASARCO's financial obligations;

   (l) assist in the drafting, preparation and distribution of
       selected information and other related documentation
       describing ASARCO and the terms of a potential
       transaction;

   (m) assist ASARCO in identifying, contacting and evaluating
       potential purchasers for any sale transaction; and

   (n) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a restructuring or sale transaction, as will be
       requested.

ASARCO relates that Lehman Brothers has significant experience
and extensive knowledge in the fields of bankruptcy and mining.
ASARCO selected Lehman Brothers after interviewing a number of
investment banking firms.  Mark Shapiro and Gil Sanborn, the
managing directors of Lehman Brothers who are part of the Global
Restructuring Group, and who will manage the ASARCO assignment,
each have over 15 years of experience in assisting companies,
creditors and others in bankruptcy cases.  Moreover, Richard
Tory, an executive director in the firm's Natural Resources
Group, has extensive knowledge of the global metals and mining
business.

ASARCO will pay Lehman Brothers in accordance with these terms:

   (1) Commencing as of Aug. 30, 2005, and ending as of the
       termination of the firm's engagement, Lehman Brothers will
       be entitled to receive a monthly cash fee.  The Advisory
       Fee is equal to $100,000 per month, payable in advance
       upon execution of the Engagement Letter and on the first
       day of each succeeding month for 24 months.  Thereafter,
       the Advisory Fee will be reduced to $75,000 per month.

       If Lehman Brothers' engagement is terminated, the firm
       will be entitled to any Advisory Fees that are due and
       owing as of the effective date of the termination.
       However, in the event Lehman Brothers will terminate the
       Engagement Letter, the Advisory Fee will be pro-rated for
       any incomplete monthly period of service, in which case
       the firm agrees to promptly reimburse ASARCO for any
       portion of an Advisory Fee paid to Lehman Brothers that is
       in excess of the pro-rated amount of the Advisory Fee to
       which Lehman would be entitled for an incomplete monthly
       period of service.

   (2) If (i) a Sale Transaction occurs pursuant to which less
       than all of ASARCO's assets are sold or transferred, or
       (ii) an agreement is entered into that subsequently
       results in a Partial Assets Sale Transaction either during
       the term of Lehman Brothers' engagement or at any time
       during a period of 12 months following the effective date
       of termination of Lehman Brothers' engagement, other than
       termination as a result of Lehman Brothers' material
       breach, gross negligence or willful misconduct, ASARCO
       will pay Lehman Brothers a fee equal to 1% of the
       transaction value, payable in cash on the closing date of
       the Partial Assets Sale Transaction.

   (3) If (i) a Sale Transaction occurs pursuant to which all or
       substantially all of the assets of the company are sold or
       transferred, or (ii) an agreement is entered into that
       subsequently results in a Sale of All Assets either during
       the term of Lehman Brothers' engagement or at any time
       during the 12-month period following the effective date of
       termination, other than termination as a result of Lehman
       Brothers' material breach, gross negligence or willful
       misconduct, the company will pay Lehman Brothers a fee
       equal to 1% of the transaction value, payable in cash on
       the closing date of the Sale of All Assets, provided,
       however, that the Sale Transaction Fee will not exceed
       $4 million.

   (4) If a restructuring effective date occurs during the term
       of Lehman Brothers' engagement or at any time during the
       12-month Tail Period, ASARCO will pay Lehman Brothers a
       $4 million fee, payable in cash on the Restructuring
       Effective Date.

   (5) All Advisory Fees paid, for up to 24 months, and 50% of
       all Advisory Fees paid subsequently, will be creditable
       against any Sale Transaction Fee or any Restructuring
       Transaction Fee paid or payable to Lehman Brothers.  Any
       Sale Transaction Fee paid to Lehman Brothers in a Partial
       Assets Sale or a Sale of All Assets will be creditable
       against the Restructuring Transaction Fee paid to Lehman
       Brothers.  However, in the case of a Partial Assets Sale
       Transaction, only 50% of the Sale Transaction Fee will be
       creditable against any Restructuring Transaction Fee paid
       to Lehman Brothers.

Mr. Shapiro assures the Court that the firm does not have or does
not represent any interest materially adverse to the interests of
the Debtors or their estates, creditors, or interest holders.
Moreover, Lehman Brothers is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  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. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants HR&A as Tort Claims Consultant
------------------------------------------------
Hamilton, Rabinovitz & Alschuler, Inc., is a consulting firm that
provides analytical services focused on the estimation of claims
and the development of claims procedures with regard to payments
and assets of a claims resolution trust.  ASARCO LLC and its
debtor-affiliates believe that HR&A is well qualified to serve as
their consultant in that, among other things, its members have
assisted and advised numerous chapter 11 debtors and creditors in
the estimation of the value of claims in other mass tort
reorganizations.

By this application, the Debtors ask Judge Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ HR&A to provide consulting services needed throughout
the course of their bankruptcy, including:

   (a) estimating the number and value of present and future
       asbestos personal injury claims and silica personal injury
       claims;

   (b) formulating the Asbestos and Silica Trust Distribution
       Procedures;

   (c) formulating financial models of payments and assets of the
       Asbestos PI Trust and Silica PI Trust;

   (d) analyzing and responding to issues related to the
       provision of notice to asbestos and silica claimants, and
       assisting in the development of those notice procedures;

   (e) assisting in negotiations with various parties;

   (f) rendering expert testimony as required by the Debtors;

   (g) assisting the Debtors in preparing expert testimony or
       reports and in the evaluation of those reports by other
       experts and consultants; and

   (h) providing other advisory services as may be requested by
       the Debtors from time to time.

The Debtors will pay HR&A on an hourly basis, in accordance with
the firm's normal billing practices:

           Position                   Charge per hour
           --------                   ---------------
           Senior Partners                 $550
           Junior Partners                 $450
           Managing Directors              $400
           Principals                      $300
           Directors                       $275
           Managers                        $250
           Senior Analysts                 $200
           Analysts                        $150
           Research Associates             $100

The Debtors will also reimburse the firm for reasonable out-of-
pocket expenses incurred in connection with its employment.

Francine F. Rabinovitz, a member of HR&A, assures the Court that
the firm does not have or represent any interest materially
adverse to the interests of the Debtors or their estates,
creditors, or interest holders.  Moreover, HR&A is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  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. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Govt. Wants CERLA Trial Upheld in Idaho District Court
------------------------------------------------------------------
On March 22, 1996, the United States Government filed an action
against ASARCO, Inc., and several other defendants in the United
States District Court for the District of Idaho pursuant to
Section 107(a) of the Comprehensive Environmental Response,
Compensation and Liability Act, and Section 311 of the Clean
Water Act.  The Idaho Action was commenced on behalf of the
United States Department of the Interior, the United States
Department of Agriculture, and the United States Environmental
Protection Agency, and was filed in response to many decades of
releases of hazardous substances from ASARCO's metals mining and
smelting facilities.

The Idaho Action seeks to recover around $1.5 billion in response
costs and natural resource damages.  By seeking to hold ASARCO
accountable for the environmental damage, the suit also seeks to
deter others from environmental violations.

Kelly A. Johnson, Acting Assistant Attorney General of the
Environment & Natural Resources Division of the U.S. Department
of Justice, explains that the Idaho Action specifically concerns
an area of over 800 square miles.  The Idaho District Court
divided the case so that liability and injury were tried first,
and damages and cost issues tried if liability was found.

The Phase I trial on liability and injury was held in 2001,
wherein the Idaho Court ruled that certain natural resources were
lost or injured and that ASARCO and Hecla Mining Company -- the
remaining non-debtor defendant in the Idaho Action -- were liable
for response costs and natural resource damages arising from
mining contamination in the Coeur d'Alene Basin.  Discovery is
almost complete on Phase II issues, and hearings are currently
scheduled to begin on Jan. 17, 2006, to determine the amount
of response costs and natural resource damages for which the
Defendants are liable.  Essentially, therefore, the Idaho Action
is mid-trial.

According to Ms. Johnson, response costs recovered will be paid
to the Hazardous Substances Superfund to finance response actions
at the Site or other sites.  Any sums recovered for natural
resource damages will be used to restore, replace or acquire
equivalent natural resources.

After ASARCO LLC's bankruptcy filing, the Idaho Court issued an
order staying the CERLA action against ASARCO because the
Bankruptcy Court had not yet ruled whether the police and
regulatory exception applies.

Ms. Johnson notes that Section 362(b)(4) of the Bankruptcy Code
provides that the automatic stay does not apply to the
"commencement or continuation of an action or proceeding by a
governmental unit . . . to enforce such governmental unit's
. . . police and regulatory power, including the enforcement
of a judgment other than a money judgment."  The regulatory
exception is based on the "compelling need for the government
to continue to protect the public when a debtor files for
bankruptcy and to "prevent a debtor from frustrating necessary
governmental functions by seeking refuge in bankruptcy court."

By this motion, the U.S. Government asks Judge Schmidt to issue a
declaration that the Idaho Action is not subject to the automatic
stay imposed by the Bankruptcy Code because the Action
constitutes an exercise of the government's police and regulatory
power.

Ms. Johnson contends that, regardless of the applicability of the
automatic stay to the U.S. Government's claims against ASARCO,
the Idaho Action will proceed against Hecla.  The Idaho Court has
already ruled on the issue of divisibility between the two
companies, finding Hecla responsible for 31% of damages and
ASARCO for 22%.  The issues in Phase II of the trial are
essentially identical for ASARCO and Hecla, which issues
primarily concern the amount of damages and response costs that
are recoverable.  Therefore, Ms. Johnson believes that it would
be much more efficient to hold a single trial to determine those
issues as to both Defendants as currently scheduled, rather than
staying the trial as to ASARCO and requiring a second,
duplicative trial later.

Ms. Johnson relates that the Idaho Court is quite familiar with
the detailed history of the CERCLA case and the issues related
specifically to the upcoming Phase II trial.  The Bankruptcy
Court, on the other hand, would need to ascend the learning curve
of the CERCLA case that the Idaho Court has spent nearly a decade
mastering.  Under the circumstances, it makes most sense for the
Idaho Court to proceed with its trial as planned.  This is
especially true because the determination of the amount of
ASARCO's damages and response costs likely would be referred back
to the Idaho Court in any event.

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. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).



ATA AIRLINES: Wants Court Nod on Goodrich Corp. Settlement
----------------------------------------------------------
ATA Airlines, Inc., and Goodrich Corporation are parties to a
wheel and brake service and purchase agreement dated June 23,
2000.

Goodrich filed Claim Nos. 69, 1354 and 2071, asserting certain
amounts the Debtor owed Goodrich under the Agreement.

Goodrich also commenced an adversary proceeding against the
Debtor, asserting various causes of action.

Moreover, Goodrich filed a $2,242,380 administrative expense claim
against the Debtor.

The Debtor argued that Goodrich owed them certain amounts under
the Agreement.  The Debtor asserted that it may seek to avoid
certain prepetition payment to Goodrich as preferences.

After engaging in arm's-length negotiations, the Debtor and
Goodrich agree that:

   a. They will mutually terminate the prior Agreement and
      execute a new agreement for the inspection, repair, and
      replacement of ATA wheels and brakes for all or a portion
      of ATA's existing or future fleet;

   b. They will file a joint motion for an order to dismiss with
      prejudice the Adversary Proceeding;

   c. They will file a joint motion for an order resolving
      the Administrative Expense Motion;

   d. ATA will transfer to Goodrich ownership and possession of:

         * 737-800 Nose Wheels - 39 units of P/N 3-1559,
         * 737-800 Main Wheels - 52 units of P/N 3-1558,
         * 737-800 Brakes - 26 units of P/N 2-1587,
         * 757-300 Nose Wheels - 9 units of P/N 3-1423-2,
         * 757-300 Main Wheels - 24 units of 3-1581, and
         * 757-300 Brakes - 12 units of P/N 2-1617, 2-1617-1;

    e. Goodrich will withdraw the Wheel and Brake Claims; and

    f. They will exchange releases of claims and liabilities.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, ATA Airlines ask the Court to approve its settlement
agreement with Goodrich.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
asserts that absent settlement, ATA may be compelled to expend
substantial resources and incur unnecessary expenses in defending
its disputes with Goodrich.

             Debtors File New Agreement Under Seal

Ms. Hall tells the Court that the parties' new wheel and brake
agreement contains confidential and proprietary information.

Pursuant to Section 107(b)(1) of the Bankruptcy Code and
Bankruptcy Rule 9018, the Debtors seek the Court's permission to
file the agreement under seal.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BEAZER HOMES: Registers $3M+ Convertible Senior Notes for Resale
----------------------------------------------------------------
Beazer Homes USA, Inc., filed a Registration Statement with the
Securities and Exchange Commission for the resale of $3,042,000
of 4-5/8% Convertible Senior Notes due 2024 held by Goldman
Sachs & Co.

                            The Notes

The Convertible Senior Notes bear interest at the rate of 4-5/8%
per year.  Interest on the notes is payable on June 15 and
December 15 of each year.  Beginning with the six-month interest
period commencing on June 15, 2009, the Company will pay
contingent interest during a six-month interest period if the
average trading price is above a specified level during a
specified period prior to such six-month interest period.

The notes are convertible by holders into shares of the Company's
common stock at an initial conversion rate of 6.48 shares of
common stock per $1,000 principal amount of notes (subject to
adjustment in certain events), which is equal to an initial
conversion price of $154.32 per share, under these circumstances:

   (1) during any calendar quarter, if the price of the Company's
       common stock issuable upon conversion reaches specified
       thresholds during the previous calendar quarter;

   (2) subject to certain limitations, during the five business
       day period after any five consecutive trading day period in
       which the trading price per note for each day of that
       period was less than 98% of the product of the last
       reported sales price of the Company's common stock and the
       conversion rate of the notes for each such day;

   (3) if the Company calls the notes for redemption;

   (4) upon the occurrence of specified corporate transactions;

   (5) during any period in which the credit ratings assigned to
       the notes are below certain levels.

The notes mature on June 15, 2024.  The Company may redeem some or
all of the notes at any time on or after June 15, 2009.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?1d8

The Convertible Notes carry these ratings:

         Rating Agency                  Rating
         -------------                  ------
             Fitch                        BB+
             Moody's                      Ba1
             S&P                          BB

The common stock is listed on the New York Stock Exchange under
the symbol "BZH."  The Company's common shares traded around
$66 per share in early August and have traded between $55.83 and
$62.39 this month.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?1d9

Headquartered in Atlanta, Beazer Homes USA, Inc., --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers. Beazer Homes, a Fortune 500
company, is listed on the New York Stock Exchange under the ticker
symbol "BZH."

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Fitch Ratings has assigned a 'BB+' rating to Beazer Homes USA,
Inc. (NYSE: BZH) $300 million, 6.875% senior unsecured notes due
July 15, 2015.  The Rating Outlook is Stable.  The issue will be
ranked on a pari passu basis with all other senior unsecured debt,
including the company's unsecured bank credit facility.  A portion
of the offering proceeds will be used to repay the company's
existing $200 million term loan due 2008, with the remainder to be
used for general corporate purposes.

Ratings for Beazer are influenced by the company's operational
record during the past decade and the financial progress that the
company has achieved.  Since Beazer went public in 1994, it has
been an active consolidator in the homebuilding industry which has
contributed to its above average growth.  As a consequence, it has
realized higher debt levels than its peers in recent years,
especially following the Crossmann Communities acquisition.


BELDEN & BLAKE: Extends Tender Offer for Sr. Sec. Notes to Oct. 12
------------------------------------------------------------------
Belden & Blake Corporation has extended the expiration of its
tender offer to purchase for cash any and all of its outstanding
8.75% Senior Secured Notes due 2012 in the aggregate principal
amount of $192,500,000 (CUSIP Number 077447AE0).  The Tender Offer
will expire at 9:00 a.m., New York City time on Wednesday,
Oct. 12, 2005, unless Belden & Blake extends it further.

Requests for documentation may be directed to Global Bondholder
Services Corporation, at (212) 430-3774 (collect; for banks and
brokers) or (866) 795-2200 (toll free; for all other than banks
and brokers).

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.


BUDGET GROUP: Administrator Asks for Decree Closing Ch. 11 Case
---------------------------------------------------------------
Walker, Truesdell & Associates, the Plan Administrator for BRAC
Group, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to enter a final decree closing the Reorganized Debtor's
chapter 11 case.

BRAC Group is the reorganized entity created pursuant to the
merger of Budget Group, Inc., and its debtor-affiliates following
the confirmation of their Second Amended Joint Liquidating Plan of
Reorganization.

The Plan Administrator reports that it has distributed
approximately $81 million since the effective date of the Plan and
holds approximately $1.1 million in reserves.

The Plan Administrator adds that all claims asserted against the
Reorganized Debtor have either been adjudicated by the Court or
resolved by the parties involved, except for:

    a) Jaeban (U.K.) Limited's $4 million asserted cure claim.
       The claim is subject to a cure reserve maintained by the
       U.K. Administrator with Harris Bank having a balance of
       approximately $4.5 million.  The U.K. Administrator is
       prosecuting defenses to the cure claims and certain
       counter-claims; and

    b) four cure claims, covered by a cure reserve with a balance
       of $927,000 at Sept. 12, 2005, subject to negotiations
       between the claim holders and Cendant Corporation, the
       buyer of the Reorganized Debtor's North American assets.

           1) $70,000 cure claim of Cintas Corp.
           2) $15,000 cure claim of IBM
           3) $22,693 cure claim of Jani King
           4) $299,000 cure claim of PeopleSoft

The Plan Administrator tells the Bankruptcy Court that the Plan
has been substantially consummated and that it does not anticipate
filing any further motions, applications or pleadings except to
the extent necessary to resolve the remaining claims and effect a
turnover of the cure reserve to Cendant Corporation.

A summary of professional fees paid and distributions made by the
Plan Administrator is available for free at:

              http://researcharchives.com/t/s?1e0

A list of outstanding adversary proceedings commenced by the Plan
Administrator and handled by Brown Rudnick Berlack Israels LLP and
Ashby & Geddes, PA, is available for free at:

              http://researcharchives.com/t/s?1e1

A list of outstanding adversary proceedings commenced by the Plan
Administrator and handled by Gazes LLC and Young Conaway Stargatt
& Taylor, LLP, is available for free at:

              http://researcharchives.com/t/s?1e4

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company.  The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.

On April 20, 2004, the Court confirmed the Debtors' Joint
Liquidation Plan, as modified, in accordance with Sections 1129(a)
and (b) of the Bankruptcy Code.


CAPELLA HEALTHCARE: Moody's Junks $58 Million Sr. Sec. Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Capella
Healthcare, a start up operator of acute care hospitals.  Despite
the strength of the management team, their familiarity with the
acquired assets, and opportunities to improve the operating
results of the company's hospital base, the ratings are
constrained by:

   * high financial leverage and the expectation of future
     debt-financed acquisitions;

   * the absence of a track record of positive free cash flow;

   * significant concentration of EBITDA in one of the acquired
     facilities; and

   * the lack of any meaningful scale or geographic diversity.

The proceeds of the proposed offering, along with $66 million of
common equity contributed by GTCR Golder Rauner L.L.C. (GTCR) and
management, will be used to acquire four hospitals from HCA, Inc.
(HCA).  Capella was formed through a partnership between senior
members of the former Province Healthcare management team and GTCR
for the purpose of acquiring and operating non-urban hospitals.

Management will own 21% of Capella and made a cash contribution of
approximately $2 million.  The equity will be contributed to
Capella Holdings, Inc., a holding company and ultimate parent of
Capella.  The debt will be issued by Capella, an intermediate
holding company.

Ratings assigned to Capella Healthcare:

   * $40 million senior secured revolving credit facility
     due 2011, rated B3

   * $97 million senior secured 1st lien term loan due 2012,
     rated B3

   * $58 million senior secured 2nd lien term loan due 2013,
     rated Caa2

   * B3 corporate family rating

The outlook for the ratings is stable.

The ratings reflect the company's high leverage after the
transaction.  Moody's estimates that pro forma lease-adjusted debt
to adjusted EBITDA will be high at 5.8 times by the end of fiscal
2005 if expected improvements in EBITDA are realized.  Further,
Moody's considered the high likelihood that the company will add
to this base of hospitals through additional debt-financed
acquisitions.  The credit facilities allow for up to $60 million
of additional borrowings, which are not yet committed and are
subject to compliance with financial covenants.

The ratings also reflect the absence of meaningful cash flow from
these four facilities in prior periods, and constraints on near-
term free cash flow due to the capital investments required to
increase market share and facilitate physician recruiting.

Further, the ratings consider:

   * the concentration of company pro forma EBITDA, as one of the
     four acquired facilities generates approximately 44% of total
     EBITDA;

   * the lack of significant scale, both in total and in any
     service area, that could improve operating results by
     leveraging costs and enhancing the company's position in
     managed care contracting and physician recruiting; and

   * the lack of geographic diversity.

The four acquired facilities are in Tennessee, Washington and
Oklahoma.  Moody's considers Tennessee and Oklahoma particularly
susceptible to changes in Medicaid reimbursement due to
initiatives in those states to reduce the burden of Medicaid
coverage on state budgets.  Approximately 71% of the company's
total net revenue is generated from facilities in Tennessee and
Oklahoma.

The ratings also reflect management's significant experience in
acute care hospital operations and in many cases, first-hand
experience with the assets being acquired and the markets in which
they operate.  Capella's management team consists predominantly of
former management of Province Healthcare.  Further, the
expectation of continued support of the equity sponsor, GTCR,
could limit acquisition-driven increases in leverage.  Integration
of the four acquired facilities should not present any significant
risks since the hospitals have been operating on the HCA systems
that Capella will initially use.

The stable outlook reflects a stable environment with respect to
Medicare reimbursement.  Additionally, Moody's believes the
company will be able to improve the operations of the acquired
facilities by providing a level of focus that was not provided
while the facilities operated as part of the much larger HCA
system.  Moody's believes that some of these improvements may
require additional investment and time to be realized.  However,
in the near term, Moody's would not expect any deterioration of
the historical operating performance of the acquired facilities.

If the company shows stability in its operations over the next 12-
18 months and does not enter into a transaction that would
significantly increase financial leverage or represent substantial
integration risk, there could be upward pressure on the ratings.
For example, if the company is expected to generate sustainable
operating cash flow to adjusted debt in the range of 8%-10% and
free cash flow to adjusted above 6%, Moody's would consider
changing the ratings outlook to positive.  However, many factors
currently constraining the ratings are non-financial measures such
as size and concentration.  These factors would also be given
significant consideration in any rating action.

The ratings could come under pressure if Capella were to incur
additional indebtedness for acquisitions or development beyond our
expectations.  If additional financial leverage resulted in the
expectation of a prolonged period of negative free cash flow,
Moody's would consider changing the ratings outlook to negative.

Pro forma for the proposed transaction, Capella's cash flow
coverage of debt would have been weak.  Moody's estimates that for
the year ended December 31, 2004, adjusted operating cash flow to
adjusted debt would have approximated break even and adjusted free
cash flow to adjusted debt would have been approximately -5%.  Pro
forma EBIT coverage of interest would have been weak at
approximately 0.2 times for the year ended December 31, 2004.
Adjusted debt to adjusted book capitalization pro forma for the
transaction would have approximated 71% at December 31, 2004, and
debt to revenues would have been approximately 83%.

Moody's expects Capella to have adequate liquidity pro forma for
the transaction.  Capella will have approximately $2 million of
cash on hand and access to a $40 million revolving credit facility
that will be undrawn at closing.  As noted above, free cash flow
will be constrained in the near term due to service enhancement
initiatives designed to increase market share and aid in physician
recruitment.  Moody's does not expect the company's access to the
undrawn revolver to be constrained by financial covenants
established in the new facilities.

The B3 rating on the revolver and term loan B reflect the first
lien priority of these instruments and the expectation of adequate
collateral coverage.  The term loan B amortizes 1% annually in
quarterly installments with the remainder payable in the final
year.  The facility also calls for a 50% excess cash flow sweep
with stepdowns if leverage reaches certain levels.  Collateral
includes a first priority security interest on all assets of the
borrower (Capella) and guarantors and a first priority pledge of
all capital stock of the borrower.  The guarantors include Capella
Holdings and all existing and subsequently acquired or organized
wholly owned subsidiaries of Capella or Capella Holdings.

The Caa2 rating on the term loan C, two notches below the
corporate family rating, reflects:

   * the second lien position of the instrument;

   * the effective subordination to a sizable amount of first lien
     debt; and

   * the likely impairment to holders of the tranche in a distress
     scenario.

Collateral and guarantees are the same as the first lien facility.

Headquartered in Brentwood, Tennessee, Capella Healthcare, after
the closing of the proposed transaction, will operate four acute
care hospitals in three states.  For the twelve months ended June
30, 2005, the facilities to be acquired generated revenues of
approximately $198 million.


CAPELLA HEALTHCARE: S&P Junks $58 Mil. Proposed Sr. Secured Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to hospital company Capella Healthcare, Inc.  The
rating outlook is negative.

In addition, Capella's proposed $137 million senior secured first-
lien credit facility due in 2012 was rated 'B' with a recovery
rating of '2', indicating the expectation for a substantial (80%-
100%) recovery of principal in the event of a payment default.

The company's proposed $58 million senior secured second-lien term
loan due in 2013 was rated 'CCC+' with a recovery rating of '4',
indicating the expectation for a marginal (25%-50%) recovery of
principal in the event of a payment default.  These ratings are
based on preliminary documentation.

The company will use the proceeds from the senior secured loans,
as well as $66 million in new equity to be provided by GTCR Golder
Rauner LLC, to finance the purchase of four hospitals from HCA
Inc.  Pro forma for the bank loan transaction, outstanding debt
will be $155 million.

"The low-speculative-grade ratings reflect the numerous risks that
Capella's experienced management team will have in operating a
small start-up hospital company with no record as an independent
entity," said Standard & Poor's credit analyst David Peknay.  "The
ratings also reflect the company's high debt burden."

Capella's small, undiversified portfolio of only four hospitals
and disproportionate dependence on one facility for nearly half of
its EBITDA is characteristic of the company's vulnerable business
risk profile.  This lack of diversity presents a large risk,
particularly because Capella also will be challenged to establish
a corporate infrastructure capable of operating a hospital
portfolio that is now located in only three states (though it will
inevitably grow with additional acquisitions).  The company will
be highly leveraged following the bank loan transaction, with pro
forma lease-adjusted debt to EBITDA at about 6.0x. Standard &
Poor's expects Capella to remain highly leveraged for the next
several years -- even if it has some success in improving the
operating performance of its hospitals -- as future expansion will
likely be financed heavily with debt.


CATHOLIC CHURCH: Court Sets Status Conference Schedule in Portland
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon sets this
schedule for the status conference regarding the topic listing for
"pattern and practice" witnesses:

           Date                   Event
           ----                   -----
        September 30, 2005   Deadline for Tort Claimants to amend
                             Topic List

        October 21, 2005     Levada Scope Objections Due

        November 18, 2005    Tort Claimant Response Due

        December 5, 2005     Replies Due

        December 16, 2005    9:30 a.m. hearing

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


CENTURY/ML: Century & ML Media Inks Estate Administration Accord
----------------------------------------------------------------
Under the terms of Century/ML Cable Venture's confirmed Plan of
Reorganization, on the Effective Date, the management, control
and liquidation of the Transferred Assets will become the
responsibility of Century Communications Corp. and ML Media
Partners, L.P.

In their desire to establish a Plan Administration Board to
manage, control and liquidate the Transferred Assets and to
otherwise administer the estate in lieu of a Plan Administrator,
Century and ML Media entered into an Estate Administration
Agreement on September 7, 2005.

The salient terms of the Estate Administration Agreement are:

A. Plan Administration Board

    Century and ML Media will each be entitled to appoint two
    representatives to the Board, which will administer the estate
    in accordance with the Century/ML Plan and will perform all
    duties necessary or appropriate to manage, control and
    liquidate the Transferred Assets and the Excluded Liabilities
    and to otherwise administer the estate.

    Century designates Murray Flanigan and Mark Spiecker to act as
    initial representatives on the Board.  ML Media designates I.
    Martin Pompadur and Elizabeth McNey Yates.

B. Retained Cash

    Prior to the Effective Date, Century and ML Media will agree
    on the amount of cash to be initially designated as Retained
    Cash for the Plan Funding Reserve.

C. Century and ML Media will provide or cause its affiliates or
    third-party service providers to provide transition services
    including preparation of tax returns, preparation of financial
    statements, audit of financial statements, management of
    liabilities of the estate and management of certain lawsuits.
    Each of the Transition Services will be provided under the
    overall supervision of the Plan Administration Board.

    The Third-Party Service Providers are:

       Third-Party Service Provider       Services
       ----------------------------       --------
       Morgan Lewis & Bockius LLP         Legal representation
       Quinones Sanchez & Guzman          Legal representation
       Rodriquez-Parissi Vazquez & Co.    Tax representation
       Fisher & Phillips LLP              Legal representation
       Schuster Usera & Aguilo            Legal representation
       Andrea McDermott                   Accounting
       Shawn Gallagher                    Accounting
       Frank Lavalle                      Accounting

D. Termination

    Except as otherwise agreed in writing by Century and ML Media,
    the Estate Administration Agreement will terminate upon the
    later to occur of the closing of Century/ML's Chapter 11 case,
    or the completion of all of the Transition Services as
    determined by the Administration Board.

A full-text copy of the Estate Administration Agreement is
available for free at http://ResearchArchives.com/t/s?1e7

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY/ML: Court OKs Stipulation on Transfer Accounting Dispute
----------------------------------------------------------------
Adelphia Communications Corp., its wholly owned, indirect
subsidiary Debtor Century Communications Corp., Debtor Century/ML
Cable Venture, Century/ML Cable Corporation and ML Media
Partners, L.P., want to complete the consolidated audited
financial statements of Century/ML, which include the accounts of
Cable Corp.

On March 28, 2002, approximately $25 million was transferred from
the bank accounts of Cable Corp. to the bank accounts of Century
and ACOM.  At the time of the Transfer, Century/ML and Cable
Corp. had consolidated liabilities to Century and ACOM of at
least $25 million.

Disputes have arisen between Century and ACOM, on one side, and
ML Media, on the other, regarding:

    -- how to account for the Transfer,
    -- the effect of the Transfer on the Financial Statements, and
    -- other matters accounted for in the Financial Statements.

Century and ML Media, as owners of Century/ML, agreed to adopt
certain proposed accounting treatments in the Financial
Statements for the Transfer Accounting Dispute and the Other
Disputed Matters, subject to, among others, the preparation of
language to be included in the notes to the Financial Statements
reasonably acceptable to Adelphia and to ML Media.

In a stipulation Judge Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved, the parties agree that:

    1. The Financial Statements, and the representation letters to
       be delivered by Century, ACOM and ML Media to Century/ML
       auditors in connection with the Financial Statements, are
       not intended to and will not preclude any of the parties
       from maintaining or asserting any claim, defense, or
       liability against each other; and

    2. ML Media, Century and ACOM agree to the Proposed Accounting
       Treatment for the Transfer Accounting Dispute and waive all
       claims against each other, Cable Venture or Cable Corp.
       arising out of the adoption of the Proposed Accounting
       Treatment for the Transfer Accounting Dispute.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CERVANTES ORCHARDS: Deere Credit Won't Allow Cash Collateral Use
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
approved the request of Deere Credit, Inc., to prohibit Cervantes
Orchards and Vineyards LLC's continued access to cash collateral
securing its prepetition debt.

Deere Credit, a secured creditor, holds a fully secured claim for
approximately $4.2 million.  The claim arises under several notes
executed on July 8, 2003, by the Debtor and various non-debtor
entities.  The notes are currently in default.

To secure repayment of notes, the Debtor granted Deere Credit a
security interest in substantially all of the Debtor's personal
property.  The Debtor continues to operate while disposing of the
cash collateral subject to the first priority security interest of
Deere Credit.  To date, the Debtor has failed to perform its
obligations.

Deere Credit told the Court that the Debtor has failed to provide
any financial information or information accounting for the use of
cash collateral.

Cervantes is not dependant on Deere for post-petition working
capital.  Cervantes has obtained post-petition DIP Financing from
Gilbert Orchards.

Headquartered in Sunnyside, Washington, Cervantes Orchards and
Vineyards LLC, filed for chapter 11 protection on Aug. 19, 2005
(Bankr. E.D. Wash. Case No. 05-06600).  R. Bruce Johnston, Esq.,
at Law Offices of R. Bruce Johnston represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


CHOICE FINANCIAL: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Choice Financial Funding Inc.
             p/k/a Chase Financial Funding Inc.
             21 Brookline
             Aliso Viejo, California 92656

Bankruptcy Case No.: 05-17111

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Chase Enterprises LLC                      05-17110

Type of Business: The Debtor advertises, solicits, markets, and
                  brokers mortgage loans.

Chapter 11 Petition Date: September 26, 2005

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtors' Counsel: Leonard Pena, Esq.
                  555 West Fifth Street, 31st Floor
                  Los Angeles, California 90013
                  Tel: (213) 966-8336
                  Fax: (213) 996-8337

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Choice Financial Funding    $1 Million to      Less than $50,000
Inc.                        $10 Million

Chase Enterprises LLC       $1 Million to      Less than $50,000
                            $10 Million


Choice Financial Funding Inc.'s 13 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Mintz Levin Cohen Ferris                        $100,000
   1620 26th Street, Suite 2068N
   Santa Monica, CA 90404

   Collier Shannon & Scott                          $69,000
   Washington Harbour, Suite 400
   3050 K Street Northwest
   Washington, DC 20007

   PFE International                                $60,000
   475 Goddard, Suite 150
   Costa Mesa, CA 92626

   Ricoh Copiers                                    $50,000

   Bank of America                                  $11,278

   M Power Communications                           $10,288

   CDS Mortgage Reports                              $4,523

   Federal Express                                   $3,200

   GE Capital                                        $2,000

   SBC                                               $1,350

   CR & R                                              $540

   SafeGuard                                           $280

   Cox                                                 $162


COIN BUILDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Coin Builders, LLC
        P.O. Box 455
        Wisconsin Rapids, Wisconsin 54495-0455

Bankruptcy Case No.: 05-18109

Type of Business: The Debtor has four subsidiaries that
                  operate in the merchandising, wholesale,
                  restaurant, and aviation sectors.  See
                  http://www.coinbuilders.net/

Chapter 11 Petition Date: September 26, 2005

Court: Western District of Wisconsin (Eau Claire)

Debtor's Counsel: George B. Goyke, Esq.
                  Goyke, Tillisch & Higgins LLP
                  207 Grand Avenue
                  P.O. Box 2188
                  Wausau, Wisconsin 54402-2188
                  Tel: (715) 849-8100
                  Fax: (715) 849-8102

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
7-Eleven Inc.                                 $9,987,814
2711 North Haskell Avenue
Dallas, TX 75204

Active Consumer Promotions Inc.               $1,850,000
1210 West Clay Street
Houston, TX 77019

Circle K                                      $1,346,342
P.O. Box 52085
Tempe, AZ 85281

Speedway Superamerica LLC                       $977,988
Attn: Treasury
P.O. Box 7600
Springfield, OH 45501

Upper Deck Company                              $799,301
13326 Collection Center Drive
Chicago, IL 60693

7-Eleven (Canada)                               $536,204
3185 Willington Green
Burnaby, BC V5G 4P3

Topps Company Incorporated                      $363,093
P.O. Box 4050 Church Street Station
New York, NY 10261-4050

Conoco Phillips                                 $353,995
P.O. Box 66
Bartellsville, OK 66066

Rogers Video                                    $352,442
Unit #11, 10991 Shellbridge Way
Richmond, BC V6X 3C6

Nintendo of America Inc.                        $236,002
4820 150th Avenue Northeast
Redmond, WA 98052

7-Eleven Inc.                                   $230,175
2711 North Haskell Avenue
Dallas, TX 75204

Playoff Corporation                             $202,418
P.O. Box 226467
Dallas, TX 75222

United Parcel Service                           $197,255
Lockbox 577
Carol Stream, IL 60132-0577

Bandai America Incorporation                    $176,524
P.O. Box 51330
Las Angeles, CA 90051

7-Eleven (Hawaii)                               $135,096
1755 Nuu Anu Avenue 2nd Floor
Honolulu, HI 96817

Racing Champions                                $103,520
2418 Reliable Parkway
Chicago, IL 60686-2418

Gas N Shop                                       $81,035
P.O. Box 81463
Lincoln, NE 68501

Ultra Mar                                        $74,194
2200 McGill College
Montreal, QC H3A 3L3

Wizkids, Inc.                                    $59,163
P.O. Box 1176
Spokane, WA 99210-1176

Shop Rite                                        $31,416
115 East First Street
Crowley, LA 70526


COLLINS & AIKMAN: GM Wants to Recover Tooling Equipment
-------------------------------------------------------
Before the Petition Date, Collins & Aikman Corporation and its
debtor-affiliates entered into various purchase orders and supply
agreements with General Motors Corporation, pursuant to which they
agreed to and are obligated to manufacture GM's requirements of
certain component parts.

Scott A. Wolfson, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, relates that the Debtors are GM's sole
source, just-in-time suppliers of the Component Parts since GM
obtains all of its Component Part requirements from the Debtors.

Pursuant to the just-in-time supply method, GM does not maintain a
significant inventory of Component Parts and relies on frequent,
even daily, shipments of Component Parts to meet production needs.

Mr. Wolfson tells Judge Rhodes that due to the Debtors' Chapter
11 cases, GM is prompted to prepare for re-sourcing in the event
that the Debtors are no longer able to provide the parts needed
for its manufacturing processes.  That preparation must include
GM's ability to repossess a certain tooling currently used by the
Debtors pursuant to bailment agreements.

Mr. Wolfson explains that the Component Parts are of a specific
manufacture and design.  It is customary in the industry for
manufacturers to pay for and own the tooling that is specific to
the manufactured parts unique to their vehicles.  Via bailment,
GM has provided the Debtors with certain supplies, materials,
tools, jigs, dies, gauges, fixtures, molds, patterns, equipment,
and other items to enable them to perform the Production Purchase
Orders.

GM assures the Court that the company remains committed to
proceed, in good faith, with all of the constituencies involved
with Collins & Aikman Corp. in the pursuit of a successful
conclusion of the Chapter 11 cases.  However, GM must prepare for
contingencies and circumstances in which the Debtors cannot or
will not be able to timely deliver the Component Parts to GM,
thus placing its assembly operations in jeopardy with
consequential prejudice and actual harm to the company, its over
100,000 employees, and the persons and entities who rely on and
engage in business with it.

Under the Tooling Purchase Orders, upon GM's payment of amounts
properly invoiced by the Debtors and validly due, GM would own
the Tooling.  GM believes that it has paid all the amounts due to
the Debtors.  The Tooling is GM's property and the Debtors'
obligation to turn the Tooling over to GM is absolute and
unconditional, Mr. Wolfson says.

Mr. Wolfson contends that the Debtors have no equity in the
Tooling and GM's repossession will not adversely affect any
reasonable likelihood of the Debtors' pursuit of a successful
conclusion to their Chapter 11 cases.

Accordingly, GM asks the Court to lift the automatic stay to take
all necessary actions to:

   a. recover possession of all Tooling associated with a
      rejected Production Purchase Order immediately on the
      rejection date;

   b. recover possession of all Tooling associated with a
      facility that the Debtors notify their intent to close;

   c. recover possession of all Tooling after September 30, 2005,
      in the absence of a final, non-appealable order approving
      further financing for the Debtors in amounts adequate to
      maintain their projected operations or on the cessation of
      financing under the Final Order; and

   d. recover possession of all Tooling in the event the Debtors
      materially interrupt GM's vehicle assembly operations as a
      result of the Debtors' failure to adequately supply GM its
      requirements of Component Parts.

Although GM is entitled to immediate relief from the automatic
stay for cause, Mr. Wolfson clarifies that GM only seeks relief
contingent on the Debtors' lack of adequate financing to maintain
operations, their rejection of any of the Production Purchase
Orders, their decision to close a facility, or their causing a
material interruption in its assembly operations.

"The uncertainties confronting Collins & Aikman are self-evident.
They include the limited amount and duration of its Debtor-in-
Possession financing, as well as the aggressive combative actions
and the threats of the General Unsecured Creditors Committee to
induce Collins & Aikman to reject executory contracts with GM
without an agreement to provide a reasonable transitional period
to wind down the particular production and avoid unnecessary harm
and damages," Mr. Wolfson says.

GM will continue its discussions with Collins & Aikman and other
parties-in-interest in pursuit of the Debtors' efforts to emerge
from Chapter 11 as competitive, viable suppliers or to otherwise
dispose of their assets in the best interests of the economic
stakeholders.

                          Brown Responds

Brown Corporation is a Tier II supplier for GM.  This means that
GM contracted with the Debtors to produce the Component Parts
pursuant to Production Purchase Orders, and the Debtors, in turn,
contracted with Brown to:

   (a) produce certain component parts; and

   (b) acquire the tooling to manufacture the Brown Component
       Parts.

Mark L. Collins, Esq., at Varnum, Riddering, Schmidt & Howlett
LLP, in Grand Rapids, Michigan, relates that the Debtors issued
purchase orders directly to Brown for the Brown Component Parts
and the Brown Tooling.  Brown is the current owner of the Brown
Tooling.

Brown objects to GM's request to the extent that GM may
subsequently attempt to use any order issued by the Court as a
means to obtain possession of the Brown Tooling.  While Brown
acknowledges that GM may only intend for its request to pertain
to its Tooling in the Debtors' possession, Brown says the Request
is ambiguous.  GM's Tooling Purchase Orders to the Debtors do not
preempt Brown's ownership of the Brown Tools.

Thus, Brown asks the Court to limit the relief requested by GM so
as to preclude GM from taking actions to recover possession of
tooling which belongs to or is subject to the rights of Brown and
other third parties.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMPOSITE TECH: Selling $6 Million Notes Via Private Placement
--------------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
entered into an agreement to sell $6 million aggregate principal
amount of senior convertible notes due December 2006, with an
interest rate of 6.0% per annum, payable quarterly to certain
institutional accredited investors in a private placement.
The Notes will be convertible into shares of the Company's common
stock at a conversion price of $1.60 per share.

The institutional accredited investors will also receive two
tranches of warrants, each of which will be exercisable for
562,500 shares of the Company's common stock.  One such tranche of
warrants will have an exercise price of $2.00 per share and the
other tranche will have an exercise price of $1.84 per share.
Both tranches of warrants will have a term of three years.  The
placement of the Notes and Warrants is expected to close on or
before Sept. 30, 2005, subject to the Bankruptcy Court's approval.
A hearing has been scheduled before Judge John E. Ryan, U.S.
Bankruptcy Court, at 3:30 pm (PDT) on Sept. 28, 2005, for the
Company to seek approval of this financing.

The net proceeds of the offering will be used to pay allowed pre-
petition claims and administrative fees and expenses upon
confirmation and consummation of the Company's plan of
reorganization in addition to providing capital for general
operating purposes.  A hearing to consider confirmation of the
Company's plan of reorganization is currently scheduled for
Oct. 12, 2005.

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- provides high
performance advanced composite core conductor cables for electric
transmission and distribution lines.   The proprietary new ACCC
cable transmits two times more power than comparably sized
conventional cables in use today.  ACCC can solve high-temperature
line sag problems, can create energy savings through less line
losses, and can easily be retrofitted on existing towers to
upgrade energy throughput.  ACCC cables allow transmission owners,
utility companies, and power producers to easily replace
transmission lines without modification to the towers using
standard installation techniques and equipment, thereby avoiding
the deployment of new towers and establishment of new rights-of-
way that are costly, time consuming, controversial and may impact
the environment.  The Company filed for chapter 11 protection on
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.
Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the
Debtor in its restructuring efforts.  As of March 31, 2005, the
Debtors reported $13,440,720 in total assets and $13,645,199 in
total liabilities.


CORNERSTONE PRODUCTS: Panel Taps FTI as Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave the Official Committee of Unsecured Creditors of Cornerstone
Products, Inc., permission to retain FTI Consulting, Inc., as its
financial advisor.

The Committee tells the Bankruptcy Court that FTI Consulting will
aid in its assessment and monitoring of the Debtor's efforts to
maximize the value of the estate and achieve a successful
reorganization.

In this engagement, FTI Consulting will:

    a) assist the Committee in the review of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

    b) assist the Committee with information and analyses required
       pursuant to the Debtor's use of cash collateral including
       preparation for hearings regarding the use of cash
       collateral;

    c) assist with a review of the Debtor's short-term cash
       management procedures;

    d) assist and advice the Committee with respect to the
       Debtor's identification of core business assets and
       disposition of assets or liquidation of unprofitable
       operations;

    e) assist with a review of the Debtor's performance of
       cost/benefit evaluations with respect to the affirmation or
       rejection of various executory contracts and leases;

    f) assist in the valuation of the present level of operations
       and identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

    g) assist in the review of financial information  distributed
       by the Debtor to creditors and others, including cash flow
       projections and budgets, cash receipts and disbursement
       analysis , analysis of various assets and liability
       accounts, and analysis of proposed transactions for which
       Court approval is sought;

    h) attend meetings and assist in discussions with the Debtor,
       potential investors, banks, other secured lenders, the
       Committee and any other official committees organized in
       this chapter 11 proceeding, the U.S. Trustee, other parties
       in interest and their professionals;

    i) assist in the review and preparation of information and
       analysis necessary for the confirmation of a Plan of
       Reorganization;

    j) assists in the evaluation any analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers; and

    k) provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues as required by the
       Committee;

The hourly rates for FTI Consulting's professionals are:

       Designation                            Hourly Rate
       -----------                            -----------
       Senior Managing Directors              $560 - $625
       Directors and Managing Directors        415 - 560
       Associates and Consultants              205 - 385
       Administrative and Paraprofessionals     95 - 168

The Committee assures the Bankruptcy Court that FTI Consulting
does not hold any interest adverse to the Debtor or its estate.

FTI Consulting -- http://www.fticonsulting.com/-- is a premier
provider of problem-solving consulting and technology services to
major corporations, financial institutions and law firms when
confronting critical issues that shape their future and the future
of their clients, such as financial and operational improvement,
major litigation, mergers and acquisitions and regulatory issues.
Located in 24 of the major US cities, London and Melbourne, FTI's
total workforce of more than 1,100 employees includes numerous
PhDs, MBAs, CPAs, CIRAs and CFEs.

Headquartered in Plano, Texas, Cornerstone Products, Inc. --
http://www.cornerstoneproducts.com/-- manufactures custom
injection molded plastic products.  The Company filed for
chapter 11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No.
05-43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CUMMINS INC: Plans to Repay $250 Million 9-1/2% Notes in Dec. 2006
------------------------------------------------------------------
In another move aimed at decreasing its debt and strengthening its
balance sheet, Cummins Inc. (NYSE:CMI) intends to repay
$250 million in 9-1/2 percent notes in December 2006, the first
call date for the debt.  The notes, which were issued in November
2002, will be repaid using cash generated from Cummins operations.

The Company will also begin to repurchase shares of common stock
with the intent to buy back $100 million worth of Cummins stock
within two years.  This repurchase reflects the Company's
commitment to returning value to its shareholders.

Cummins executives, outlined the Company's plans for continued
profitable growth.  The key points are:

   -- Cummins has improved its cost structure and is more
      diversified by product and geographic region than during the
      last peak in the North American heavy-duty truck cycle.  As
      a result, the Company is poised to provide more stable
      earnings in the future and is better prepared to weather the
      next downturn in the business cycle.

   -- Cummins is a strong and growing presence in key emerging
      markets such as China and India.

   -- Cummins is focused on cash management and strengthening its
      balance sheet.

   -- Cummins has invested in the right technologies to meet
      global emissions standards.

The Company also reaffirmed its 2005 full-year earnings guidance
of $10.10-$10.30 and its third-quarter guidance of $2.40- $2.50 a
share.

"Over the past five years, we have worked hard to improve our cost
structure, strengthen our balance sheet and restructure our
businesses to make Cummins a stronger global competitor," said Tim
Solso, Cummins Chairman and Chief Executive Officer.  "In effect,
we have created a 'new Cummins' that is well-positioned for the
future."

Cummins reported record earnings and revenues in 2004 and is on
pace to do so again in 2005.

For the first six months of 2005, Cummins reported net income of
$238 million on sales of $4.70 billion - compared to net income of
$115 million and sales of $3.90 billion for the same period of
2004.  The Company raised its 2005 earnings guidance in late July
to $10.10-$10.30.

Debt repayment to strengthen balance sheet, lower future interest
expense

In repaying the debt at the first call date, the Company will pay
note-holders a premium of 4.75 percent, bringing the total cost of
the repayment to approximately $262 million.  That premium,
however, will be more than offset by the reduction in future
interest expense.

"Reducing debt is a central part of Cummins strategy to strengthen
its balance sheet and improve its liquidity," said Cummins
Chief Financial Officer Jean Blackwell.  "We reduced our debt by
$258 million early this year, and our continued strong operating
performance has put us in the position to take further steps to
lower our debt levels."

Cummins Inc. -- http://www.cummins.com/-- a global power leader,
is a corporation of complementary business units that design,
manufacture, distribute and service engines and related
technologies, including fuel systems, controls, air handling,
filtration, emission solutions and electrical power generation
systems.  Headquartered in Columbus, Indiana, (USA) Cummins serves
customers in more than 160 countries through its network of 550
Company-owned and independent distributor facilities and more than
5,000 dealer locations. With more than 28,000 employees worldwide,
Cummins reported sales of $8.4 billion in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2005,
Moody's Investors Service raised its rating of Cummins Inc.'s debt
securities (senior unsecured to Ba1 from Ba2), and also affirmed
the company's Ba1 corporate family rating and SGL-1 speculative
grade liquidity rating.  The rating outlook is changed to positive
from stable.

As reported in the Troubled Company Reporter on Aug. 5, 2005,
Standard & Poor's Ratings Services raised its rating on the
$28,000,000 Structured Asset Trust Unit Repackagings Cummins
Engine Co. Debenture-Backed Series 2001-4 certificates to 'BBB-'
from 'BB+'.


DAP HOLDING: Section 304 Petition Summary
-----------------------------------------
Petitioner: Hermanus Johannes Touw
            Director and General Manager
            DAP Holding, N.V.

   Debtors                                    Case No.
   -------                                    --------
   DAP Holding N.V.                           05-18816

   Achmea Schadeverzekeringen N.V.            05-18820

   AEGON Schadeverzekering N.V.               05-18824

   Allianz Nederland Schadeverzekering N.V.   05-18825

   AMEV Schadeverzekering N.V.                05-18827

   Atradius Credit Insurance N.V.             05-18832

   AXA Schade N.V.                            05-18836

   Delta Lloyd Schadeverzekering N.V.         05-18838

   Fortis Corporate Insurance N.V.            05-18855

   GENERALI Schadeverzekering
      Maatschappij N.V.                       05-18857

   Goudse Schadeverzekeringen N.V.            05-18858

   N.V. Maatschappij van Assurantie,
      Discontering en Beleening der
      Stad Rotterdam Anno 1720                05-18859

   N.V. Nationale Borg-Maatschappij           05-18860

   N.V. Noordhollandsche Van 1816 Algemene
      Verzekeringsmaatschappij                05-18861

   N.V. Verzekering Maatschappij de
      Noord-en Zuid-Hollandsche Lloyd         05-18862

   Nationale-Nederlanden Internationale
      Schadeverzekering N.V.                  05-18864

   Nationale-Nederlanden Schadeverzekering
      Maatschappij N.V.                       05-18865

   Vereenigde Assurantiebedrijven
      "Nederland" N.V.                        05-18866

Address:   Hoogoorddreef 54E
           1101 BE Amsterdam
           The Netherlands

Type of Business: The Debtors are insurance companies that
                  participated in a pool of insurers known as the
                  Dutch Aviation Pool, which started operation in
                  1932.  The Pool's business originally consisted
                  of all aviation and aviation-related product
                  liability insurance and reinsurance for airlines
                  (hull and liability), for manufacturers and
                  suppliers, airport liability, hangar keepers and
                  personal accident.

                  In January 1997, the Pool ceased writing new
                  insurance and went into run-off.  All Scheme
                  Companies are solvent except DAP.  The Scheme
                  Companies wish to avoid prolonging the run-off
                  through the Scheme of Arrangment.  Under the
                  Scheme, future and contingent liabilities of the
                  Scheme Companies will be valued and paid earlier
                  than would otherwise be the case under a normal
                  run-off.

                  The Petitioner wants the Scheme to be binding on
                  all Scheme Creditors.

Section 304 Petition Date: September 27, 2005

U.S. Bankruptcy Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Gregory M. Petrick, Esq.
                      Ingrid Bagby, Esq.
                      David Neiman, Esq.
                      Cadwalader, Wickersham & Taft LLP
                      One World Financial Center
                      New York, New York 10281
                      Tel: (212) 504-6373
                      Fax: (212) 504-6666

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


DRUGMAX INC: Wells Fargo Commits $65 Million in New Financing
-------------------------------------------------------------
DrugMax, Inc. (Nasdaq: DMAX) signed a commitment letter with
Wells Fargo Retail Finance, LLC, to underwrite a new $65 million
Senior Secured Revolving Credit Facility.  The new credit
facility, which has a maturity of five years, is expected to close
on or before Oct. 30, 2005, and is contingent on executing a
customary final credit agreement.

The Company plans to use the proceeds from the new facility to
replace its existing $65 million Senior Credit Facility.  DrugMax
has been in violation of certain covenants of the current Credit
Facility since January 2005.  In addition to refinancing the old
facility, the new Wells Fargo facility provides more flexible
terms and additional borrowing availability to allow the Company
to use the facility for growth opportunities and acquisitions.

"We are pleased to have signed a commitment letter for this new
credit facility with such a prominent bank that understands our
business, has extensive experience in the industry and supports
our post-merger strategy," Jim Searson, Chief Financial Officer of
DrugMax, said.  "This credit facility, which has covenants
consistent with our long-term strategy, provides the Company with
additional liquidity and flexibility to both operate the business
and take advantage of our future growth potential.  Moving
forward, our improved financial strength will be instrumental as
we continue to strive towards achieving sustained profitable
growth and position the Company to take advantage of the favorable
dynamics in the specialty pharmacy industry."

Timothy R. Tobin, Senior Vice President, National Director
Marketing & Structure, Wells Fargo Retail Finance, added, "We are
extremely pleased to establish a relationship with DrugMax and
support the Company's efforts as it continues to execute its
business strategy and enhance its position within the industry."

                     Senior Credit Facility

On Dec. 9, 2004, the Company entered into a Second Amended and
Restated Credit Agreement with General Electric Capital
Corporation, which increased the facility from $31 million to
$65 million.  The $65 million of maximum availability was reduced
by $5.5 million of permanent availability, until the March 2005
Amendment, which increased the permanent availability reduction to
$7.5 million.  The Senior Credit Facility will mature on Dec. 9,
2007.  The Senior Credit Facility includes a prepayment penalty
of:

    (1) $1,300,000 if paid in full before December 9, 2005,

    (2) $975,000 if paid in full after December 9, 2005 but before
        December 9, 2006, and

    (3) $650,000 if paid after December 9, 2006.

The Senior Credit Facility is secured by substantially all assets
of the Company.  As of April 2, 2005, $48 million was outstanding
under the Senior Credit Facility and $1 million was available for
additional borrowings.

                     Going Concern Doubt

In its Form 10-K filing, Deloitte & Touche LLP, the Company's
independent registered certified public accounting firm, issued an
unqualified audit report with an explanatory paragraph raising
doubt about the Company's ability to continue as a going concern.

               About Wells Fargo Retail Finance

Wells Fargo Retail Finance, headquartered in Boston, specializes
in building relationships and delivering customized, flexible
financial solutions to single and multi-channel retailers
throughout North America. It is part of Wells Fargo & Company
(NYSE: WFC), a diversified financial services company with $435
billion in assets, providing banking, insurance, investments,
mortgage and consumer finance to more than 23 Million customers
from more than 6,000 stores and the Internet -
http://www.wellsfargo.com/-- across North America and elsewhere
internationally.  Wells Fargo Bank, N.A. is the only bank in the
United States to receive the highest possible credit rating,
"Aaa," from Moody's Investors Service.

DrugMax, Inc. -- http://www.drugmax.com/-- is a specialty
pharmacy and drug distribution provider formed by the merger on
November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc.
DrugMax works closely with doctors, patients, managed care
providers, medical centers and employers to improve patient
outcomes while delivering low cost and effective healthcare
solutions.  The Company is focused on building an integrated
specialty drug distribution platform through its drug distribution
and specialty pharmacy operations.  DrugMax operates two drug
distribution facilities, under the Valley Drug Company and Valley
Drug South names, and 77 specialty pharmacies in 13 states under
the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy
brand names.


DRUGMAX INC: Has Until Oct. 24 to Comply with Nasdaq Requirements
-----------------------------------------------------------------
DrugMax, Inc. (Nasdaq: DMAX) received a letter from Nasdaq on
Sept. 22, 2005, notifying the Company that it was not in
compliance with Marketplace Rule 4310(c)(2)(B).  This rule
requires the Company to have a minimum $35 million in market value
of listed securities, $2.5 million in shareholders' equity, or net
income from continuing operations of $500,000 in the most recently
completed fiscal year or in two of the last three most recently
completed fiscal years.  Nasdaq informed the Company that it would
be provided until Oct. 24, 2005, to regain compliance with the
rule.

DrugMax believes that it will regain compliance with the continued
listing requirements of the Nasdaq SmallCap Market by Oct. 24,
2005.  If the Company does not regain compliance by October 24th,
it can request a hearing with Nasdaq.

                     Going Concern Doubt

In its Form 10-K filing, Deloitte & Touche LLP, the Company's
independent registered certified public accounting firm, issued an
unqualified audit report with an explanatory paragraph raising
doubt about the Company's ability to continue as a going concern.

DrugMax, Inc. -- http://www.drugmax.com/-- is a specialty
pharmacy and drug distribution provider formed by the merger on
November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc.
DrugMax works closely with doctors, patients, managed care
providers, medical centers and employers to improve patient
outcomes while delivering low cost and effective healthcare
solutions.  The Company is focused on building an integrated
specialty drug distribution platform through its drug distribution
and specialty pharmacy operations.  DrugMax operates two drug
distribution facilities, under the Valley Drug Company and Valley
Drug South names, and 77 specialty pharmacies in 13 states under
the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy
brand names.


DURANGO GEORGIA: Paper Mill & Timberland to be Auctioned on Dec. 6
------------------------------------------------------------------
Bridge Associates, LLC, will auction the assets held by the
Bankruptcy Estate of Durango Georgia Paper Company on Dec. 6,
2005, at 10:00 a.m. at the Amelia Island Plantation, 6800 First
Coast Highway in Amelia Island, Florida.

The Durango bankruptcy estate includes a "moth-balled" paper mill
situated upon approximately 750 acres of marsh and river-front
land that make up the property of Durango Georgia Paper of St.
Mary's, Georgia, along with the plant and equipment formerly
operated as the paper mill and approximately 3,400 acres of timber
tracts located near or abutting I-95 in Southeast Georgia,
approximately 35 minutes north of Jacksonville, Florida.

"This property is one of the few remaining large tracks suitable
for resort, mixed use development located on the intercoastal
waterway on the Georgia coast," Anthony Schnelling, the court-
appointed Trustee for the Durango estate and a principal of Bridge
Associates, said.  "The 'moth-balled' paper mill also presents
unique opportunities for paper producers seeking to expand
production during the current strong paper market.  We strongly
recommend that any interested parties that are planning to attend
the auction make their reservations well in advance. Since we
announced the selection of the "stalking horse" bidder, there has
been considerable interest in the estate's property, and we expect
a productive and competitive bidding process."

All pre-auction bids must be submitted to the Trustee, so as to be
received by or before Dec. 1, 2005, 5:00 p.m. EST.  Further
details on the auction process will be provided to qualified
bidders closer to the actual time of the auction.

Hilco Real Estate, LLC of Northbrook, Illinois, is the exclusive
real estate advisor to the Durango estate, and the company played
a key role in the process that led to the ultimate selection of a
"stalking horse" bidder.

Al Lieberman, a Principal with Hilco Real Estate, commented, "We
were pleased to have been selected for this important assignment
and look forward to a very successful auction sale."

On Sept. 19, 2005, St. Mary's Redevelopment Group, LLC, submitted
a stalking horse bid in the amount of $15 million, plus 18.5
percent of all future gross revenues from development sales and
from sale of the equipment out of the closed paper mill.  St.
Mary's, a sister company of RealtiCorp, a Greenville, South
Carolina commercial real estate development Firm, indicated an
intent to redevelop the mill property as a mixed-use resort.

The Durango estate has been represented in connection with this
transaction by Bridge Associates, LLC, as Trustee, Hilco Real
Estate, LLC of Northbrook, Illinois, as exclusive real estate
advisor, and by Ward Stone, Jr. of Stone & Baxter, LLP, a law firm
based in Macon, Georgia, as counsel.

Headquartered in St. Mary's, Georgia, Durango Georgia --
http://www.durangopaper.com/-- was a nationally recognized
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
Durango's creditors filed an involuntary chapter 7 petition
against it and the Company consented to the petition.  The Company
filed for chapter 11 relief on Nov. 20, 2002 (Bankr. S.D. Ga. Case
No. 02-21669).  George H. Mccallum, Esq., at Stone & Baxter, LLP,
Kate D. Strain, Esq., at Hunter, Maclean, Exley & Dunn, PC, and
Neil P. Olack, Esq., at Duane Morris LLP, represent the Debtor in
its restructuring efforts.  Bridge Associates, LLC, was appointed
as Trustee in the Case under the terms of a Plan of Liquidation
approved by creditors and confirmed by the Bankruptcy Court in
June 2004.


DURA OPERATING: Moody's Junks $856 Million Senior Notes' Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Dura Operating
Corp., its direct parent Dura Automotive Systems, Inc., and
subsidiary Dura Automotive Systems Capital Trust.  Dura
Automotive's Corporate Family rating has been lowered to B3 from
B2.  Dura Operating Corp.'s senior secured second lien ratings
were lowered to B3 from B2; senior unsecured to Caa1 from B3; and
senior subordinated to Caa2 from Caa1.  Dura Automotive Systems
Capital Trust's preferred securities were lowered to Caa3 from
Caa2.  The speculative grade liquidity rating was affirmed at SGL-
2.  The outlook is stable.

The downgrades were driven by:

   * the confluence of weak operating results and free cash flow;

   * high leverage and continuing issues of customer
     concentration; and

   * an unfavorable product platform mix.

Moody's anticipates a challenging production environment at Dura
Automotive's key customers, ongoing uncertainty of future market
shares for the North American Big 3 and continued demands by OEMs
for price concessions.  Weaker operating results combined with the
company's financial leverage are expected to continue to pressure
debt protection measures over the intermediate term.  Free cash
flow is expected to be negative for fiscal 2005 with debt
persisting at elevated levels.

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 cessation of
significant incentive programs by major OEMs and the impact these
factors may have on automotive build rates, and in particular some
of Dura Automotive's key vehicle platforms, over the intermediate
term.  The SGL-2 rating represents good liquidity over the next
twelve months.

Ratings downgraded:

  Dura Automotive Systems, Inc.:

   * Corporate Family to B3, from B2

  Dura Operating Corp.:

   * $150 million guaranteed senior secured second-lien term loan
     due April 2011 to B3 from B2

   * $400 million of 8.625% guaranteed senior unsecured notes due
     April 2012 (consisting of $350 million and $50 million
     tranches, respectively) to Caa1 from B3;

   * $456 million of 9% guaranteed senior subordinated notes due
     May 2009 to Caa2 from Caa1;

   * ?100 million of 9% guaranteed senior subordinated notes due
     May 2009 to Caa2 from Caa1

  Dura Automotive Systems Capital Trust's:

   * $55.25 million of 7.5% convertible trust preferred securities
     due 2028 to Caa3 from Caa2;

   * Dura Automotive's $175 million guaranteed senior secured
     first-lien asset-based revolving credit is not rated.

   * Dura Automotive's Speculative Grade Liquidity Rating has been
     affirmed at SGL-2

The B3 Corporate Family rating incorporates higher leverage and
lower debt protection measures which have resulted from weak
production levels and exposures to several structural challenges.
The North American Big 3 OEMs accounted for 51% of the end use of
Dura Automotive's revenues in fiscal 2004.  Lower OEM production
volumes, particularly from the Big 3, and uncertainty concerning
the future market share of the Big 3 are expected to negatively
impact Dura Automotive's operating results.  Weak profitability by
OEMs has led to a continued demand for price concessions from
suppliers, including Dura Automotive.  Unfavorable customer and
platform mix have also affected Dura Automotive's results as some
of the company's customers and product platforms are
underperforming the broader industry.

The aforementioned factors have led to a weakening in Dura
Automotive's cash flow, leverage and interest coverage metrics.
Dura Automotive's debt/EBITDA (calculated using Moody's standard
adjustments) has increased from 6.0x at year-end 2003.  In
addition, with over $80 million of negative free cash flow (after
capital expenditures) for the first six months of 2005 and
challenging industry conditions, free cash flow is expected to be
negative for fiscal year-end 2005.  Free cash flow to debt has
decreased from 4.2% in 2004 to negative 0.6% on an LTM basis at
July 3, 2005.  Dura Automotive's debt/EBITDA credit statistic
could deteriorate to almost 7.0x for fiscal 2005 and EBIT/interest
coverage could fall slightly below 1.0x.

Dura Automotive's speculative grade liquidity rating was affirmed
at SGL-2 reflecting good liquidity over the next twelve months.
Dura Automotive's liquidity position includes an expectation of
negative free cash flow (after capital expenditures) in fiscal
2005, but is offset to an extent by:

   * an adequate cash balance;

   * modest pension funding and cash restructuring requirements;
     and

   * a $175 million committed revolving credit facility.

The revolving credit facility is subject to borrowing base
limitations monitored on a monthly basis.  Currently there are no
financial covenant ratio requirements since the combination of
balance sheet cash and excess availability is above the $35
million threshold.  At July 3, 2005 the company had $101.7 million
of cash on its balance sheet.

The stable outlook is supported by:

   * Dura Automotive's geographic,
   * product and vehicle platform diversification,
   * cost reduction initiatives, and
   * good liquidity.

In fiscal 2004, approximately 59% and 39% of sales were generated
in North America and Europe, respectively.  The company is
strategically focusing on new safety items and electronics.  In
addition, the recreational vehicle part of the business (roughly
15% of Dura Automotive's business) offers some diversification
away from the automotive supplier industry.  The company commands
the leading market position for certain of its product categories.

Moody's notes that Dura Automotive's management has taken
restructuring actions to reduce costs.  These have allowed the
company to remain competitive in a cyclical industry.  Dura
Automotive's management has implemented steps to further lower
costs by freezing salaried wages through the remainder of 2005,
eliminating Dura Automotive's 2005 performance based 401-K
discretionary contributions and canceling the 2005 management
bonus program.  Other factors contributing to the stable outlook
include:

   * the company's efforts to expand further into Eastern Europe
     and Asia;

   * its finalization of steel price negotiations with customers;
     and

   * its competitive low cost structure versus peers.

A limited percentage of Dura Automotive's North American workforce
is represented by unions.

Developments that could result in lower ratings include:

   * EBITDA margins falling below 6%;
   * EBIT margins falling below 2%;
   * continued negative free cash flow generation,
   * leverage increasing to over 7.0x;
   * weakening liquidity; or
   * EBIT/interest coverage falling well below 1.0x.

Factors that could lead to higher ratings include:

   * EBIT margins sustained at a minimum of 7-8%;
   * EBITDA margins reaching approximately 7.5%;
   * Debt/EBITDA falling below 6.0x;
   * sustaining positive free cash flow; and
   * an improved liquidity profile.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including:

   * driver control systems,
   * structural door modules,
   * glass systems,
   * seating control systems,
   * exterior trim systems, and
   * mobile products.

Dura Automotive is a public company whose predecessor was
initially formed in November 1990.  Annual revenues approximate
$2.4 billion.


ELITE GAMING: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Elite Gaming LLC
        dba Barstow Development Associates
        2501 East Chapman Avenue, Suite 220
        Fullerton, California 92831-3108

Bankruptcy Case No.: 05-17156

Chapter 11 Petition Date: September 26, 2005

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Garrick A. Hollander, Esq.
                  Winthrop Couchot, Professional Corporation
                  660 Newport Beach, California 92660
                  Tel: (949) 720-4100

Total Assets: $2,050,000

Total Debts:  $1,474,327

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Daehnke & Cruz                Trade & repayment          $31,892
Attn: Corporate Officer       of funds
3333 Michelson Drive, #800
Irvine, CA 92612

Jon Kimbrell                  Unsecured loan             $31,000
950 East Katella Avenue,
Suite 4
Orange, CA 92867

Prospectus Printing           Trade                      $13,034
Attn: Hellen Brown
918 North Morgan Street
Orange, CA 92867

Steve Fink, Esq.              Trade                      $12,839

Seagroves Studios             Trade                      $10,000

Santos Vaquerano              Unsecured loan              $7,500

Airviews Inc.                 Trade                       $6,000

Diller & Associates           Trade                       $5,000


ENRON CORP: Agrees to Allow ECP Claims for $12 Million
------------------------------------------------------
On Nov. 25, 2002, East Coast Power, LLC, filed Claim Nos.
22089 and 22090, each for $6,606,357 against Enron Corp. and
EPC Estate Services, Inc., formerly known as National Energy
Production Corporation.

On March 9, 2005, Enron filed an Estimation Objection with
respect to the ECP Claims.

ECP was an appellant in an appeal before the Superior Court of
New Jersey, Appellate Division, pursuant to which, among other
things, ECP sought to retain up to $2,196,000 from a New Jersey
lien pool.

Pursuant to a stipulation, the parties agree that:

    (1) Claim No. 22089 will be allowed as a Class 185 Enron
        guaranty claim for $6,139,00;

    (2) Claim No. 22090 will also be allowed as a Class 67 general
        unsecured claim against NEPCO for $6,139,000;

    (3) ECP represents and warrants that:

        (a) the NJ Appellate Court has rendered a final decision
            against ECP in the NJ Lien Pool Appeal, and

        (b) ECP has not received and is not party to any agreement
            or understanding pursuant to which it will receive any
            portion of the Lien Pool Amount;

   (4) If ECP receives any amount from the Lien Pool prior to
       receiving distributions on the Allowed Claims, the amount
       of each of the Allowed Claims will be reduced by the amount
       of the Lien Pool Refund.  If ECP receives a Refund after
       receiving the claim distributions, ECP will promptly pay to
       Enron an amount equal to the difference between:

       (x) the distribution received by ECP under the Plan on
           account of the Allowed Claims, and

       (y) the distribution ECP would have received under the Plan
           on account of Allowed Claims if the Allowed Claims had
           been reduced by the amount of the Lien Pool Refund;

   (5) The Objection will be withdrawn; and

   (6) They will mutually release each other from any obligations
       under the ECP Claims.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
159; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Wants Court Nod on Potomac Settlement Agreement
-----------------------------------------------------------
Potomac holds 8,929.385 shares of Series A Preferred Stock of
Organizational Partner, Inc.

In connection with its holdings, on October 15, 2002, Potomac
timely filed Claim No. 13097 against Enron Corp.

Enron objected to the Claim.

The Reorganized Debtors and Potomac subsequently asked the Court
to adjourn the hearing on the Objection and agreed to negotiate a
settlement.

The salient terms of the settlement agreement entered into by the
parties, along with Deutsche Bank AG, are:

    (1) In the event that the Closing Date occurs on or before
        September 30, 2005, OPI will pay Potomac $13,251,279:

          -- $10,000,000 represents a return of Potomac's equity
             investment in OPI, and

          -- $3,251,278 of which represents unpaid dividends and
             accrued interest;

    (2) In the event that the Closing Date occurs on or after
        October 1, 2005, OPI will pay Potomac the Base Payment,
        plus an additional $78,404 per month until the Closing
        Date occurs;

    (3) Upon payment of the settlement amount, OPI will redeem all
        of the Potomac Shares;

    (4) Any and all claims of Potomac or its affiliates related to
        the Potomac Shares, including but not limited to the
        Claim, will be deemed withdrawn, with prejudice, and
        expunged in their entirety, without any further action;
        and

    (5) The parties will exchange limited mutual releases.

The Reorganized Debtors ask the Court to approve the Potomac
Settlement.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
158; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Court Approves Interim DIP Facility
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Entergy New Orleans interim access to $100 million of DIP
financing from its parent, Entergy Corporation.

The Debtor originally asked the Court for approval to borrow up to
$150 million on an interim basis, but contracted its request by
$50 million.

The DIP loan will enable Entergy New Orleans to meet its near-term
obligations, including employee wages and benefits, payments under
power purchase and gas supply agreements, and its current efforts
to repair and restore the facilities needed to serve its electric
and gas customers.

The Debtor will return to Court next month to request access to
the full $200 million DIP Facility on a final basis.

Entergy New Orleans, which provides electric and natural gas
service to customers within the city of New Orleans, is the
smallest of Entergy's five utility companies and represented about
7% of the consolidated revenues and 3% of its consolidated
earnings in 2004.  Neither Entergy Corporation nor any of
Entergy's other utility and non-utility subsidiaries were included
in the bankruptcy filing.

As previously reported, the Company's filing for chapter 11
protection was intended to address the very legitimate concern
expressed recently in a letter by U.S. Senators Mary Landrieu and
David Vitter from Louisiana to President Bush that the potential
bankruptcy of Entergy New Orleans would stall or cease restoration
efforts in the City as a result of creditor disputes that could
arise in such a filing.

Entergy Corporation -- http://www.entergy.com/-- 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.


ESCHELON TELECOM: Registers 1.6-Mil Common Shares for Distribution
------------------------------------------------------------------
Eschelon Telecom, Inc., registers with the Securities and Exchange
Commission 1,632,414 shares of common stock to be distributed
under the 2002 Stock Incentive Plan.

The Company valued the shares at an aggregate of $21,303,002.

DLA Piper Rudnick Gray Cary LLP, the Company's counsel, evaluated
the legal validity of these common shares.

The Company's common shares trade at Nasdaq National Market under
the symbol "ESCH"

The Company's shares of common stock trade between $11.92 and
$12.90 within the month.

A full-text copy of the 2002 Stock Incentive Plan is available for
free at http://ResearchArchives.com/t/s?1dd

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?1de

Eschelon Telecom, Inc., is a facilities-based competitive
communications services provider of voice and data services and
business telephone systems in 19 markets in the western United
States.  Headquartered in Minneapolis, Minnesota, the company
offers small and medium-sized businesses a comprehensive line of
telecommunications and Internet products.   Eschelon currently
employs approximately 1,134 telecommunications/Internet
professionals, serves over 50,000 business customers and has
approximately 400,000 access lines in service throughout its
markets in Minnesota, Arizona, Utah, Washington, Oregon, Colorado,
Nevada and California.

As of June 30, 2005, Eschelon Telecom's equity deficit more than
doubled to $22,980,000 from an $8,180,000 deficit at Dec. 31,
2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 5, 2005,
Standard & Poor's Ratings Services revised its outlook on
Minneapolis, Minnesota-based Eschelon Telecom Inc. to positive
from developing following the company's consummation of its
initial public offering, resulting in net proceeds of
$69.8 million, of which roughly $51 million will be used to
redeem the senior second secured notes due 2010.  Additionally,
$63 million of preferred stock will be converted to common shares.
All ratings, including the company's 'CCC+' corporate credit
rating, were affirmed.


FEDERAL-MOGUL: Inks Pact Resolving Dispute with UK Administrators
-----------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) and various of its
constituencies in the Chapter 11 proceedings have reached
agreement with the United Kingdom Administrators of Federal-
Mogul's UK affiliates.  The result of the agreement will allow
Federal-Mogul to retain the businesses and other assets of its UK
affiliates in exchange for monetary amounts and reserves that will
be used by the Administrators to provide a distribution to UK
creditors.  The agreement, which has been filed with the U.S.
Bankruptcy Court in Delaware, is subject to approvals and
determinations by the UK and U.S. Courts.

Federal-Mogul Chairman, President and Chief Executive Officer Jose
Maria Alapont said the agreement represents a major step toward
the fulfillment of the Company's intention to emerge reorganized
in a manner that separates the Company's operating potential from
its asbestos liabilities.

"Federal-Mogul, its employees and stakeholders, as well as the
Administrators, are pleased with the agreement, which brings us
closer to emergence from Chapter 11 in the U.S. and Administration
in the UK," Mr. Alapont added.  "On behalf of Federal-Mogul, I
extend my sincere gratitude to our customers and vendors for their
support; we are committed to driving global profitable growth
through our leading technology and innovation, world-class
portfolio of products and services, and competitive cost
structure."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
US$6 billion.  The Company filed for chapter 11 protection on
Oct. 1,2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed US$10.15 billion
in assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.


FEDERAL-MOGUL: Alan Haughie Appointed as Chief Accounting Officer
-----------------------------------------------------------------
John J. Gasparovic, Federal-Mogul Corporation's Senior Vice
President and General Counsel, informs the Securities and Exchange
Commission that Michael Widgren submitted his resignation,
effective Sept. 30, 2005, to pursue an opportunity at another
corporation.  At the time of his resignation, Mr. Widgren was the
Company's Chief Accounting Officer.

The Company has appointed Alan Haughie to the position of Chief
Accounting Officer, effective on Sept. 26, 2005.  Mr. Haughie will
continue to serve as Vice President and Controller.  Any change in
Mr. Haughie's compensation will be determined at a later date.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.


FIBERMARK INC: Files Revised Plan to Reflect New Bondholders Pact
-----------------------------------------------------------------
FiberMark, Inc. (OTCBB: FMKIQ) has filed a revised Plan of
Reorganization reflecting the settlement reached among FiberMark
and its top three bondholders:

   * AIG Global Investment Corp.,
   * Post Advisory Group, LLC, and
   * Silver Point Capital, L.P.

The agreement was reached in response to the findings and
recommendations of the independent examiner.  Key provisions of
the revised Plan include:

   (1) To settle potential causes of action by unsecured creditors
       against AIG and Post and litigation rights held by
       FiberMark against AIG and Post, bondholders and all other
       unsecured creditors-excluding the top three bondholders-
       will receive an all-cash payment estimated to provide a 70%
       recovery of claim amounts, which was the estimated recovery
       under FiberMark's initial plan of reorganization and
       compares favorably with the 54% estimated recovery levels
       under the plan filed in August.  Alternatively, unsecured
       creditors interested in receiving an equity position in the
       reorganized company may elect a distribution that includes
       new common stock along with a partial cash payment, which
       would provide an estimated 62% recovery of claim amounts.
       Under both options, the recovery estimates assume that the
       current value of the allowed claims remains unchanged.
       AIG and Post will contribute to the funding of the
       cash payments 8% of unsecured claims, not to exceed
       $4.2 million.  For unsecured creditors receiving the
       all-cash payment, a portion of the cash will be provided by
       Silver Point, which will effectively purchase the stock
       otherwise allocable to those creditors.

   (2) Silver Point will purchase the claims of AIG and Post for
       a negotiated amount.  As a result of the purchase, AIG and
       Post will have no ownership interest in the reorganized
       company.

   (3) AIG, Post and Silver Point have agreed to vote in favor of
       the company's revised Plan.

   (4) The potential causes of action held by unsecured creditors
       against AIG and Post and litigation rights held by
       FiberMark against AIG and Post will be released and
       extinguished under the revised Plan.  As a result, the Plan
       will contain no mechanism for litigating any such causes of
       action.  However, the Plan does not abridge the rights of
       persons who hold individual causes of action, as defined in
       the Plan.

   (5) AIG, Post and Silver Point will split the cost of the
       examiner's investigation three ways, subject to a cap
       totaling $1.75 million.

The settlement relates to the treatment of unsecured claims under
the company's Plan of Reorganization.  Shares held by current
stockholders will be cancelled, as detailed in the initial plan.

The previously approved disclosure statement has been modified to
conform to the revised Plan and the company must now obtain Court
approval to submit the Disclosure Statement and Plan to its
creditors for voting.  The company also expects the date for the
confirmation hearing that will follow the voting process to be
finalized shortly.  The company continues to expect that it will
have a confirmed Plan of Reorganization before the end of 2005.

A full-text copy of the Revised Plan is available for free at
http://ResearchArchives.com/t/s?1e8

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
f, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FIDELITY NATIONAL: Schedules Equity Distribution on Oct. 17
-----------------------------------------------------------
Fidelity National Financial, Inc. (NYSE: FNF) disclosed final
terms and set the record date and distribution date for the
distribution of Fidelity National Title Group, Inc. (Pending
NYSE: FNT) common stock to FNF stockholders.

Under the terms of the distribution of FNT common stock, FNF
stockholders will receive 0.175 shares of common stock of FNT for
each share of common stock of FNF that they own on the record
date.  No fractional shares of FNT common stock will be issued,
but new FNT stockholders will receive cash in lieu of any
fractional shares.  No action is required by FNF stockholders to
receive their shares of FNT common stock or the cash in lieu of
any fractional shares.  After the completion of the distribution
of FNT common stock, FNT will trade on the New York Stock Exchange
under the trading symbol 'FNT'.

The distribution will be made on Oct. 17, 2005 to FNF stockholders
of record as of Oct. 6, 2005.  Because of the nature of the
distribution of FNT common stock, the New York Stock Exchange has
determined that the ex- dividend date will be Oct. 18, 2005, the
business day following the distribution date for the common stock
of FNT.  FNF stockholders of record on the Oct. 6, 2005 record
date who subsequently sell their shares of FNF common stock
through the Oct. 17, 2005, distribution date will also be selling
their right to receive the distribution of FNT common stock.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of the deferral of the ex-
dividend date and the selling of shares of FNF common stock
through the distribution date for the common stock of FNT.  The
distribution of FNT common stock to FNF stockholders is expected
to be taxable to FNF stockholders at the dividend tax rate.
Stockholders are encouraged to consult with their financial
advisors regarding the circumstances of their individual tax
situation.

As previously disclosed, FNT intends to pay an annual cash
dividend of $1.00 per common share, payable quarterly.  The record
and payable dates for the initial $0.25 per common share quarterly
cash dividend are expected to be declared at the October meeting
of the FNT Board of Directors.  Additionally, FNT has paid the
previously disclosed $295 million dividend to FNF.  This was
accomplished through a $150 million intercompany note and
$145 million in an extraordinary dividend paid by an insurance
subsidiary of FNT.  The $150 million intercompany note will be
repaid through $150 million in borrowings under a $300 million FNT
bank credit facility at the time of the distribution of FNT common
stock to FNF stockholders, or shortly thereafter.

FNT intends to issue two $250 million intercompany notes payable
to FNF, with terms that mirror the existing FNF $250 million 7.30%
notes due in August 2011 and the $250 million 5.25% notes due in
March 2013.  FNT may make an exchange offer in which it would
offer to exchange the outstanding FNF notes for notes that FNT
would issue having the same interest rates, redemption terms and
payment and maturity dates.  If the exchange offer occurs, the
intercompany notes payable will be retired.

Fidelity National Financial, Inc. -- http://www.fnf.com/-- number
261 on the Fortune 500, is a provider of products and outsourced
services and solutions to financial institutions and the real
estate industry.  FNF had total revenue of nearly $8.3 billion and
earned more than $740 million in 2004, with cash flow from
operations of nearly $1.2 billion for that same period.  FNF is
the nation's largest title insurance company, with nearly 31
percent national market share, and is also a provider of other
specialty insurance products, including flood insurance,
homeowners insurance and home warranty insurance.  Through its
majority-owned subsidiary Fidelity National Information Services,
Inc., the Company is a leading provider of technology solutions,
processing services and information services to the financial
services and real estate industries.  FIS' software processes
nearly 50 percent of all U.S. residential mortgages, it has
processing and technology relationships with 45 of the top 50 U.S.
banks and more than 2,800 small and mid-sized U.S. financial
institutions and it has clients in more than 50 countries who rely
on its processing and outsourcing products and services.  FIS also
provides customized business process outsourcing related to
aspects of the origination and management of mortgage loans to
national lenders and servicers.  FIS offers information services,
including property data and real estate-related services that are
used by lenders, mortgage investors and real estate professionals
to complete residential real estate transactions throughout the
U.S.

                        *     *     *

As reported in the Troubled Company Reporter on May 20, 2005,
Fitch Ratings has placed the 'A-' insurer financial strength
ratings of the title insurance underwriting subsidiaries of
Fidelity National Financial, Inc., and the 'BBB-' long-term issuer
rating of FNF on Rating Watch Negative.  In addition, the 'BB-'
rating on the senior secured credit facility of FNF's subsidiary,
Fidelity National Information Services, is affirmed.


FLYI INC: Cuts Service & Scours for Financing to Avert Bankruptcy
-----------------------------------------------------------------
Mary Schlangenstein at Bloomberg News reports that FLYi Inc., the
parent company of Independence Air, is erasing nine airports from
its route map and preparing to reduce flights by 36%.  These cost
cutting measures run in tandem with FLYi's continuing search for
additional funding sources in order to avert a bankruptcy filing,
reported in The Wall Street Journal and elsewhere.  If the Company
fails to obtain additional funding, it could become the next
airline after Delta and Northwest to file for bankruptcy court
protection, according to several press sources.

For the past several months, the Company has been losing large
sums of money because of the greater crisis facing the airline
industry, which is mainly caused by high fuel costs and intense
competition from low-priced airlines.  Since the beginning of the
year, the Company's stock price has fallen nearly 90%, due to
fears of a bankruptcy filing.

In its Form 8-K filed with the SEC on Aug. 11, 2005, the carrier
reported a net loss of $98.5 million for second quarter 2005,
compared to second quarter 2004 net loss of $27.1 million.

Revenue fell 24% to $117.5 million, and the Company's unrestricted
cash was down to $66 million, from $107 million at the start of
the quarter and $169 million at the end of 2004.

At June 30, 2005, FLYi, Inc.'s balance sheet showed a $29,383,000
stockholders' deficit, compared to $167,134,000 of positive equity
at Dec. 31, 2004.

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi Inc. (CC/Watch Neg/--) to negative from
developing.

"The revision in CreditWatch status follows FLYi's second-quarter
10-Q filing, which continued to indicate substantial doubt about
the airline's ability to continue as a going concern," said
Standard & Poor's credit analyst Betsy Snyder.

The company disclosed in its second-quarter 10-Q report with the
SEC that it has engaged advisers and is making contingency plans
for a potential Chapter 11 bankruptcy filing.

Headquartered in Dulles, Virginia, FLYi Inc., --
http://www.flyi.com-- is the parent of Independence Air Inc., a
small airline based at Washington Dulles International Airport.
Independence Air offers low fares every day to a total of 45
destinations across America with comfortable leather seats and
Tender Loving Service(SM).


FOAMEX INT'L: Final DIP Financing Hearing Set for October 17
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 23, 2005, Bank of America, N.A., as administrative agent and
as lender, agreed to make a debtor-in-possession financing
facility available to Foamex L.P.  Other lenders include:

   -- General Electric Capital Corporation
   -- JPMorgan Chase Bank, N.A.
   -- Congress Financial Corporation Central
   -- State of California Public Employees' Retirement System
   -- PNC Bank, National Association
   -- Wells Fargo Foothill, LLC

The DIP Revolving Credit Lenders will make revolving loans and
other extensions of credit available to Foamex L.P. up to a
maximum outstanding principal amount of $240 million -- including
a $40 million sub-limit for letters of credit.

The Honorable Judge Walsh of the U.S. Bankruptcy Court for the
District of Delaware entered an Interim DIP Financing Order on
Sept. 20, 2005.  Judge Walsh allowed Foamex International Inc.,
and its debtor-affiliates to access up to $221 million of the $240
million DIP Revolving Credit Facility arranged by Bank of America
and obtain a new $80 million DIP Term Loan from Silver Point
Finance, LLC.

A copy of the order is available for free at
http://bankrupt.com/misc/foamexDIPorder.pdf

Judge Walsh will convene a Final DIP Financing Hearing on
Oct. 17, 2005, at 1:30 p.m. in Delaware.

Objections, if any, must be received no later than Oct. 11, 2005,
and served to:

    Counsel for the Debtors:

          Alan W. Kornberg, Esq.
          Paul, Weiss, Rifkind, Wharton & Garrison LLP
          1285 Avenue of the Americas
          New York, New York 10019

    Local counsel for the Debtors:

          Pauline K. Morgan, Esq.
          Young Conaway Stargatt & Taylor LLP
          The Brandywine Building
          1000 West Street, 17th Floor
          Wilmington, Delaware 19801

    Counsel for Bank of America, as DIP Revolving Credit Agent:

          Albert Fenster, Esq.
          Kaye Scholer LLP
          425 Park Avenue
          New York, New York 10022-3598

          Louis DeLucia, Esq.
          Marc Rosenberg and Buchanan Ingersoll
          The Nemours Building
          1007 North Orange Street, Suite 1110
          Wilmington, Delaware 19801

    Counsel for Silver Point, as Administrative Agent:

          Frederic Ragucci, Esq.
          Schulte Roth & Zabel LLP
          919 Third Avenue
          New York, New York 10022

    Counsel of the Ad Hoc Committee of Senior Secured Noteholders:

          Adam Harris, Esq.
          O'Melveny & Myers LLP
          Times Square Tower
          7 Times Square
          New York, New York 10036

    The United States Trustee:

          Kelly Beaudin Stapleton, Esq.
          Office of the U.S. Trustee
          833 Chestnut Street, Suite 500
          Philadelphia, Pennsylvania 19107

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 International Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Court Allows Continued Use of Existing Bank Accounts
------------------------------------------------------------------
To supervise the administration of Chapter 11 cases, the Office
of the U.S. Trustee requires a Chapter 11 debtor to close all
existing bank accounts and open new bank accounts.  The
requirement is designed to provide a clear line of demarcation
between a debtor's prepetition and postpetition transactions and
operations, and prevent the inadvertent postpetition payment of
prepetition claims.

Currently, Foamex International Inc., and its debtor-affiliates
maintain 24 bank accounts:

    * five controlled disbursement accounts in Bank of America,
      N.A., and one in Citibank, N.A.;

    * three lock box accounts in Bank of America, one lock box
      account in Citibank and one lock box account in JP Morgan
      Chase;

    * eight checking accounts -- one each in Wachovia Corporation,
      Bank of America, Wells Fargo Indiana, Wells Fargo New
      Mexico, PNC Bank, Renasant Bank, National Bank of Indiana
      and Susquehanna;

    * two Master Funding Accounts in Bank of America;

    * one Master Collection Account in Bank of America;

    * one local depository account in Wachovia; and

    * one wire transfer account in Citibank.

To require the Debtors to use new accounts would disrupt their
business and would impair their efforts to maximize the value of
their estates and reorganize their business, Joseph M. Barry,
Esq., at Young Conaway Stargatt & Taylor, in Wilmington,
Delaware, asserts.

Moreover, Mr. Barry continues, opening new accounts would
unnecessarily distract the Debtors' key accounting and financial
personnel whose efforts are more appropriately focused on
assisting with the reorganization.  The Debtors believe that any
delays or disruption in the payment of wages and other employee-
related expenses resulting from changing bank accounts would
erode employee morale at this critical time, and would cause the
employees to suffer great hardship.  This, in turn, could result
in their departure, an outcome, which would severely hamper the
Debtors' reorganization efforts.

Accordingly, the Debtors ask the Honorable Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware for permission
to continue using their existing bank accounts.

Maintenance of the Bank Accounts will ensure a smooth transition
into Chapter 11, Mr. Barry maintains.

                           *     *     *

Judge Walsh grants the Debtors' request.

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 International Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Court Okays Continued Use of Cash Management System
-----------------------------------------------------------------
Foamex International Inc., and its debtor-affiliates maintain a
centralized integrated cash management system in the operation of
their business, Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor, in Wilmington, Delaware, relates.

The Debtors deposit checks and receive wire transfers through six
different accounts.  Checks from customers on account of
outstanding accounts receivable are deposited into one of five
accounts.  Wire transfers and automated clearinghouse credits are
received by the Debtors into two accounts.  The Debtors'
remaining deposit account is with Wachovia Corporation and is
used by Foamex L.P. to deposit non-accounts receivable checks
for, among other things, rent receipts and vendor refunds.

The amounts in the deposit accounts, except the Wachovia account,
are swept daily into a Master Collection Account that is a
"blocked account".  Foamex LP typically sweeps the amounts in the
Wachovia account into the Master Collection Account.  Bank of
America, N.A., in turn, then sweeps the Master Collection Account
daily and applies the funds swept from the Master Collection
Account to reduce the amount outstanding under the $190 million
revolving credit facility.

Each day a report is prepared that identifies checks that will be
drawn from the Debtors' accounts at the end of the day.  Based on
this report and the Debtors' calculation of their other cash
needs for the day, the Debtors determine their aggregate cash
needs for the date and initiate a draw on the Bank Facility.
BofA then transfers the amount requested by Foamex L.P. first to
a master fund account and then into one of six disbursement
accounts, as necessary, to cover the Debtors' checks or wire
transfers.

Mr. Barry points out that the Debtors maintain current and
accurate accounting records of their daily cash transactions.
The Debtors' cash management procedures are ordinary, usual and
essential business practices.  They are similar to those used by
other large corporate enterprises and provide significant
benefits to the Debtors, including the ability to:

    (a) accurately and immediately report receipts and
        expenditures;

    (b) control corporate funds centrally;

    (c) ensure the availability of funds when necessary; and

    (d) reduce administrative expenses by centralizing the
        movement of funds.

At the Debtors' request, the U.S. Bankruptcy Court for the
District of Delaware authorizes them to maintain their existing
Cash Management System, provided that no prepetition check,
drafts, wire transfers or other forms of tender that have not yet
cleared as of the Petition Date will be honored unless authorized
by a Court order.

The Court also permits the Debtors to preserve various reporting
and accounting mechanisms, like signatory authorizations and
accounting systems central to the maintenance of the bank
accounts.

Among others, the Debtors assure the Court that they will
maintain records of all transfers within the Cash Management
System so that all transfers and transactions will be documented
in their books and records to the same extent the information was
maintained prior to the Petition Date.

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 International Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


GENERAL MOTORS: Fitch Lowers Rating One Notch to BB From BB+
------------------------------------------------------------
Fitch Ratings has downgraded the ratings of General Motors Corp.,
GMAC and related subsidiaries to 'BB' from 'BB+' due to a lack of
tangible progress in reducing its fixed cost structure (including
escalating health care costs and liabilities), the incrementally
negative effect on GM's core large vehicles resulting from
persistently high gas prices and heightened financial risks to GM
associated with resolution of the Delphi restructuring.

In addition, recent incentive programs have established lower
market pricing that makes GM increasingly vulnerable to volume
declines which could occur as a result of a decline in economic
conditions or simply a sustained falloff following recent industry
sales spikes.  Given continued top-line pressures, financial
stresses in the supplier base and numerous impediments to
achieving significant structural cost reductions (legacy cost and
labor contract restrictions), opportunities for cost reductions
have continued to narrow.

Persistently high gas prices are also expected to incrementally
reduce demand for GM's large vehicles, where GM is
disproportionately exposed in terms of volumes and profitability,
and where its new product introductions are concentrated.
Industry sale volumes in this segment saw a sharp decline in early
2005, which is likely to mute the volume impact and pricing
potential of GM's new GMT-900 product series.

In the absence of significant structural cost reductions, Fitch
expects that negative operating cash flow (ex-working capital
adjustments) is likely to deteriorate further in 2006, heightening
the risks of a more fundamental restructuring and reduced
liquidity (including long-term VEBA holdings) from currently
healthy levels.

Fitch has become increasingly concerned with the near-term
financial costs that could fall on GM as part of Delphi's
restructuring.  Although the restructuring, in or out of court, is
not currently expected to result in any interruption of supplies
to GM, the risks of disruption during the adjustment process
cannot be ruled out.  The risk of a work stoppage could arise,
however, in the event that GM does not, in the UAW's view, fully
meet the obligations that GM may have to Delphi workers.  The bulk
of the restructuring costs, within or outside of bankruptcy, are
expected to fall on the UAW through headcount reductions, facility
closures and wage and benefit reductions.

Although GM will benefit over the longer term by Delphi's expected
lower cost structure and the ability to re-source product away
from Delphi, Fitch is concerned about the short-term costs or
other forms of financial support necessary to restore Delphi's
financial position to viability.  Of concern to Fitch is a
revision of existing pricing wherein GM is forced to absorb
meaningfully higher costs on a significant portion of its supply
chain.  Restructuring benefits would largely accrue to Delphi in
the near term, with GM benefiting only over an extended time
period. Fitch believes that GM could utilize a portion of its
liquidity to accelerate workforce reductions at Delphi.

In the event of a Delphi bankruptcy, Fitch expects that GM would
also be absorbing substantial Delphi legacy costs in the form of
pension and OPEB obligations.  OPEB-related cash outflows are
relatively modest (projected at $216 million in 2005) but
accelerate sharply over the next four years.  The ultimate cost
and timing of Delphi's pension obligations that would be absorbed
by GM is unknown.  Due to the fact that GM is behind the PBGC, it
is Fitch's assumption that GM will not absorb the plans (or the
required contributions) but would be contingently liable for
meeting certain benefit levels.

Fitch expects that cash outflows associated with these obligations
would be very long-term in nature.  Pension benefits paid out by
Delphi are projected at $556 million in 2006, growing rapidly
through 2009.  OPEB and pension benefit outflows at Delphi and GM
will be further increased as headcount reductions are accelerated
at both entities.  Reducing the OPEB liability is clearly a top
priority for GM in the short term and in the 2007 UAW contract
negotiations.  Because the pension and OPEB obligations are long-
term in nature (and because the OPEB obligations are likely to me
modified during this time), Fitch believes that GM could allow a
Delphi bankruptcy and absorb these longer-term liabilities if GM
is able to benefit on the cost side in exchange.

Although GM is currently well-funded in its U.S. pension plans,
several years of low asset returns could result in an underfunded
position due to high level of benefits outflows.  In addition,
pending pension legislation could result in a re-measurement of
liabilities and higher required contributions.

Regarding GM's negotiations with the UAW regarding health care,
Fitch believes that there may be progress in working toward a
negotiated solution.  Fitch expects that modest progress will be
made in the short term, but that the more significant event will
be the 2007 contract negotiations, at which point event risk could
be high.  Given Fitch's expectation of negative cash flows through
2006, even significant progress in reducing the cash outflows
related to health care liabilities will be unlikely to restore GM
to cashflow breakeven levels.

GM retained liquidity of approximately $20.2 billion in cash and
short-term VEBA at June 30, 2005, plus $16.2 billion currently
held in long-term VEBA.  GM's liquidity profile also benefits from
substantial cash holdings at GMAC, and the ability to shrink
GMAC's balance sheet or monetize assets.  Although liquidity
currently remains healthy, Fitch expects that negative operating
cash flows (ex working capital) will deteriorate further in 2006
due to reduced unit sales, continuing price erosion and adverse
mix.  Coupled with any cash applied to resolve the Delphi and
health care issues, long-term VEBA could be reduced meaningfully
as GM applies these funds to permitted expenditures.

Fitch is also concerned with the potential reduction in credit
available to the automotive sector.  Extended payment terms have
long been an industry practice, and trade credit has become a
critical part of the liability structure of the OEMs and their
suppliers.  Suppliers have also traditionally relied on the
ability to finance OEM receivables.  As the automotive supply
chain comes under increasing financial stress and financial
intermediaries limit credit exposures throughout the industry,
restrictions on access to external financing and trade credit
could have significant repercussions on GM and throughout the
industry.

Ratings lowered with a Negative Rating Outlook:

   General Motors Corp.

   General Motors Acceptance Corp.

   GMAC International Finance B.V.

   General Motors Acceptance Corp., Australia

   General Motors Acceptance Corp. of Canada Ltd.

   GMAC Bank GmbH

   General Motors of Canada Limited

   General Motors Acceptance Corp. (N.Z.) Ltd.

   GMAC Commercial Funding Asia K.K.
   (formerly GMAC Commercial     Mortgage Japan K.K.)

      -- Senior debt to 'BB' from 'BB+'.

   Residential Capital Corp.
   GMAC Bank

      -- Senior debt to 'BBB-' from 'BBB'.

S-T ratings lowered:

   Residential Capital Corp.
   GMAC Bank

     -- Short-term to 'F3' from 'F2'.

Ratings affirmed:

   General Motors Corp.

   General Motors Acceptance Corp.

   GMAC International Finance B.V.

   General Motors Acceptance Corp., Australia

   General Motors Acceptance Corp. of Canada Ltd.

   GMAC Bank GmbH

   General Motors of Canada Limited

   General Motors Acceptance Corp. (N.Z.) Ltd.

   GMAC Commercial Funding Asia K.K.
  (formerly GMAC Commercial Mortgage Japan K.K.)

   General Motors Acceptance Corp. (U.K.) Plc

   GMAC Australia Finance

     -- Short-term 'B'.

   GMAC Bank

     -- Individual 'B/C'.

Rating Watch revised to Positive from Evolving:


   GMAC Commercial Mortgage Bank

     -- Long-term deposits 'BB+';
     -- Senior debt 'BB+' ;
     -- Short-term deposits 'B';
     -- Short-term 'B';
     -- Individual 'B/C';
     -- Support '3'.

   GMAC Commercial Mortgage Bank Europe, plc

     -- short-term ratings 'F3'.

   GMAC Commercial Mortgage Funding, plc

     -- Long-term ratings 'BB+'.

New rating assigned:

   GMAC Bank

     -- Long-term deposits 'BBB';


GMAC: Fitch Downgrades Senior Unsecured Rating to BB
----------------------------------------------------
Concurrent with Fitch Ratings' downgrade of General Motors Corp.,
Fitch has downgraded GMAC's senior unsecured debt rating to 'BB'
from 'BB+'.

In addition, Fitch has downgraded Residential Capital Corp.'s
senior unsecured rating to 'BBB-' from 'BBB'.  Fitch has affirmed
the short-term 'B' ratings of GMAC and lowered the short-term
ratings of ResCap to 'F3' from 'F2'.

Lastly, Fitch has revised the Rating Watch status on GMAC
Commercial Mortgage Bank to Positive from Evolving.  The Rating
Outlook for GMAC, ResCap and related entities remains Negative.
Approximately $104 billion of senior unsecured debt is affected by
this action.

Monday's action on GMAC solely reflects its linkages with GM.
Despite competitive and structural issues at GM, GMAC's own
operating performance has fared much better, reflecting in part,
the benefits of diversification from its mortgage and insurance
businesses.  In addition, Fitch recognizes GMAC's relatively sound
liquidity profile over the near term, augmented by GMAC's recent
whole-loan agreement with Bank of America.

The rating action on ResCap solely reflects its ownership by GMAC.
While Fitch continues to believe that ResCap maintains investment
grade fundamentals, its ownership by GMAC is a limiting factor in
terms of rating notching.  At present, Fitch would allow for up to
two notches between the ratings of ResCap and GMAC.  Although
Fitch does not differentiate the ratings of GM and GMAC currently,
Fitch would consider a ratings distinction similar to ResCap in
accordance with Fitch's criteria for parent and financial
subsidiary relationships.

The Rating Watch status on GMAC Commercial Mortgage Bank was
revised to Positive from Evolving reflecting the expected partial
spin-off from GMAC and Fitch's view of the resulting financial
profile of GMAC Commercial Holding Corp., the parent company of
GMAC Commercial Mortgage Bank.  Fitch anticipates resolving the
Rating Watch on GMAC Commercial Mortgage Bank at the time the
spin-off closes, expected later this year.

Ratings lowered with a Negative Rating Outlook:

   General Motors Acceptance Corp.

   GMAC International Finance B.V.

   General Motors Acceptance Corp., Australia

   General Motors Acceptance Corp. of Canada Ltd.

   GMAC Bank GmbH

   General Motors Acceptance Corp. (N.Z.) Ltd.

   GMAC Commercial Funding Asia K.K.
  (formerly GMAC Commercial Mortgage Japan K.K.)

     -- Senior debt to 'BB' from 'BB+'.

   Residential Capital Corp.
   GMAC Bank

     -- Senior debt to 'BBB-' from 'BBB'.

S-T ratings lowered:

   Residential Capital Corp.
   GMAC Bank

    -- Short-term to 'F3' from 'F2'.

Ratings affirmed:

   General Motors Acceptance Corp.

   GMAC International Finance B.V.

   General Motors Acceptance Corp., Australia

   General Motors Acceptance Corp. of Canada Ltd.

   GMAC Bank GmbH

   General Motors Acceptance Corp. (N.Z.) Ltd.

   GMAC Commercial Funding Asia K.K.
  (formerly GMAC Commercial Mortgage Japan K.K.)

   General Motors Acceptance Corp. (U.K.) Plc

   GMAC Australia Finance

     -- Short-term 'B'.

   GMAC Bank

     -- Individual 'B/C'.

Rating Watch revised to Positive from Evolving:

   GMAC Commercial Mortgage Bank

     -- Long-term deposits 'BB+';
     -- Senior debt 'BB+' ;
     -- Short-term deposits 'B';
     -- Short-term 'B';
     -- Individual 'B/C';
     -- Support '3'.

   GMAC Commercial Mortgage Bank Europe, plc

     -- short-term ratings 'F3'.

   GMAC Commercial Mortgage Funding, plc

     -- Long-term ratings 'BB+'.

New rating assigned:

   GMAC Bank

     -- Long-term deposits 'BBB';


HEILIG-MEYERS: Wachovia Bank Says Plan Shouldn't Be Confirmed
-------------------------------------------------------------
Wachovia Bank, N.A., acting as administrative agent for bank
lenders and as collateral agent for prepetition secured creditors
of Heilig-Meyers Company and its debtor-affiliates, tells the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, that it doesn't want the Debtors' Second Amended and
Restated Joint Liquidating Plan to be confirmed.

                    Wachovia's Objections

First, the Bank says that the Plan improperly classifies the
deficiency claims of the lenders in the same class as the
unsecured claims of the bondholders.  This scheme results to an
inferior recovery for the lenders.

Second, the Plan depends upon the substantive consolidation of the
Debtors' estates.  The Bank says that this is only a "pretend-
form" because differing treatments among unsecured creditors,
based on their separate claims against different Debtors, would
continue to be recognized.

Third, the liquidating Plan incorrectly treats the Lenders'
secured claims as unimpaired and having been paid in full.
Wachovia refutes this characterization.  Currently, the Lenders
have a pending appeal before the U.S. District Court for the
Eastern District of Virginia seeking to remove the $128.5 million
collateral cap enforced on the Lenders' claims.  If the District
Court will not affirm the cap, then, the Plan's treatment of the
Lenders' secured claims will be insufficient.  Wachovia surmises
that after more than five years in bankruptcy, the Debtors hope
that simple fatigue with the process will cause the Court to
overlook fatal legal deficienies in the Plan.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  Bruce H. Matson, Esq., Troy
Savenko, Esq., and Katherine Macaulay Mueller, Esq., at LeClair
Ryan, P.C., in Richmond, Va., represent the Debtors.


HILLMAN COS: AMEX Accepts Plan for Continued Listing Compliance
---------------------------------------------------------------
The Hillman Companies, Inc. (Amex: HLM_P), the parent company of
The Hillman Group Inc., disclosed that its plan of compliance had
been accepted by the American Stock Exchange.

The Company received a letter from AMEX on Aug. 24, 2005, advising
that the Company is not in compliance with the AMEX requirements
as set forth in Section 1101 of the Amex Company Guide for failure
to file with the Securities and Exchange Commission its quarterly
report on Form 10-Q for the quarter ended June 30, 2005.

In addition, the letter advised the Company that as a result of
the restatement of its financial statements as disclosed on a Form
8-K filed with the SEC on Aug. 23, 2005, the Company was not in
compliance with the requirements of its listing agreement.  The
compliance letter gives the Company until Sept. 7, 2005, to submit
a plan of action that the Company has taken, or will take, to
bring it into compliance no later than Oct. 4, 2005.

The Company submitted its plan of compliance on Sept. 7, 2005.
On Sept. 9, 2005, the plan was accepted by AMEX, and the Company
was granted an extension until Oct. 4, 2005, to regain compliance
with the continued listing standards.  The Company will be subject
to periodic review to determine whether progress consistent with
the plan is being made.  If the Company is not in compliance with
the continued listing standards by Oct. 4, 2005, or does not make
progress consistent with the plan during the plan period,
delisting procedures would be initiated.

The Hillman Companies, Inc., manufactures key making equipment and
distributes key blank, fasteners, signage and other small hardware
components.  The Company sells and markets to hardware stores,
home centers and mass merchants in the United States, Canada,
Mexico and South America.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior secured bank loan ratings on Hillman Group Inc. on
CreditWatch with negative implications.

Total debt outstanding was about $378 million as of March 31,
2005, for this Cincinnati, Ohio-based manufacturer and distributor
of fasteners and other hardware to the retail trade.


HOME PRODUCTS: McGladrey & Pullen Replaces KPMG as Auditors
-----------------------------------------------------------
Home Products International, Inc., dismissed KPMG LLP as its
principal accountants on Sept. 20, 2005.

The Audit Committee of the Company's Board of Directors approved
this action.

In connection with the audits of the two fiscal years ended
Jan. 1, 2005, and Dec. 27, 2003, and the subsequent interim period
through Sept. 20, 2005, there were no disagreements between the
Company and KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures.

             Material Weakness in Internal Controls

On Sept. 14, 2005, KPMG issued a letter to the Audit Committee to
communicate a control deficiency that was considered to be a
material weakness.  KPMG indicated, and the Company agreed, that
the Company did not maintain effective controls over the
determination of the provision for income taxes and related
deferred income tax accounts.

The material weakness arose from a lack of sufficient knowledge of
the detailed technical requirements related to the accounting for
the increase in the deferred tax asset valuation allowance that
results from the inability to offset the deferred tax liability
related to goodwill, which has an indefinite life, against
deferred tax assets that are created by other deductible temporary
differences.  As a result of this error in the application of U.S.
generally accepted accounting principles related to accounting for
income taxes, the Company determined it was appropriate to restate
its consolidated financial statements as of and for the fiscal
year ended January 1, 2005, and as of and for the quarterly period
ended April 2, 2005 to reflect the appropriate deferred tax
liability and income tax expense in the consolidated financial
statements.

                    Hires McGladrey & Pullen

Effective September 20, 2005, the Company's Audit Committee of the
Board of Directors appointed McGladrey & Pullen, LLP as the
Company's independent registered public accounting firm, subject
to McGladrey & Pullen's completion of their normal client
acceptance procedures.

Home Products International, Inc., is an international consumer
products company specializing in the manufacture and marketing of
quality diversified housewares products. The Company sells its
products through national and regional discounters including
Kmart, Wal-Mart and Target, hardware/home centers, food/drug
stores, juvenile stores and specialty stores.

As of July 2, 2005, Home Products' equity deficit widened to
$11,203,000 from a $907,000 deficit at Jan. 1, 2005.


HORNBECK OFFSHORE: Selling Debt & Equity in Private & Public Deals
------------------------------------------------------------------
Hornbeck Offshore Services, Inc. (NYSE: HOS) commenced a public
offering of 4,750,000 shares of common stock plus an additional
2,000,000 shares to be sold by a selling stockholder.  The
underwriters have been granted an option by the Company to
purchase up to an additional 1,012,500 shares.

In addition, the Company intends to sell in a private placement an
additional $75,000,000 aggregate principal amount of its 6.125%
Senior Notes due 2014 under its indenture dated as of Nov. 23,
2004.

The Company intends to use the proceeds from the offerings to
partially fund the construction of new OSVs, ocean-going tugs and
ocean-going, double-hulled tank barges and the retrofit or
conversion of certain existing vessels, including MPSVs.  In
addition, the combined proceeds may be used in connection with
possible future acquisitions and additional new vessel
construction programs, as well as for general corporate purposes.
Pending these uses, the Company will repay debt under its
revolving credit facility, which may be reborrowed.

Goldman, Sachs & Co. and Jefferies & Company, Inc. will act as
joint book-running managers for the Offering.  Lehman Brothers,
Bear, Stearns & Co. Inc., Johnson Rice & Company L.L.C., Simmons &
Company International, Hibernia Southcoast Capital, Inc. and
Pritchard Capital Partners LLC will act as co-managers.  The
Offering is being made only by means of a prospectus and related
prospectus supplement, copies of which may be obtained from
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004, (212)
902-1171.

Hornbeck Offshore Services, Inc., provides technologically
advanced, new generation offshore supply vessels in the U.S. Gulf
of Mexico, Trinidad and other select international markets, and is
a leading transporter of petroleum products through its fleet of
ocean-going tugs and tank barges, primarily in the northeastern
U.S. and in Puerto Rico.  Hornbeck Offshore currently owns and
operates a fleet of over 50 U.S.-flagged vessels primarily serving
the energy industry.

                        *     *     *

Hornbeck Offshore's 6-1/8% senior notes due 2014 carry Moody's
Investors Service's Ba3 rating and Standard & Poor's BB- rating.


INSEQ CORP: Acquires Separation and Recovery in All-Stock Deal
--------------------------------------------------------------
INSEQ Corporation (OTC Bulletin Board: INSQ) has acquired
Separation and Recovery Technologies, Inc., from UTEK Corporation
(AMEX: UTK; LSE-AIM: UTKA), in an all-stock transaction.

Pursuant to the terms of it agreement with UTEK, INSEQ acquired
SRT, a 100% owned subsidiary of UTEK, in a tax-free stock-for-
stock exchange through which INSEQ issued 434,782,608 unregistered
shares of common stock to UTEK in exchange for 100% of the issued
and outstanding shares of SRT.

SRT holds certain exclusive rights to a new patented technology
for the separation of plastics from solid wastes and non-exclusive
rights to the technology for the separation of plastics from
electronic equipment and white appliances.  Argonne National
Laboratory developed the new technology under a contract with the
U.S. Department of Energy.  In addition to the Argonne technology,
SRT's assets at closing also included several hundred thousand
dollars in working capital that INSEQ will use as seed capital as
it commercializes the Argonne technology.

"The Argonne technology enables the cost-effective preferential
separation and recovery of specific targeted plastics from a mixed
plastics stream, "said Kevin Kreisler, INSEQ's chairman. "This has
compelling implications in a number applications, but INSEQ is
predominantly interested in manufacturing systems that apply this
technology at centralized solid waste processing facilities, at
consumer electronics recycling facilities, and at targeted
plastics manufacturers with the goal of separating key targeted
plastics for recycling and reuse, and INSEQ hopes that this
technology will result in a significant contribution to INSEQ's
revenue and earnings as the first systems become operational."

Mr. Kreisler continued, "Having the capability to separate
targeted plastics from wastes streams provides value to recycling
efforts.  More importantly however, the Argonne separation
technology allows for more efficient conversion of mixed plastic
wastes into fuels such as diesel fuel.  This can be achieved today
by using this technology in conjunction with conventional refining
technologies such as thermal deploymerization and we plan to steer
our initial applications of the Argonne technology in this
direction."

A full-text copy of the Acquisition Agreements is available for
free at http://ResearchArchives.com/t/s?1e6

Inseq Corporation -- http://www.inseq.com/-- through its wholly
owned subsidiary, Warnecke Design Service, Inc., designs, builds,
and installs manufacturing equipment used in industry.  Project
sites are located throughout the United States, but are
concentrated in the states of Kansas and Ohio.

INSEQ is 70% owned by GreenShift Corporation (OTC Bulletin Board:
GSHF), a business development corporation whose mission is to
develop and support companies and technologies that facilitate the
efficient use of natural resources and catalyze transformational
environmental gains.

As of June 30, 2005, Inseq's total liabilities exceed its total
assets by $414,700.

                       Going Concern Doubt

The Company's external auditors -- Rosenberg, Rich, Baker,
Berman & Company -- raised going concern doubts after reviewing
the company's 2004 financial statements.

The Company incurred a loss of $1,346,773 for the six months ended
June 30, 2005.  As of June 30, 2005, the Company had $105,066 in
cash, and current liabilities exceeded current assets by
$455,606.


INTERNATIONAL PAPER: Sells Carter Holt Equity Stake for $1.14B
--------------------------------------------------------------
International Paper (NYSE: IP) has completed the sale of its
50.5% stake in Carter Holt Harvey Ltd. to Rank Group Investments
Ltd. for NZ$2.50 per share, per the lock-in agreement signed by
both companies on Aug. 16.  Proceeds of the sale totaled US$1.14
billion, and will be used primarily to reduce debt.

The Company's acceptance of the offer satisfies the minimum
shareholder acceptance condition of the full takeover offer,
launched Sept. 14, 2005.

"This is an important first step in IP's transformation plan, and
I'm pleased with how quickly we completed the transaction.  It's
an indication that we are serious and focused on getting value and
executing our strategy," said John Faraci, IP's chairman and chief
executive officer.  "While we remain confident in CHH's leadership
and strategy to grow and improve, our priorities have evolved and
the business climate has changed.  The timing was right for us to
divest our interests."

International Paper -- http://www.internationalpaper.com/-- is
the world's largest paper and forest products company.  Businesses
include paper, packaging, and forest products.  As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative (R) (SFI) program, a system that ensures the
continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Moody's Investors Service placed International Paper Company's
ratings on review for possible downgrade.

International Paper Company:

   * Senior Unsecured Baa2
   * Subordinate Shelf (P)Baa3
   * Preferred Shelf (P)Ba1
   * Commercial Paper P-2

International Paper Capital Trust II:

   * Bkd Preferred Stock Baa3
   * International Paper Capital Trust III:
   * Bkd Preferred Shelf Baa3

International Paper Capital Trust IV:

   * Bkd Preferred Shelf (P) Ba1
   * International Paper Capital Trust VI:
   * Bkd Preferred Shelf (P) Ba1

Champion International Corporation:

   * Senior Unsecured Baa2
   * Federal Paper Board Co., Inc.
   * Senior Unsecured Baa2

Union Camp Corporation:

   * Senior Unsecured Baa2


INTERSTATE BAKERIES: Asks Court to Okay Nestle Purina Agreement
---------------------------------------------------------------
On July 22, 1995, Interstate Bakeries Corporation and its debtor-
affiliates, Continental Baking Company, VCS Holding Company and
Ralston Purina Company executed a Tax Sharing Agreement, which
addressed certain tax issues arising under a related Sale and
Purchase Agreement between the Debtors, Continental Baking and
Ralston.

Ralston Purina Company is now known as Nestle Purina Petcare
Company.

Pursuant to the Tax Agreement, the parties allocated certain tax
benefits and burdens among themselves, J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois,
relates.

The Tax Agreement required the Debtors to pay Ralston in the
event that an Internal Revenue Service audit resulted in a shift
of certain tax deductions, leading to a tax benefit to Interstate
Brands Corporation and a tax liability to Ralston.  As a result
of IRS audits, the Debtors made yearly Shifted Deduction
Payments, aggregating $2,037,299, to Ralston from 1998 to 2003.

However, on March 7, 2002, the IRS issued new regulations, which
allowed certain losses previously disallowed by the IRS.  These
new regulations called into question whether Ralston truly
suffered a tax liability as a result of shifted deductions.  The
parties disputed whether the tax liability truly existed.

Mr. Ivester argues that to the extent there was no tax liability,
as the Debtors contend, Nestle must reimburse the Debtors
$2,037,299 for the Shifted Deduction Payments.  In contrast, if
the tax liability existed, as Nestle contends, the Debtors might
owe Nestle up to an additional $388,207 for unpaid Shifted
Deduction Payments, which includes future liabilities.

Pursuant to the Tax Agreement, the Debtors also made payments to
Ralston totaling $4,890,323, which represented the value of
certain income tax benefits enjoyed by the Debtors as a result of
certain employee severance payments made by Ralston after the
closing of the Sales Transaction.

However, the Debtors contend that Ralston was not entitled to
retain the Severance Pay Tax Reimbursements due to the fact that
Ralston received significant tax benefits as a result of making
the post-closing severance payments.  The Debtors further assert
that Nestle is required to reimburse them for the Severance Pay
Tax Reimbursements.

To avoid the expense, delay, and uncertainty of litigation, the
parties entered into a settlement agreement to resolve their
disputes.

The salient terms of the Settlement Agreement are:

    (a) Nestle holds the sole right, title and interest in and to
        all rights to reimbursement and recovery of all claims
        under the Tax Agreement originally held by Ralston or VCS;

    (b) Nestle will pay Interstate Brands $2,750,000, representing
        reimbursement of certain payments previously made by the
        Debtors to Nestle or Ralston under the Tax Agreement;

    (c) When Interstate Brands receives the Nestle Payment, Nestle
        will withdraw all of its claims against the Debtors
        relating to the Tax Agreement; and

    (d) The parties will execute mutual releases.

The Debtors ask Judge Venters to approve their Settlement
Agreement with Nestle.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JACOBS INDUSTRIES: Case Summary & 80 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Jacobs Industries, Inc.
             P.O. Box 9
             Fraser, Michigan 48026

Bankruptcy Case No.: 05-72613

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CEN Industries, Inc.                       05-72619
      Lightning Enterprises, Inc.                05-72623
      PMG Enterprises                            05-72624

Type of Business: The Debtor manufactures automotive interiors
                  and specializes in roll forming and channel,
                  stampings and assembled product.

Chapter 11 Petition Date: September 26, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Charles J. Taunt, Esq.
                  Erika D. Hart, Esq.
                  Charles J. Taunt & Associates, P.L.L.C.
                  700 East Maple Road, Second Floor
                  Birmingham, Michigan 48009-6359
                  Tel: (248) 644-7800

                                 Total Assets     Total Debts
                                 ------------     -----------
Jacobs Industries, Inc.           $19,513,913     $21,413,576

CEN Industries, Inc.                  $16,654         $94,977

Lightning Enterprises, Inc.           $13,099         $46,792

PMG Enterprises                       $10,372         $84,245

A. Jacobs Industries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Daimler Chrysler Corporation                          $1,341,949
OL-4740401
P.O. Box 98298
Chicago, IL 60693

JYCO Sealing Technologies                               $327,844
UPS #WA0305
3995 Boul. Industriel
Sherbrooke, PQ
J1L 2S7, CA

D&N Bending Corp.             Trade debt                $308,913
101 East Pond
Romeo, MI 48065

MST Steel Corp.                                         $262,278
24417 Groesbeck Highway
Warren, MI 48089-4786

Paul McCaulley                Unpaid salary             $263,268
[address not provided]

Shores Engineering                                      $254,139
34632 Nova
Clinton Township, MI 48035

Slidematic Products                                     $223,411

Johnston Steel Service Inc.                             $218,291

Macsteel Service Centers USA                            $215,859

City of Fraser - Taxes        Trade debt                $205,386

Horizon Steel Company                                   $188,695

Allison Engineering Inc.      Trade debt                $179,720

Timothy Kirby                 Unpaid salary             $179,046

Preferred Industries                                    $144,342

United States Steel                                     $133,179

General Motors Powertrain                               $123,381

GDX Automotive - Magog                                  $114,046

Powder Cote II, Inc.                                    $102,821

Fabristeel Manufacturing                                 $96,057

Blue Cross Blue Shield        Trade debt                 $94,737


B. CEN Industries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Jacobs Industries, Inc.                          $94,977
   34675 Commerce
   Fraser, MI 48026-0009

   Adkins, Annetta                                  Unknown
   8414 Ashton Street
   Detroit, MI 48228

   Adkins-Grayson, Michael                          Unknown
   8414 Ashton Street
   Detroit, MI 48224

   Allen, Christopher                               Unknown
   9130 Bishop Street
   Detroit, MI 48224

   Allen, Kieyana                                   Unknown
   15852 Faircrest
   Detroit, MI 48205

   Alvarez-Ramirez, Oralia                          Unknown
   5420 Proctor Street
   Detroit, MI 48210

   Alvarez-T, Lucio                                 Unknown
   2539 Inglis
   Detroit, MI 48209

   Arcos, Sebastian                                 Unknown
   8191 Lafayette
   Detroit, MI 48209

   Avendano, Esteban                                Unknown
   2607 Inglis
   Detroit, MI 48209

   Avendano-Bautista, David                         Unknown
   2607 Inglis
   Detroit, MI 48209

   Badillo, Vicente-Argimiro                        Unknown
   23179 Woodrow Wilson
   Warren, MI 48091

   Baker, Gloria                                    Unknown
   12135 Minden
   Detroit, MI 48205

   Balderrama-Tellez, Jacinto                       Unknown
   294 West Grand Boulevard
   Detroit, MI 48216

   Ballesteros-Mercado, Maria                       Unknown
   1501 Cavalry
   Detroit, MI 48209

   Berduo, Herelin                                  Unknown
   5833 Trenton Street
   Detroit, MI 48210

   Betz, Wendy Lou                                  Unknown
   8350 Lane Street
   Detroit, MI 48209

   Beverly, Lamark                                  Unknown
   14736 Rosemary
   Detroit, MI 48213

   Bonacorsi, Robert                                Unknown
   8833 Cologne
   Sterling Heights, MI 48314

   Brown, Leroun                                    Unknown
   6280 Holcomb
   Detroit, MI 48213

   Burris, Jervon                                   Unknown
   18312 Faust Avenue
   Detroit, MI 48219


C. Lightning Enterprises, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Jacobs Industries, Inc.                          $46,792
   34675 Commerce
   Fraser, MI 48026-0009

   Angeles, Gudelia                                 Unknown
   5208 Daniels
   Detroit, MI 48210

   Benson, Malcolm                                  Unknown
   13893 Pinewood
   Detroit, MI 48205

   Campbell, Clarissa                               Unknown
   20274 Goulburn
   Detroit, MI 48205

   Cooper, Devin                                    Unknown
   6628 Mc Clellan
   Detroit, MI 48213

   Dela Rosa Zetina, Ernesto                        Unknown
   35321 Wee Care Drive #1
   Clinton TWP, MI 48035

   Eiland, Rosalyn                                  Unknown
   4124 Alter Road
   Detroit, MI 48215

   Eliasz, Robert                                   Unknown
   50014 Degas
   Chesterfield, MI 48051

   Ervin, Shaun                                     Unknown
   30545 Sandhurst Drive, Apartment 103
   Roseville, MI 48066

   Escorcia-Vazquez, Cristina                       Unknown
   2003 Green
   Detroit, MI 48210

   Gregorio-Rodriguez, Simon                        Unknown
   4144 North Campbell Street
   Detroit, MI 48210

   Herrera-Avalos, Marlon Ivan                      Unknown
   3915 Tren
   Detroit, MI 48210

   Holbdy, Chauncey                                 Unknown
   9226 Bishop
   Detroit, MI 48224

   Lima, Ruben                                      Unknown
   15806 Marentette
   Clinton TWP, MI 48038

   Matthew, Sumoth                                  Unknown
   25611 Thomas Drive
   Warren, MI 48091

   Oropeza, Florencio                               Unknown
   6409 Pelouze
   Detroit, MI

   Ortiz, Amparo                                    Unknown
   5623 Lumley
   Detroit, MI 48210

   Parker, Ora                                      Unknown
   4358 Nottingham
   Detroit, MI 48224

   Rafael, Julio                                    Unknown
   5229 Daniels
   Detroit, MI 48210

   Reyes-Rodriguez, Bernardo                        Unknown
   4144 North Campbell
   Detroit, MI 48210


D. PMG Enterprises' 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Jacobs Industries, Inc.                          $84,245
   34675 Commerce
   Fraser, MI 48026-0009

   Abraham, James                                   Unknown
   24085 Almond
   East Pointe, MI 48021

   Adair, Roger                                     Unknown
   24170 Denise Road, Apartment 49B
   Clinton TWP, MI 48036

   Aguilar, Elizabeth Esquivel                      Unknown
   46220 Chadsworth, Lot 348
   Macomb, MI 48044

   Alexander, Eugene                                Unknown
   17233 Patton Street
   Detroit, MI 48219

   Anderson, Douglas                                Unknown
   5231 East 10 Mile Road, #206
   Warren, MI 48091

   Anderson, Tiffany                                Unknown
   8104 Marion
   Detroit, MI 48213

   Buckwalter, Judith                               Unknown
   23191 Hoover, Apartment 2A
   Warren, MI 48089

   Burns, Cynthia                                   Unknown
   5071 Iroquois
   Detroit, MI 48213

   Carreon, Maricela                                Unknown
   7092 West Lafayette
   Detroit, MI 48209

   Chris, Benny                                     Unknown
   25581 Cole
   Roseville, MI 48066

   Clayton, Michael                                 Unknown
   12637 Barlow
   Detroit, MI 48205

   Cleary, Mark                                     Unknown
   3962 Lake Forest
   Sterling Heights, MI 48314

   Delgado, Olivia                                  Unknown
   3455 Alvina Avenue
   Warren, MI 48091

   Dexter, Robert L.                                Unknown
   21404 Lasalle
   Warren, MI 48089

   Dixon, Camaro                                    Unknown
   6155 Crane
   Detroit, MI 48213

   Dobine, Adrienne                                 Unknown
   19324 Ryan Road
   Detroit, MI 48234

   Duran, Jose I.                                   Unknown
   2055 Vinewood #14
   Detroit, MI 48216

   Espinoza, Elfego                                 Unknown
   1472 Hubbard Street
   Detroit, MI 48209

   Espitia, Pablo Corona                            Unknown
   2055 Vinewood
   Detroit, MI 48216


JERNBERG INDUSTRIES: Retiree Panel Taps Fagelhaber LLC as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Committee of Non-Union Retirees of Jernberg Industries,
Inc., and its debtor-affiliates permission to employ the Law Firm
of Fagelhaber LLC as its counsel.

The Court approved the appointment of the members of the Retirees
Committee on Aug. 22, 2005.  The Retirees Committee is comprised
of Clarence M. Berblinger, Howard C. Campbell and Leonard M.
Lipinski.

Fagelhaber LLC will:

   a) negotiate and the Debtors' and the Unsecured Creditors
      Committee's professionals or representatives concerning the
      administration of the non-union retiree benefits;

   b) prepare and review pleadings, motions and correspondences in
      the Debtors' chapter 11 cases;

   c) appear at and represent the Retirees Committee in
      proceedings held before the Bankruptcy Court;

   d) provide legal advice to the Retirees Committee in the
      Debtors' actions concerning non-union retiree benefits and
      any other matters relevant to the non-union retiree
      benefits, and any other matters relevant to the non-union
      retirees in the Debtors' chapter 11 cases; and

   e) provide all other legal services to the Retirees Committee,
      including any actions by the Debtors or the Unsecured
      Creditors Committee in the Debtors' chapter 11 cases
      pursuant to Section 1114 of the Bankruptcy Code.

Lauren Newman, Esq., an Associate at Fagelhaber LLC, is one of the
lead attorneys for the Retirees Committee.  Ms. Newman charges
$250 per hour for her services.

Ms. Newman reports Fagelhaber LLC's professionals bill:

      Professional           Designation    Hourly Rate
      ------------           -----------    -----------
      Dennis E. Quaid        Partner           $395
      Clinton P. Hansen      Associate         $225
      Christina M. Berish    Associate         $165
      Wenette Bradford       Paralegal         $140

      Designation            Hourly Rate
      -----------            -----------
      Partners               $315 - $395
      Associates             $165 - $275
      Paralegals             $100 - $150

Fagelhaber LLC assures the Court that it does not represent any
interest materially adverse to the Retirees Committee, the Debtors
or their estates.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.  CM&D Management Services, LLC's A. Jeffery Zappone
serves as the Debtors' Chief Restructuring Officer.  CM&D Joseph
M. Geraghty sits as Cash and Restructuring Manager and Joshua J.
Siano, Gerald B. Saltarelli and J. David Mathews serve as Cash and
Restructuring Support personnel.


KAIRE HOLDINGS: Registers 84 Million Common Shares for Resale
-------------------------------------------------------------
Kaire Holdings, Inc., filed a Registration Statement with the
Securities and Exchange Commission to allow the resale of common
stock issuable upon the conversion of convertible notes and the
exercise of warrants of up to 84,469,729 shares, including:

   (1) up to 22,685,185 shares of common stock issuable to Alpha
       Capital Aktiengesellschaft upon the conversion of $350,000
       in secured convertible debentures and 1,944,444 shares from
       the exercise of warrants;

   (2) up to 34,277,066 shares of common stock issuable to
       Longview Fund, L.P., upon the conversion of $525,000 in
       secured convertible debentures and 6,652,778 shares from
       the exercise of warrants;

   (3) up to 11,778,846 shares of common stock issuable to
       Longview Equity Fund, L.P., upon the conversion of $175,000
       in secured convertible debentures and 875,000 shares from
       the exercise of warrants;

   (4) up to 5,048,077 shares of common stock issuable to Longview
       Equity Fund, L.P., upon the conversion of $75,000 in
       secured convertible debentures and 375,000 shares from the
       exercise of warrants; and

   (5) 833,333 shares of common stock to Bicoastal Consulting
       Group from the exercise of warrants.

The holders of the 8% convertible debentures may not convert its
securities into the Company's common shares if after the
conversion holder would beneficially own over 9.9% of the
Company's outstanding shares.

The Company's common stock is quoted on the OTC bulletin board
under the symbol "KAIH".  The Company's common shares traded
between $0.023 and $0.033 this month.

Kaire's shares of common stock are "penny stocks" as defined in
the Securities Exchange Act.  As a result, an investor may find it
more difficult to dispose of or obtain accurate quotations as to
the price of the shares of the common stock being registered
hereby.  In addition, the "penny stock" rules adopted by the
Commission under the Exchange Act subject the sale of the shares
of the common stock to certain regulations which impose sales
practice requirements on broker-dealers.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?1dc

Kaire Holdings, Inc., delivers specialized programs and services
targeted areas within the senior and chronic health care market.

As of June 30, 2005, Kaire Holdings' balance sheet reflected a
$1,790,816 stockholders' deficit compared to a $1,558,716 deficit
at Dec. 31, 2004.


KAISER ALUMINUM: Asks Court to Extend Deadline to Remove Actions
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates are parties
to a wide-variety of non-asbestos prepetition litigation.  Kaiser
Aluminum & Chemical Corporation is also a party to a significant
number of prepetition asbestos-related proceedings that are
pending in various courts throughout the country.

Due to several factors, including the number of Actions involved
and the complex nature of the Actions, the Debtors have not yet
determined which, if any, of the Actions should be removed and, if
appropriate, transferred to the District of Delaware.

Hence, the Debtors ask the U.S. Bankruptcy Court for the District
of Delaware to further extend the time within which they may
remove the Actions pursuant to Section 1452 of the Judiciary
Procedures Code and Rule 9027 of the Federal Rules of Bankruptcy
Procedure, to the later of 30 days after the:

   (a) effective Date of the Plan; or

   (b) entry of an order terminating the automatic stay with
       respect to a particular Action sought to be removed.

Kimberly Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that the Extension will
protect the Debtors' valuable right economically to adjudicate
lawsuits under Section 1452 of the Judiciary Procedures Code if
the circumstances warrant removal.  Absent an extension may
frustrate the potential consolidation of the Debtors' affairs into
one court.  It may also force the Debtors to address claims and
proceedings in a piecemeal fashion to the detriment of their
creditors.

Ms. Newmarch assures the Court that the Extension will not
prejudice:

   -- the plaintiffs in the stayed Actions because the parties
      may not prosecute the Actions absent relief from the
      automatic stay; and

   -- any party to an Action that the Debtors seek to remove from
      pursuing remand under Section 1452(b).

Judge Fitzgerald will convene a hearing on October 24, 2005, at
1:30 p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Removal Period is automatically extended
through the conclusion of that hearing.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 79; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KEY3MEDIA GROUP: Wants Until Dec. 31 to Object to Claims
--------------------------------------------------------
Reorganized Key3Media Group, Inc., and its affiliates asks the
U.S. Bankruptcy Court for the District of Delaware to extend,
until Dec. 31, 2005, the period within which they, or the Creditor
Representative appointed under their confirmed chapter 11 plan,
can object to proofs of claims.

As previously reported in the Troubled Company Reporter, the
reorganized Debtors have substantially completed the review and
reconciliation of approximately 380 claims filed against their
estates.  The extension will give the reorganized Debtors more
time to review and reconcile remaining claims that are potentially
objectionable.

Headquartered in Los Angeles, California, Key3Media Group, Inc.,
produces, manages and promotes a portfolio of trade shows,
conferences and other events for the information technology
industry.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 3, 2003 (Bankr. D. Del. Case No. 03-10323).
Christina M. Houston, Esq., at Richards, Layton & Finger, P.A.,
and David M. Friedman, Esq., at Kasowitz, Benson, Torres &
Friedman, LLP, represent the Debtor.  When the Debtors filed for
protection from their creditors, they listed $241,202,000 in total
assets and $441,033,000 in total liabilities.  The Court confirmed
the Debtors' First Amended Joint Plan of Reorganization on June 4,
2003, and the Plan took effect on June 20, 2003.


LEINER HEALTH: Completes Credit Agreement Amendment with Lenders
----------------------------------------------------------------
Leiner Health Products Inc. obtained consent from its secured
lenders to amend its Credit Agreement.  The amendment will enhance
the company's flexibility to manage the business and support the
acquisition of assets from Pharmaceutical Formulations, Inc.

The Credit Agreement amendment revises required minimum
Consolidated Indebtedness to Credit Agreement EBITDA Leverage
Ratio and Credit Agreement EBITDA to Consolidated Interest Expense
Ratio, commencing with the second quarter of fiscal 2006, ended
Sept. 24, and extending throughout the term of the Credit
Agreement.

"We are pleased with the support and confidence our lenders have
shown us in granting the amendment which will provide additional
flexibility as we continue to navigate the transitions in product
landscape," said Robert Kaminski, Chief Executive Officer.

                      PFI Acquisition

Leiner completed its transaction to purchase substantially all of
the assets related to PFI's solid dose pharmaceutical products
business for $23 million in cash.  The purchase price was funded
with $13 million in new equity from Leiner's equity sponsors and
$10 million drawn on Leiner's revolving credit facility.  The
acquisition excludes PFI's manufacturing facilities and its
branded fiber business, Konsyl Pharmaceuticals, Inc.

"We are especially excited that the acquisition of PFI assets
gives us the opportunity to be a leader in pain management
products across both the VMS and OTC categories as 40 million
Americans turn 50 over the next 20 years," Mr. Kaminski said.
"The acquisition also allows us to enhance our contract
manufacturing capabilities and expands our OTC product offering
and customer base."

Founded in 1973, Leiner Health Products, headquartered in Carson,
Calif., is America's leading manufacturer of store brand vitamins,
minerals, and nutritional supplements and its second largest
supplier of over-the-counter pharmaceuticals in the food, drug,
mass merchant and warehouse club (FDMC) retail market, as measured
by retail sales. Leiner provides nearly 40 FDMC retailers with
over 3,000 products to help its customers create and market high
quality store brands at low prices. It also is the largest
supplier of vitamins, minerals and nutritional supplements to the
US military. Leiner markets its own brand of vitamins under
YourLife(R) and sells over-the-counter pharmaceuticals under the
Pharmacist's Formula(R) name. Last year, Leiner produced 27
billion doses that help offer consumers high quality, affordable
choices to improve their health and wellness.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Moody's Investors Service lowered the long and short-term ratings
of Leiner Health Products Inc. by one notch and placed the long-
term ratings on review for further possible downgrade.  The rating
action follows the sharp decline in first quarter profits that has
resulted in negative free cash flow and has forced the company to
seek an amendment to its bank credit agreement.  Credit measures
and liquidity have weakened beyond levels consistent with the
previous ratings, and could be further constrained by ongoing
industry and cost pressures or by the company's planned
acquisition of Pharmaceutical Formulations Inc.

These ratings were downgraded and placed under review for further
possible downgrade:

   * Corporate family rating (formerly called "senior implied
     rating"), to B2 from B1;

   * $50 million senior secured revolving credit facility
     due 2009, to B2 from B1;

   * $240 million senior secured term loan facility due 2011,
     to B2 from B1;

   * $150 million 11% senior subordinated notes due 2012, to Caa1
     from B3.

These rating was downgraded:

   * Speculative grade liquidity rating, to SGL-4 from SGL-3.


LIN TV: Subsidiary Selling $190 Mil. Notes Via Private Placement
----------------------------------------------------------------
LIN Television Corporation, a wholly owned subsidiary of LIN TV
Corp. (NYSE: TVL), entered into an agreement to sell $190 million
aggregate principal amount of 6.5% Senior Subordinated Notes due
2013.

The Notes will be issued at a discount to their aggregate
principal amount at maturity and will generate gross proceeds to
LIN Television Corporation of $175.3 million.  The yield to
maturity of the Notes is 7.875% (computed on a semi-annual bond
equivalent basis), calculated from Sept. 29, 2005.

The Notes will be guaranteed by LIN TV Corp.  The proceeds from
the sale of the Notes will be used to repay the $170 million term
loan under LIN Television Corporation's credit facility with the
balance, if any, to repay a portion of the outstanding revolving
indebtedness under LIN Television Corporation's existing credit
facility.  The offering is expected to close on September 29,
2005, subject to customary closing conditions.

The Notes will be issued in private placements and are expected to
be resold by the initial purchasers to qualified institutional
buyers under Rule 144A of the Securities Act of 1933 and outside
of the United States in accordance with Regulation S under the
Securities Act of 1933.

The Notes have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

LIN TV Corp., headquartered in Providence, Rhode Island, pro forma
for the acquisition owns and operates 30 television stations in 14
markets.  In addition, the company also owns approximately 20% of
KXAS-TV in Dallas, Texas and KNSD-TV in San Diego, California
through a joint venture with NBC.  LIN TV is a 50% investor in
Banks Broadcasting, Inc., which owns KWCV-TV in Wichita, Kansas
and KNIN-TV in Boise, Idaho.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services lowered its ratings on LIN TV
Corp., including lowering its long-term corporate credit rating to
'B+' from 'BB-'.  S&P said the outlook is stable.

On Aug. 23, 2005, Moody's Investors Service placed the ratings of
LIN TV Corp., including the Ba2 corporate family rating, on review
for possible downgrade following the company's announcement that
it has entered into a definitive agreement to acquire five
television station from Emmis Communications Corp. for
$260 million with cash.


MD BEAUTY: S&P Revises Outlook to Negative from Stable
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on MD
Beauty Inc. to negative from stable.

In addition, Standard & Poor's affirmed all of its existing
ratings on the company, including its 'B' corporate credit rating.
About $398 million of pro forma debt is affected by this action.

The revised outlook reflects MD Beauty's very aggressive financial
policy because it intends to use the proceeds from the planned
$177 million increase in its first and second lien bank facility
to pay a substantial dividend to shareholders.  This dividend is
in addition to a $100 million dividend paid to shareholders in
February 2005.

As a result, pro forma debt leverage will increase to levels above
the February 2005 transaction.  While the company's operations
continue to trend favorably, MD Beauty is in the process on
enhancing its infrastructure with:

   * newly retained management;

   * a recently opened distribution facility; and

   * new operating systems that will be in place over the
     next year.

"We view this transaction as limiting the company's flexibility to
withstand any significant operating issue in the near term within
the current rating category," said Standard & Poor's credit
analyst Patrick Jeffrey.


MEDICALCV INC: Files Supplemental Prospectus on 63 Million Shares
-----------------------------------------------------------------
MedicalCV, Inc., filed a Prospectus Supplement with the Securities
and Exchange Commission relating to the sale from time to time of
up to 63,122,500 shares of its common stock to incorporate the
latest financial information.

As reported in the Troubled Company Reporter on Sept. 20, 2005,
the Company reported $5,070,184 of net income for the quarter
ending July 31, 2005, after recognizing a $6.4 million gain on
account of decreased warrant-related liability.  At July 31, 2005,
the Company's balance sheet showed $10,972,691 in total assets and
a $14,059,307 stockholders deficit.

The Company's shares of common stock are quoted on the OTC
Bulletin Board and trade under the ticker symbol "MDCV."  The
Company's common shares traded between $0.70 and $0.90 this month.

A full-text copy of the Prospectus Supplement is available for
free at http://ResearchArchives.com/t/s?1df

MedicalCV, Inc., is a cardiothoracic surgery device manufacturer.
Previously, its primary focus was on heart valve disease. It
developed and marketed mechanical heart valves known as the
Omnicarbon 3000 and 4000.  In November 2004, after an exhaustive
evaluation of the business, MedicalCV decided to explore options
for exiting the mechanical valve business.  The Company intends to
direct its resources to the development and introduction of
products targeting treatment of atrial fibrillation.

At July 31, 2005, the Company's balance sheet showed $10,972,691
in total assets and a $14,059,307 stockholders deficit.


MELLON RESIDENTIAL: Fitch Junks Rating on Class B-5 Certificates
----------------------------------------------------------------
Fitch Ratings has affirmed and taken rating action on these Mellon
Residential Funding Corp issues:

   Series 1998-A

     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'B';
     -- Class B-5 downgraded to 'C' from 'CCC'.

   Series 1998-2

     -- Classes A-11, A-12 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 affirmed at 'AAA';
     -- Class B-5 upgraded to 'AA+' from 'AA'.

   Series 1998-TBC1

     -- Class A-3 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA'.

   Series 1999-TBC1

     -- Class A-3 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA'.

   Series 1999-TBC2

     -- Class A-3 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-5 upgraded to 'AA+' from 'AA'.

   Series 1999-TBC3

     -- Class A-2 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 upgraded to 'AA+' from 'AA';
     -- Class B-4 upgraded to 'AA-' from 'A+';
     -- Class B-5 upgraded to 'BBB+' from 'BBB'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $258 million of certificates.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect $4.43 million of certificates.
Currently, the B-5 classes of series 1998-2 and series 1999-TBC2
are benefiting from 7.02% and 3.21% CE (originally 0.30% and
0.25%), respectively, and the B-3, B-4 and B-5 classes for series
1999-TBC3 are benefiting from 2.47%, 1.34% and 0.67% CE
(originally 1.1%, 0.60% and 0.30%), respectively, in the form of
subordination.

The negative rating action on class B-5 of series 1998-A,
affecting $1.18 million of outstanding certificates, is the result
of higher-than-expected collateral losses to date and reflects the
exhaustion of credit support to that class.  As of the August 2005
distribution, the pool has incurred cumulative losses of 0.89% and
approximately 4.14% of the remaining pool balance is more than
ninety days delinquent.

The above deals have pool factors (i.e., current mortgage loans
outstanding as a percentage of the initial pool) ranging from 1%
to 45%.

The collateral for series 1998-A consists of Alt-A 30-year fixed-
rate mortgage loans secured by first liens on one- to four-family
residential properties.  The mortgage loans are master serviced by
Alliance Mortgage Company.

The collateral of series 1998-2 consists of prime 20- to 30-year
fixed-rate, fully amortizing, first lien, one- to four-family
residential mortgage loans.  The weighted average loan-to-value
ratio is approximately 74.4%.  The three states that represent the
largest portion of mortgage loans in Pool 1 are California,
Massachusetts and New Jersey.  The mortgage loans are master
serviced by Atlantic Mortgage & Investment Corp.

The collateral of the remaining transactions consist of hybrid
adjustable-rate, 30-year fully amortizing mortgage loans secured
by first liens on one- to four-family residential properties.  The
weighted average LTV for the transactions ranges from 66.42% to
68.70%.  The three states that represent the largest portion of
mortgage loans are California, Massachusetts and New York.  The
mortgage loans are master serviced by The Boston Safe Deposit and
Trust Co., a wholly owned subsidiary of Mellon Bank Corp.


METALFORMING TECHNOLOGIES: Court Approves $25 Mil. Sale to Zohar
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved the sale of Metalforming
Technologies, Inc., and its debtor-affiliates' Lexington business
assets to Zohar Tubular Acquisition, LLC.

As reported in the Troubled Company Reporter, Zohar Tubular
offered to buy the Debtors' operating assets for $25 million plus
the assumption of all postpetition liabilities.

The asset sale includes the Debtors':

    a) structural and tubular business;

    b) Saline and Milan plants; and

    c) Metalform's 49% equity interests in the Lexington Joint
       Venture and the Engineered Systems business.

                       GE Assets

In connection with the asset sale, GE Commercial Finance agrees to
sell equipment, currently leased by the Debtors, to Zohar Tubular
for $780,000.  With the sale of the GE assets, GE and the Debtors
waive all claims against each other in connection with the lease
contract.

Judge Walrath further allows the Debtors to assume and assign
unexpired leases and executory contracts associated with the
Lexington assets to Zohar Tubular, including all of Johnson
Control Inc.'s purchase orders and related agreements.  The
Bankruptcy Court will hear objections to the proposed cure amounts
for the Lexington contracts at 4:00 p.m. on Oct. 4, 2005.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METALFORMING TECH: Creditors Must File Proofs of Claim By Oct. 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
Oct. 20, 2005 at 4:00 p.m., as the deadline for all creditors owed
money by Metalforming Technologies, Inc., and its debtor-
affiliates on account of claims arising prior to June 16, 2005, to
file formal written proofs of claim.

Governmental Units have until Dec. 13, 2005 to file formal written
proofs of claim.

Original proofs of claims must be delivered to:

      Metalforming Technologies, Inc.
      Claims Processing Center
      P.O. Box 5115, FRD Station
      New York, New York 10150-5115

or to the Debtors' claims agent at:

      Metalforming Technologies, Inc.
      Claims Processing Center
      c/o Bankruptcy Services LLC
      757 Third Avenue, 3rd Floor
      New York, New York 10017

Creditors wishing to receive confirmation of the claims agents'
receipt of their proof of claim must submit, along with their
original proof of claim:

     a) a copy of the submitted proof of claim; and
     b) self-addressed, stamped, return envelope.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METROPOLITAN MORTGAGE: Court Approves Amended Disclosure Statement
------------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington approved the adequacy of
the Third Amended Disclosure Statement explaining the Third
Amended Joint Plan of Reorganization filed by Metropolitan
Mortgage & Securities Co., Inc., and its debtor-affiliate, Summit
Securities Inc.  Judge Williams put her stamp of approval on the
Amended Disclosure Statement on Sept. 26, 2005.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Joint Plan to creditors and
solicit their votes in favor of the Plan.

             Summary of the Amended Joint Plan

The Amended Joint Plan focuses upon maximizing and expediting
distributions to creditors through the efficient liquidation of
all remaining assets of the Debtors.  Because the amount owing on
the Debtors' Debt Securities, which total approximately $470
million far exceeds the likely total value of the Debtors'
combined remaining assets, the main focus of the Plan is to
maximize the percentage recovery of Debt Security holders and
other unsecured creditors from the limited pool of remaining
assets.

The Plan contemplates that after payment of secured claims,
priority claims and administrative expenses, only certain
unsecured creditors will receive distributions under the Plan.
The holders of Equity Securities will have their securities
canceled and will receive no distributions under the Plan or
interests in the Creditors' Trusts.

The Plan provides for the establishment of two trusts:

  1) the Metropolitan Creditors' Trust, whose sole beneficiaries
     are certain unsecured creditors of Metropolitan, primarily
     the holders of Metropolitan's Debt Securities; and

  2) the Summit Creditors' Trust, whose sole beneficiaries are
     certain unsecured creditors of Summit Securities, primarily
     the holders of Summit's Debt Securities.

              Projected Plan Distributions to
               General Unsecured Creditors

Within the next year, beneficiaries of the Metropolitan Creditors'
Trust may receive up to 14 cents for every dollar of their claims
from the net proceeds of Metropolitan Core Assets and
beneficiaries of the Summit Creditors' Trust may receive up to 14
cents for every dollar of their claims from the net proceeds of
Summit Core Assets.

Beneficiaries of the Creditors' Trusts may receive an additional
estimated 15-18 cents for every dollar of their claims from
recovery from the D&O Policies, Avoidance Actions and the sale of
the Insurance Companies.  In addition, there may be other
distributions in the next year to beneficiaries of the Creditors'
Trusts from other Causes of Action, excluding Avoidance Actions.

            Treatment of General Unsecured Claims
        for Metropolitan Mortgage and Summit Securities

General Unsecured Claims of Metropolitan Mortgage, totaling
approximately $357,245,839, will receive a Pro Rata beneficial
interest in the Metropolitan Creditors' Trust, with that Pro Rata
beneficial interest to be determined as if Metropolitan Mortgage's
General Unsecured Claims and Intercompany Affiliate Claims were a
single Class.

General Unsecured Claims of Summit Securities, totaling
approximately $157,909,000 will receive a Pro Rata beneficial
interest in the Summit Creditors' Trust, with that Pro Rata
beneficial interest to be determined as if Summit Securities'
General Unsecured Claims and Intercompany Affiliate Claims were a
single Class.

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

http://www.researcharchives.com/bin/download?id=050927230200

All ballots must be returned by Nov. 18, 2005.  Objections to the
Amended Plan, if any must be filed and served by Nov. 28, 2005.

Judge Williams will convene a confirmation hearing to consider the
merits of the Amended Plan at 9:00 a.m., on Dec. 13, 2005, and at
9:00 a.m., on Dec. 14, 2005.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No.
04-00757), along with Summit Securities Inc., on Feb. 4, 2004.
Bruce W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and
Doug B. Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks,
Elliot & McHugh represent the Debtors in their restructuring
efforts.  When Metropolitan Mortgage filed for chapter 11
protection, it listed total assets of $420,815,186 and total debts
of $415,252,120.


METROPOLITAN MORTGAGE: SEC Sues Four Former Executives for Fraud
----------------------------------------------------------------
The Securities and Exchange Commission filed civil fraud charges
against former executives and third party business associates of
Metropolitan Mortgage and Securities Co., Inc., a long-standing
Spokane, Washington finance and real estate company that collapsed
in 2004.  Metropolitan filed for bankruptcy in February 2004,
devastating nearly 10,000 investors throughout the Pacific
Northwest who had invested approximately $450 million in the once
high-flying real estate company.

The SEC's civil complaint, filed in the U.S. District Court for
the Western District of Washington, alleges that Metropolitan's
management falsified the company's 2002 financial results by
reporting profits from circular real estate sales where
Metropolitan purported to sell property to buyers who, in fact,
received all of the money to pay for the purchase from
Metropolitan or its affiliates. The fraud made Metropolitan appear
profitable -- facilitating further sales of its bonds and
preferred stock to investors -- when in reality the company was
encountering its third straight year of mounting losses and
verging on financial collapse.

                        The Complaint

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

Named in the complaint are:

   -- former Chief Executive Officer C. Paul Sandifur, Jr., 63,
      of El Centro, California;

   -- former executive Thomas G. Turner, 54, of Sparks, Nevada;
      and

   -- former Controller Robert Ness, 41, of Bellevue, Washington;
      as well as

   -- former Vice President Thomas R. Masters, 54, of Spokane,
      Washington, who is alleged to have participated in one of
      the fraudulent transactions.

                          Rabbits

According to the Commission's complaint, the bogus deals -- known
internally as "rabbits" (as in, pulling a rabbit out of a hat) --
all materialized in the final days of Metropolitan's fiscal year
2002, allowing the company to report a profit rather than the loss
it had anticipated.  In the largest of these deals, Metropolitan
reported a $10 million gain by completely financing the purchase
of property by customer Trillium Corporation, a private company
based in Bellingham, Washington. In order to evade accounting
principles prohibiting companies from reporting profits from such
sales, Metropolitan and Trillium agreed to make it appear that the
property was being purchased by an unrelated third party, Jeff
Properties -- in reality a shell company set up by an eighteen
year old high school student, the son of a Trillium creditor, in
exchange for a motorcycle.  In addition to charges against
Metropolitan's officers, the Commission's complaint levels fraud
charges against Trillium, its President and CEO David Syre, 64, of
Bellingham, Washington, and Trillium creditor Dan Sandy, 50, of
Rochester, Washington.

Among other claims, the Commission's complaint alleges that by
engaging in the conduct described above, each of the defendants
committed or aided and abetted violations of the antifraud
provisions of the federal securities laws and aided and abetted
Metropolitan's violations of reporting requirements. Specifically,
the complaint alleges that Sandifur, Turner, Ness and Masters
directly violated Section 17(a) of the Securities Act of 1933 and
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-
5 thereunder.  The complaint also alleges that Sandy, Syre,
Trillium, Turner, Ness and Masters aided and abetted
Metropolitan's violations of Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder.  All of the defendants are alleged to have
aided and abetted Metropolitan's violations of the reporting
requirements of Section 13(a) of the Exchange Act and Rules 12b-20
and 13a-1 thereunder, and Sandifur, Turner and Ness are also
alleged to have aided and abetted Metropolitan's violations of
Rule 13a-13 under the Exchange Act. Further, Sandifur, Turner,
Masters and Ness are alleged to have violated Section 13(b)(5) of
the Exchange Act and Rule 13b2-1 thereunder, and aided and abetted
Metropolitan's violations of Sections 13(b)(2)(A) and 13(b)(2)(B)
of the Exchange Act. The complaint alleges that Sandifur, Turner
and Ness violated Exchange Act Rule 13b2-2, and that through their
certifications of Metropolitan's 2002 year-end false financial
statements, Sandifur and Ness violated Exchange Act Rule 13a-14.
Finally, the complaint charges Sandifur as a control person for
Metropolitan's violations of Sections 10(b), 13(a), 13(b)(2)(A)
and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1
and 13a-13 thereunder.

The Commission's action seeks civil monetary penalties and
injunctive relief from all defendants, as well as disgorgement
from Sandifur, Turner, Ness and Masters, and orders barring
Sandifur, Turner and Ness from serving as officers or directors of
public companies.

                     Thomas Turner Indicted

In a separate action, the Criminal Division of the United States
Department of Justice and the Spokane Office of the Federal Bureau
of Investigation announced the filing of criminal charges against
Thomas Turner.  Additional details about that criminal proceeding
were not available at press time.

                           *   *   *

Nicholas K. Geranios, writing for the Associated Press, recalls
that the company's collapse last year cost more than 10,000
investors to lose $450 million.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  It filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-00757), along
with Summit Securities Inc., on Feb. 4, 2004.  Bruce W. Leaverton,
Esq., of Lane Powell Spears Lubersky LLP and Doug B. Marks, Esq.,
of Elsaesser, Jarzabek, Anderson, Marks, Elliot & McHugh represent
the Debtors in their restructuring efforts.  When Metropolitan
Mortgage filed for chapter 11 protection, it listed assets of
$420,815,186 and debts of $415,252,120.   The Company is subject
to numerous ongoing investigations by state and federal
regulators, including the U.S. Securities and Exchange Commission.


METROPOLITAN MORTGAGE: Sues PwC for Negligence in Audit Work
------------------------------------------------------------
The Directors of Metropolitan Mortgage & Securities Co., Inc., and
its affiliate, Summit Securities Inc., filed a lawsuit against
their former accountants and auditors, PricewaterhouseCoopers LLC,
over audit work performed in 1999 and 2000 that failed to warn the
two companies were on the verge of bankruptcy.

The lawsuit was filed in the U.S. District Court in Spokane,
Washington, on Sept. 21, 2005, according to a report by the
Associated Press and other published reports.

The two companies assert in their lawsuit that PWC was negligent
in its duties as their independent auditors by misrepresenting the
truth in the Firm's audit reports that Metropolitan and Summit
were in deep financial trouble.

The lawsuit also alleges that PwC advised Metropolitan and Summit
to set up a questionable tax shelter plan that was later
disallowed by the Internal Revenue Service, which further drove
the two companies into filing for bankruptcy.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-
00757), along with Summit Securities Inc., on Feb. 4, 2004.  Bruce
W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and Doug B.
Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks, Elliot &
McHugh represent the Debtors in their restructuring efforts.  When
Metropolitan Mortgage filed for chapter 11 protection, it listed
total assets of $420,815,186 and total debts of $415,252,120.


MIRANT CORP: Selling Washington Power Unit to Longview for $17.2M
-----------------------------------------------------------------
Mint Farm Generation, LLC, owns a partially constructed gas-fired
combined-cycle electric generating power facility and related
assets in Longview, Washington.  Mint Farm was originally a
wholly owned subsidiary of Avista Power, LLC, formed for the
purpose of developing the Facility.

On July 30, 2001, Mirant Corporation purchased Mint Farm and all
of its assets from Avista.  After the sale, Mirant immediately
made arrangements for the construction of the Facility.  However,
because of Mirant's financial situation, construction of the
Facility was suspended.

Stone & Webster, the construction contractor, continues to
provide maintenance and certain other services relating to the
Facility under an existing construction contract.

The total budget to maintain the Facility in its present
condition, including property taxes, is $2 million per year.

The Debtors analyzed the economics of owning, maintaining and
operating the Facility both over the short and long-term future.
The Debtors realized that they would not realize economic
benefits because they:

    -- were not dedicating resources to support trading in the
       market where the Facility and related assets are located;

    -- did not own additional assets in that market; and

    -- did not desire to expand in the market.

The Debtors determined that the incremental cost to construct,
own, maintain and operate the Facility exceeded the risk adjusted
present value of the cash flows that would be generated by the
Facility.

Accordingly, the Debtors concluded that provided appropriate
consideration could be obtained, the sale of the Facility,
together with certain real property and contracts, represents the
highest and best use for the property.

                         Marketing Process

Almost a year after the construction was suspended, the Debtors
engaged in efforts to sell the Facility.  In March 2004, the
Debtors enlisted the assistance of The Blackstone Group L.P. to
run a formal marketing process.

The Debtors received numerous indicative offers.  Blackstone and
the Debtors continued to facilitate due diligence with the
interested bidders during the first quarter of 2005.  The bidders
used the time to arrange financing, line-up power purchasers and
complete due diligence.

In late March 2005, the Debtors received definitive offers from
two of the bidders, and the negotiation of a model asset purchase
agreement began with both parties.

The Debtors, in consultation with their advisors, concluded that
Longview Generation LLC's bid represented a commercially
reasonable offer for the Facility.

                         Purchase Agreement

On Sept. 13, 2005, Mirant Corporation and Mint Farm entered
into an Asset Purchase Agreement with Longview Generation.

A full-text copy of the Asset Purchase Agreement is available at
no cost at http://ResearchArchives.com/t/s?1e9

The salient terms of the Longview Agreement are:

    a. Mint Farm will sell the Facility and related assets to
       Longview Generation for $17,200,000, subject to certain
       adjustments;

    b. At the Closing, Longview Generation will pay, satisfy,
       perform and discharge all Assumed Liabilities provided in
       the Agreement, arising out of the ownership or operation of
       the Facility that arise or accrue after the Closing,
       including all liabilities and obligations arising or
       accruing under the Assumed Contracts listed in the
       Agreement;

    c. The Debtors will use commercially reasonable efforts to
       obtain the Court's approval of a Bid Procedures Order.  The
       Approval Order must be entered on or before December 8,
       2005;

    d. Longview Generation has provided the Debtors with
       $1,720,000 as earnest money deposit.  Mint Farm will retain
       the Deposit as its sole and exclusive remedy in the event
       that Mint Farm terminates the Agreement due to a material
       breach committed by Longview Generation; and

    e. In the event that Longview Generation terminates the
       Agreement in accordance with the terms of the Agreement or
       if Mint Farm sells the Assets to an entity or entities
       other than Longview or any of its affiliates -- an Upset
       Sale -- then Longview Generation's sole and exclusive
       remedies will be limited to:

          -- the return of the Deposit;

          -- the payment of the Buyer Expense Reimbursement; and

          -- the payment of the Buyer Break-up Fee under certain
             circumstances.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to approve:

     (i) the Asset Purchase Agreement, free and clear of all
         liens, claims, encumbrances and interests, to Longview
         Generation or to any other party submitting the highest
         or otherwise best bid for the Purchased Assets at a
         scheduled Auction; and

    (ii) the assumption or assignment of certain executory
         contracts and permits.

                           *     *     *

Judge Lynn directs the Debtors to provide the Court, on or before
September 29, 2005, with a Schedule identifying the contracts to
be assumed and assigned and the permits to be assigned under the
Asset Sale Agreement, and the corresponding cure amounts for the
Assumed Contracts, if any, that the Debtors may seek to assume or
assign to Longview or to any Successful Bidder.

The Court further directs the Debtors to send a notice to the
non-Debtor parties to the Assumed Contracts and Permits to give
them an opportunity to object to the assumption and assignment,
the Cure Amount relating to the Assumed Contracts or both.

The Court rules that if no objection is timely received:

     -- the Cure Amount in the Schedule will be controlling; and

     -- each non-Debtor party to the Assumed Contract will be
        barred from asserting any other claim arising prior to the
        assignment against the Debtors or Longview Generation or
        any Successful Bidder as to the Assumed Contract.

The Court has set a sale hearing for October 19, 2005, to
consider the Debtors' request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Bowline Gets Court OK to Recover $4.9M from Insurer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Mirant Bowline, LLC, a Mirant Corporation debtor-affiliates,
permission to execute documents necessary and proper to secure
payment of $4,889,764, representing the outstanding sum of the
covered losses.

As reported in the Troubled Company Reporter on Aug. 16, 2005,
Unit 2 at the facility of Bowline suffered a serious equipment
failure that forced the unit offline on January 17, 2004.  Bowline
submitted a claim pursuant to its all risk property insurance
policy to certain insurers, including Underwriters at Lloyd's and
Companies Collective.  An adjuster was assigned to evaluate the
claim.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, related that the Adjuster's March 10, 2004, report to
the Insurers estimated repair costs at $2,000,000, which is below
the Policy's $5,000,000 property damage deductible.  Thus, repair
costs sought in the Claim were determined to be unrecoverable.

However, the time required to repair and restore the unit to
service exceeded the Policy's 60-day business interruption
deductible, Ms. Campbell relates.  So, Bowline also submitted an
interruption claim for losses suffered in excess of the 60-day
deductible to the Insurers.  The claim was assigned to the
Adjuster.

In January 2004, the Debtors began meeting with the Adjuster to
discuss the validity and amount of the Interruption Claim.  Ms.
Campbell reports that the Debtors were successful in
demonstrating to the Adjuster an Interruption Claim for
$6,537,022, representing:

    -- $1,086,145 in energy payment losses;
    -- $120,504 in ancillary service payment losses; and
    -- $5,330,373 in capacity payment losses.

The Adjuster issued a report to the Insurers recommending payment
of the entire amount without reduction.  Underwriters at Lloyd's,
as Lead Insurer, accepted and approved the Adjuster's
recommendation on July 13, 2005.

Ms. Campbell noted that the Insurers have tendered to Bowline a
$1,647,259 partial payment.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOLECULAR DIAGNOSTICS: CFO Dennis L. Bergquist Resigns
------------------------------------------------------
David Weissberg, M.D., Molecular Diagnostics, Inc.'s Chief
Executive Officer, informed the Securities and Exchange Commission
in an 8-K filing that Dennis L. Bergquist resigned as Chief
Financial Officer of the Company on Sept. 20, 2005.

Molecular Diagnostics, Inc. -- http://www.molecular-dx.com/--  
formerly Ampersand Medical Corporation, is a biomolecular
diagnostics company focused on the design, development and
commercialization of cost-effective screening systems to assist in
the early detection of cancer.  MDI has currently curtailed its
operations focused on the design, development and marketing of its
InPath(TM) System and related image analysis systems, and expects
to resume such operations only when additional capital has been
obtained by the Company.  The InPath System and related products
are intended to detect cancer and cancer-related diseases, and may
be used in a laboratory, clinic or doctor's office.

As of June 30, 2005, Molecular Diagnostics' balance sheet showed a
$12,998,000 equity deficit, compared to a $12,123,000 deficit at
Dec. 31, 2004.


NATIONAL BENEVOLENT: Sues Weil Gotshal to Reduce Bankruptcy Costs
-----------------------------------------------------------------
The St. Louis Business Journal reports that the National
Benevolent Association filed an adversary proceeding with the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, against its lead bankruptcy counsel, Weil Gotshal &
Manges LLP.  The suit alleges that the high-profile New York law
firm misled the organization to file for bankruptcy, with
disastrous results.

National Benevolent is the social- and health-services division of
the Christian Church (Disciples of Christ).  The organization
seeks unspecified punitive damages, fee forfeiture and other costs
it incurred by hiring Weil Gotshal.  The organization claims it
paid the law firm more than $10 million in fees for its
professional services during National's restructuring, the Journal
relates.  The organization further alleges it suffered
"unnecessary" professional fees of at least $40 million because of
the law firm's alleged breach of fiduciary duty.

The St. Louis newspaper relates that the move is unusual because
the organization is suing a law firm that helped it emerge from
bankruptcy shedding about $230 million in liabilities.  Some
corporate restructuring observers shake their heads and say the
lawsuit's absurd on its face.

Daniel Sheehan, Esq., at Daniel Sheehan & Associates LLP,
represents National Benevolent.

A full-text copy of the Complaint, filed Sept. 14, 2005, is
available at no charge at:

      http://bankrupt.com/misc/04-50948-2162.pdf

Weil's time to file a motion to dismiss, answer, or other
responsive pleading has not expired.

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ) --
http://www.nbacares.org/-- manages more than 70 facilities
financed by the Department of Housing and Urban Development and
owns and operates 18 other facilities, including 11 multi-level
older adult communities, four children's facilities and three
special-care facilities for people with disabilities.  The non-
profit organization filed for chapter 11 protection on February
16, 2004 (Bankr. W.D. Tex. Case No. 04-50948).  Alfredo R. Perez,
Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed more than $200 million in debts and
assets at that time.  The organization emerged from chapter 11
protection on April 15, 2005.


NAVIGATORS GROUP: S&P Assigns Preliminary BB+ Pref. Stock Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
senior debt, 'BBB-' subordinated debt, and 'BB+' preferred stock
ratings to Navigators Group Inc.'s (NASDAQ:NAVG; BBB/Negative/--)
$250 million multipurpose shelf.

The company intends to use the proceeds for general corporate
purposes, which could include downstreaming funds to its insurance
companies.

NAVG's operating performance was strong in 2004 and in the first
half of 2005, with $51 million and $30 million, respectively, in
pretax operating income.  Despite the pre-Katrina/Rita softening
of the overall pricing environment of the property/casualty
industry, NAVG generated strong earnings as it continued to
benefit from moderate rate increases across its business lines.
As a result, the company produced strong RORs of 15.0% and 16.5%
in the same periods.

NAVG's negative outlook reflects the company's short track record
in new lines of business such as directors and officers and errors
and omissions.  This diversification strategy outside marine
insurance, which is NAVG's longstanding area of specialization,
was initiated in 2001 and has not yet been tested in a difficult
cycle.  Standard & Poor's expects that NAVG's debt-to-capital
ratio will be consistent with the rating.


NEIMAN MARCUS: Fitch Places Issuer Default Rating at B-
-------------------------------------------------------
Fitch Ratings has assigned prospective ratings to the bank
facilities and notes being issued by The Neiman Marcus Group,
Inc.:

    -- Issuer default rating (IDR) 'B-';
    -- $600 million secured revolving credit facility 'BB-/R1';
    -- $1 billion secured term loan facility 'B/R3';
    -- $850 million secured notes 'B/R3';
    -- $750 million senior unsecured notes 'CCC+/R5';
    -- $575 million senior subordinated notes 'CCC/R6'.

Fitch has also assigned a rating of 'B/R3' to NMG's $125 million
of 7.125% debentures due 2028.  The Rating Outlook is Stable.

The ratings reflect the significant increase in leverage expected
with the pending completion of the $5.1 billion buy-out of the
company by Texas Pacific Group and Warburg Pincus.  Following the
buy-out, the company expects to have debt of approximately $3.3
billion, which implies adjusted debt/EBITDAR of 6 times (x)-7x.

The financing for the buy-out, which totals $5.5 billion including
transaction costs and the refinancing of an existing note issue,
includes cash of $825 million, new equity of $1.5 billion, and new
debt of $3.2 billion.  The new debt consists of a $1 billion term
loan facility maturing in 2013, $850 million of new secured notes
maturing in 2013, $750 million of new senior unsecured notes
maturing in 2015, and $575 million of new senior subordinated
notes maturing in 2015.

The term loan facility is secured by a first lien on fixed assets
and a second lien on inventories.  The secured notes are expected
to have the same security package as the term loan.  In addition,
the company has a commitment for a $600 million five-year
revolver, secured by a first lien on inventories and a second lien
on fixed assets.  NMG also has two existing senior unsecured note
issues of $125 million each, expiring in 2008 and 2028.  The
company plans to refinance the 2008 maturity but to keep the
longer dated issue, which will then be equally and ratably secured
with the collateral backing the secured notes.  All debt will be
at the Neiman Marcus Group, Inc. level.

The ratings further reflect NMG's leadership position within the
luxury retail segment and its well regarded management team.
These factors are balanced against the cyclical nature of, and
fashion risk associated with, luxury apparel retailing.

NMG is currently operating at a high level, with strong comparable
store sales increases and robust margin expansion.  NMG had a
strong fiscal 2005 (year ending July 31, 2005) as comparable store
sales were up 9.9% and the EBIT margin expanded to 11.2% from 9.9%
in fiscal 2004.  Looking ahead, while the near-term outlook for
the luxury segment remains solid, Fitch expects NMG's comparable
store sales will gradually moderate from their current high
single-digit pace given increasingly difficult comparisons with
prior-year periods.

NMG is a luxury retailer with 35 Neiman Marcus stores, two
Bergdorf Goodman stores, and 17 clearance centers.  The company
also has a direct business - catalogs and online operations -
under the Neiman Marcus, Horchow, and Bergdorf Goodman names.  In
addition, the company owns a 51% interest in Gurwitch Products,
which markets the Laura Mercier cosmetics line, and 56% of Kate
Spade.


NORTH AMERICAN: Files Amended Plan & Disclosure Statement
---------------------------------------------------------
North American Refractories Company and its affiliated operating
companies, A.P. Green Refractories Company, ANH Refractories
Company and Harbison-Walker Refractories Company, filed their
First Amended Plans of Reorganization with the U.S. Bankruptcy
Court for the Western District of Pennsylvania on Sept. 15, 2005.

The next step in the process is for the Bankruptcy Court to
determine that the Plans meet applicable legal requirements.
Thereafter, the Debtors will solicit votes for the Plans from
interested parties.  The Plans, CEO Guenter Karhut said, provide a
fair and balanced treatment for all interested parties.  Mr.
Karhut says the Debtors look forward to the solicitation and
confirmation process, emerging from Chapter 11 protection and
continuing to be a leading provider of refractory products and
services to their loyal customer base.

As reported in the Troubled Company Reporter on Sept. 15, 2005,
the Debtors asked the Court to extend, until Jan. 31, 2006, the
exclusive period within which they may solicit acceptances for
their proposed Amended Reorganization Plans.

The extension will provide the Debtors the time they need to
finalize the negotiation, revisions, and solicitation of the Plan
that has been agreed to in principle by the major creditor
constituencies.

The Debtor's exclusive period to solicit plan acceptances has been
extended nine times since the Plan was filed on July 31, 2003.

The Debtor sought bankruptcy protection in early 2002 after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to asbestos containing products it
manufactured.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company, was engaged in the manufacture and non-
retail sale of refractory bricks and related products.  The
Company filed for chapter 11 protection on January 4, 2002 (Bankr.
W.D. Pa. Case No. 02-20198).  Paul M. Singer, Esq., of Pittsburgh
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed $27,559,000,000 in assets and
$18,634,000,000 in debts.


NORTHWEST AIRLINES: Common Stock Stops Trading on NASDAQ
--------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) announced that its
common stock stopped trading on the NASDAQ stock market, effective
with the opening of business on September 26, 2005.

Northwest received written notification on September 15,
2005, from NASDAQ that its common stock would be delisted in
accordance with Marketplace Rules 4300, 4450(f) and IM-4300.
Because of the exchange notification, the fifth character "Q"
has been added to the company's trading symbol.  The symbol
changed to NWACQ as of the opening of business on September 19,
2005.  Following delisting from the NASDAQ, shares now trade in
the "over-the-counter" market.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: UST Meeting to Form Committees Friday Morning
-----------------------------------------------------------------
Deirdre A. Martini, the U.S. Trustee for Region 2, will convene
an organizational meeting of Northwest Airlines Corporation and
its debtor-affiliates' largest unsecured creditors on September
30, 2005, at 10:00 a.m.  The meeting will be held at Sheraton New
York Hotel and Towers, at 811 7th Avenue (near 53rd Street), in
New York City.

Brian A. Masumoto, Esq., trial attorney for the U.S. Trustee,
explains that the sole purpose of the meeting will be to form a
committee or committees of unsecured creditors in the Debtors'
cases.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code, Mr. Masumoto emphasizes.

Mr. Masumoto relates that a representative of the Debtors will
attend and provide background information regarding the Chapter
11 petitions.

Creditors who want to serve on the Committee are required to
complete an acceptance form, disclosing information regarding the
creditors' connections or relationships to other U.S. airline
bankruptcy cases.

"The disclosure of any such information and/or relationship will
not necessarily form the basis for disqualification as a proposed
committee member, but may be relevant in determining whether the
creditor can fulfill its fiduciary duties on the Creditors'
Committee" Mr. Masumoto says.

The U.S. Trustee reserves the right to seek Court authorization
for the maintenance of certain information barriers and
restrictions with respect to committee members who serve on more
than one official committee of creditors in the U.S. airline
bankruptcy cases currently pending in federal courts in the
United States, Mr. Masumoto notes.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Adjusts CEO Steenland Employment Agreement
--------------------------------------------------------------
Northwest Airlines, Inc., the principal operating subsidiary of
Northwest Airlines Corporation, entered into a new Management
Compensation Agreement with its president and chief executive
officer, Douglas M. Steenland, on September 14, 2005.

The new agreement largely restates provisions contained in Mr.
Steenland's prior Management Compensation Agreement, including
provisions relating to term, termination, severance and other
benefits.

The company is required to seek Bankruptcy Court approval to
assume the new agreement.

The new agreement contains a one-year non-compete provision that
would prevent Mr. Steenland from leaving the company to join
another commercial airline, according to documents the bankrupt
carrier filed with the Securities and Exchange Commission.

"The Company believes that it is critically important to maintain
the continuity of its management team during these challenging
times and that Mr. Steenland's agreement to the one-year non-
compete provision is one factor in achieving this goal," says
Michael L. Miller, Northwest's vice president, law and secretary.

The new agreement also updates Mr. Steenland's prior Management
Compensation Agreement to reflect Mr. Steenland's election as
president and CEO of NWA Corp. and Northwest Airlines effective
October 1, 2004.  In addition, given the current financial
condition of the company and the airline industry generally, the
prior agreement was revised to include certain provisions
applicable should Northwest file for bankruptcy.

In connection with the pay and benefit reductions implemented for
management employees in 2004, Mr. Steenland's base salary and
incentive compensation were reduced effective December 1, 2004.
The new agreement does not make any changes in Mr. Steenland's
overall level of compensation.  The agreement provides for the
same base salary and the same target level of incentive
compensation that Mr. Steenland was entitled to under his prior
agreement.

The agreement also continues Mr. Steenland's arrangement under
Northwest's Supplemental Executive Retirement Plan on the same
terms and conditions as his current arrangement under that plan.
Mr. Steenland has agreed to participate in future labor cost
reductions imposed by Northwest, including reductions in his base
salary and incentive compensation.

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)


NRG ENERGY: Continues Stock Repurchase Program
----------------------------------------------
On August 11, 2005, NRG Energy, Inc., closed its previously
Disclosed convertible perpetual preferred stock issuance and, in
a related transaction, completed a $250 million accelerated share
repurchase of its common stock, in each case with an affiliate of
Credit Suisse First Boston.

As part of the Preferred Stock Purchase Agreement between NRG and
CSFB, NRG issued and sold $250 million in new 3.625% convertible
perpetual preferred stock to CSFB in a private transaction.
Additional terms agreed by the parties are:

    -- The preferred stock may be settled at the option of either
       party during a 90-day period commencing August 11, 2015.
       Upon settlement, NRG will pay CSFB $250 million in cash
       plus accrued and unpaid dividends, if any, to redeem the
       preferred stock;

    -- If the market value of the underlying NRG common shares
       is in excess of $59.09 (150% of the closing price on
       August 10, 2005), NRG will pay CSFB the net difference in
       cash or shares of NRG common stock;

    -- If the Company's common share price at settlement is
       lower than $39.39, CSFB will pay NRG the net difference in
       cash or shares of NRG common stock; and

    -- Only common shares equal to the value of the security in
       excess of $59.09, may be included in the earnings per
       share dilution calculation, if dilutive.

NRG expects to use the cash proceeds from the preferred stock
issuance to repurchase approximately $229 million of its 8%
second priority senior secured notes at 108% of par which will
bring the total amount of our 8% notes redeemed or repurchased to
$645 million during 2005.  After the redemption, NRG says that it
will have approximately $1.08 billion in aggregate principal
amount of notes outstanding.

NRG expects to complete the redemption of the 8% notes in
September 2005.

"This accelerated share repurchase provides an efficient,
meaningful and immediate return of capital to shareholders while
maintaining, and even enhancing, our capital structure," David
Crane, NRG president and chief executive officer, said.  "While
we expect to be able to reinvest our capital in enhancing our
asset portfolio, this decision to repurchase shares and notes is
a sensible and efficient use of capital at this time."

Issuing the preferred stock gave NRG the capacity, under its debt
instruments, to use existing cash to fund the $250 million
accelerated share repurchase program.  NRG purchased 6,346,788
shares of common stock from CSFB at a price of $39.39 per share.

Under the terms of the accelerated share repurchase agreement
with CSFB, NRG will have fixed its price risk under the agreement
at 97%-103% ($38.21 - $40.57 per share) of the common share price
at execution.  As a result of this transaction, NRG's outstanding
shares have decreased to approximately 80,700,000.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Moody's Investors Service has affirmed all of the debt ratings of
NRG Energy, Inc., (NRG: B1 Corporate Family Rating (formerly known
as Senior Implied Rating) following the Company's announcement to
utilize cash on hand to repurchase $250 million of NRG's common
stock and to use the proceeds of a $250 million privately placed
convertible preferred offering to repurchase a portion of NRG's
8.0% $1.35 billion in second lien secured notes.  Moody's said the
rating outlook is stable.


ON TOP: Gets Court Nod to Employ Thomas Lackey as Local Counsel
---------------------------------------------------------------
The Honorable Paul Mannes of the U.S. Bankruptcy Court for the
District of Maryland gave On Top Communications, LLC, and its
debtor-affiliates permission to employ Thomas L. Lackey, Esq., as
their local bankruptcy counsel.

The Debtors selected Mr. Lackey because of his extensive
experience in representing debtors and creditors in bankruptcy and
other commercial matters.

Mr. Lackey will:

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

   (b) formulate a plan of reorganization and obtaining
       confirmation of that plan;

   (c) prepare and file on behalf of the Debtors all necessary
       applications, motions, orders, reports, adversary
       proceedings and other pleadings and documents;

   (d) appear in Court and protect the interests of the Debtors
       before the Court; and

   (e) perform all other legal services that may be necessary in
       the Debtors' chapter 11 cases.

Mr. Lackey discloses that his Firm received $5,000 retainer.  As
the principal lawyer in the Debtors' cases, he will bill $200 per
hour.  The paraprofessionals will bill $80 to $110 per hour.

The Debtors believe that Thomas L. Lackey, Esq., and his Firm are
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Mr. Lackey's address is:

      Thomas L. Lackey
      4201 Northview Drive, Suite 407
      Bowie, MD 20716

Headquartered in Lanham, Maryland, On Top Communications, LLC, and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The Company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of $10 million to $50 million.


PIPE CREEK: Case Summary & 34 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pipe Creek Transport, Inc.
        7270 South Warren Road
        Warren, Indiana 46792

Bankruptcy Case No.: 05-15201

Type of Business: The Debtor offers trucking services.

Chapter 11 Petition Date: September 27, 2005

Court: Northern District of Indiana (Fort Wayne)

Judge: Robert E. Grant

Debtor's Counsel: Daniel Serban, Esq.
                  1016 Standard Federal Plaza
                  200 East Main Street
                  Fort Wayne, Indiana 46802

Total Assets: $1,220,037

Total Debts:  $1,394,843

Debtor's 34 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Robert L. Alspach                                        $92,758
2090 South Warren Road
Huntington, IN 46750

Ronald Pearson                                           $75,000
5574 N-200 West
Huntington, IN 46750

Internal Revenue Service                                 $65,069
Cincinnati, OH 45999

Internal Revenue Service                                 $65,069
Cincinnati, OH 45999

Larry and Loxie Hite                                     $50,000

Indiana Dept. of Revenue                                 $36,941

Indiana Dept. of Revenue                                 $36,941

Xtra                                                     $30,838

Crazy D's                                                $26,000

First Federal Savings Bank    Value of security:         $21,931
                              $258,680

Zurcher Tires                                            $20,147

G.E. Finance                  Value of security:         $15,000
                              $25,000

G.E. Finance                  Value of security:         $15,000
                              $25,000

Christen and Heather                                      $9,600
Kauffman

Key Equipment Finance                                     $5,457

Darla Kingrey                                             $5,041

Vomac Truck Sales 7 Service                               $4,472

Truck Pro                                                 $4,424

Paschall Truck Lines, Inc.                                $3,543

Mid-States Power and                                      $1,943
Refrigeration

Fort Wayne Truck Center                                   $1,842

J.J Keller & Associates                                   $1,074

Navistar                      Value of security:          $1,012
                              $90,000

American Transport Group                                    $852

Cintas Location #338                                        $676

Interstate Battery of                                       $608
Northeast Indiana

Nendels Motel                                               $516

Fedex                                                       $423

Quality Glass Service                                       $386

United Directories of                                       $350
America

United Directories of                                       $350
America

Transcore                                                   $291

Redimed                                                     $112

Star Press                                                  $159


PROTOCOL SERVICES: Unsecured Creditors May Recover 7.5% of Claims
-----------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates delivered their
Joint Chapter 11 Plan of Reorganization and an accompanying
Disclosure Statement to the U.S. Bankruptcy Court for the Southern
District of California.

                       Mezzanine Notes

In August 2002, the Debtors issued a 13% Series A Senior Secured
Subordinated Noted due 2008 to the Mezzanine A Lenders in the
principal amount of $40,947,514.  The Mezzanine A Notes were
issued in exchange for preexisting 13% Series A Senior Secured
Subordinated Notes due 2007.

Also that same date, the Debtors issued a 30% Series B Senior
Secured Subordinated Notes due 2008 to the Mezzanine B Lenders in
the principal amount of $14,168,869.  These notes were issued in
connection with a transaction in which the Mezzanine B Notes, the
Series Z Redeemable Preferred Stock, and the Series B Warrants
were issued in exchange for the cancellation of certain
preexisting Tranche D Notes for $7,087,739 and cash totaling
$16,250,000.

                        Plan Structure

The Debtors believe that Mezzanine A Lenders and Mezzanine B
Lenders will vote in favor of the Plan.  Also, the Debtors ink a
settlement pact with the Mezzanine lenders which subordinates
their claims to holders of general unsecured claims.  Without
these lenders' consent, general unsecured creditors are in danger
of not recovering anything under the Plan.

The Debtors don't think the Senior Lenders will vote in favor of
confirmation.  However, the Debtors are relying on Section
1129(b)(2)(A) to "cram down" the Senior Lenders objections, if
any.

These creditors assert claims purportedly secured by substantially
all of the Debtors' assets:

         Creditors              Claims
         ---------              ------
         Senior Lenders      $119,403,515
         Mezzanine A          $61,736,530
         Mezzanine B          $34,614,677

The Debtors believe that their estates' enterprise value is in
excess of their major creditors' claims.

Senior lenders will receive in exchange for their claims, New
Senior Tranche A Note and New Senior Tranche B Note.

The Mezzanine A and B lenders' secured claims will be converted
into common equity of Reorganized Protocol.

The Debtors believe that the Mezzanine lenders will agree to
provide general unsecured creditors with beneficial interests in
an Unsecured Creditors Trust which will receive a New Unsecured
Note for $1.2 million, provided that these creditors will vote to
accept the Plan, otherwise, they'll get nothing.  Unsecured
creditors' recovery will be approximately 7.5% if their aggregate
total allowed claim won't exceed $16.2 million.

Old Protocol common stock and other interests will cancelled.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: Gets Court Nod to Use $3.3 Mil. Cash Collateral
------------------------------------------------------------------
The Honorable James W. Meyers of the U.S. Bankruptcy Court for the
Southern District of California gave Protocol Services, Inc., and
its debtor-affiliates permission to access up to $3.3 million of
cash collateral on a final basis.

On Aug. 6, 2002, the Debtors entered into a Fifth Amended and
Restated Credit Agreement with these Senior Lenders:

   -- Canadian Imperial Bank of Commerce, as Administrative Agent,
   -- ING Capital LLC, as syndication agent and co-book runner, &
   -- LaSalle Bank National Association, as documentation agent.

The Credit agreement amounted to $122 million.  As of the petition
date, the Senior Lenders allege that the Debtors are indebted for
$119 million.

The Debtors also issued two notes:

   -- 13.5% Series A Senior Secured Subordinated Notes due 2008
      for $41 million, and

   -- 30% Series B Senior Secured Subordinated Notes due 2008 for
      $14 million.

The Second Lienholders allege that the Debtors are indebted for
$96 million as of the petition date.

The Senior Lenders assert a first priority security interest in
substantially all of the Debtors' personal property and other
assets, including all cash of the Debtors.  The Second Lienholders
assert second priority liens in the prepetition collateral,
including cash.

As adequate protection required under Sections 361(2) and 363(e)
under the U.S. Bankruptcy Code for any diminution in the value of
their collateral, the Debtors will grant the Senior Lenders
replacement liens on all postpetition proceeds and all
postpetition assets, excluding all claims, causes of action and
proceeds arising from avoidance actions and customer deposits.

The Debtors will use the cash collateral to fund its operations,
payroll, and other operating expenses that are necessary to
maintain the value of their estates.

The Debtors are authorized to use the cash collateral so long as
their total disbursements don't exceed 20% of their monthly
budget.

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: Wants Until Nov. 30 to Assume or Reject Leases
-----------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of California for
permission 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 have focused on resolving issues relating to the
bankruptcy cases and have not been able to make a decision with
respect to each unexpired lease.

The Debtors believe that the extension period will allow them to
maximize the value of their assets and avoid the incurrence of
administrative expenses and other claims on their assets.

A list of the Debtors' unexpired nonresidential real property
leases is available for free at:

     http://ResearchArchives.com/t/s?1ea

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


RAVEN MOON: Registers 3.7 Billion Common Shares for Resale
----------------------------------------------------------
Raven Moon Entertainment, Inc., filed a Registration Statement
with the Securities and Exchange Commission to allow the resale of
3,697,766,666 shares of its common stock by these Selling
Shareholders:

   Selling Shareholders                           Common Shares
   --------------------                           -------------
   Gina D, Inc.                                     873,600,000
   MG Studios, Inc.                               2,680,000,000
   David D. Mouery. P.L.                             96,000,000
   Role Entertainment                                48,000,000
   Big Apple Consulting USA, Inc.                       166,666

Of the shares offered, 1.6 billion shares are issuable upon
exercise of options.

The Company will not receive proceeds from the sale of the shares
by the Selling Stockholders.  However, it will receive proceeds
equal to the exercise price, if the options held by the selling
stockholders are exercised.

The Company's common stock is traded on the over-the-counter
bulletin board operated by the National Association of Securities
Dealers, Inc., under the symbol "RVMN".  The Company's common
shares have traded between $0.004 and $0.0125 this month.

                       Going Concern Doubt

At June 30, 2005, the Company has $26,442 in cash, and total
assets of $27,442.  At June 30, 2005 Raven Moon's liabilities
totaled $1,661,290.  These circumstances raise substantial doubt
about the Company's ability to continue as a going concern.  The
Company's ability to continue as a going concern is dependent upon
positive cash flows from operations and ongoing financial support.
Adequate funds may not be available when needed or may not be
available on terms favorable to the Company.  If the Company is
unable to secure sufficient funding, the Company may be unable to
develop or enhance its products and services, take advantage of
business opportunities, respond to competitive pressures or grow
the Company's business in the manner that the Company's management
believes is possible.  This could have a negative effect on the
Company's business, financial condition and results of operations.
Without such support, the Company may not be able to meet its
working capital requirements and accordingly the Company and its
subsidiaries may need to reorganize and seek protection from its
creditors.

Raven Moon Entertainment, Inc. -- http://www.ravenmoon.net/--  
develops and produces children's television programs and videos,
CD music, and Internet websites focused on the entertainment
industry.  Raven Moon talks about music publishing and talent
management on its Web site.  Raven Moon indicates in its latest
quarterly report that it wants to enter the plush toy market too.


RELIANCE GROUP: Court OKs Gage Spencer as Panel's Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Unsecured Creditors' Committee seeks the U.S.
Bankruptcy Court for the Southern District of New York's authority
to retain Gage, Spencer & Fleming, LLP, as its special litigation
counsel, nunc pro tunc to Aug. 25, 2005.

Gage Spencer is a law firm devoted to the litigation of complex
civil and criminal matters.  The firm's practice emphasizes
securities, accounting, employment and white-collar criminal
litigation.  Gage Spencer has tried a wide variety of criminal
offenses, including securities, financial fraud, racketeering and
tax offenses, and is experienced in the use of private
investigators and coordinating civil litigation with state and
federal prosecutors and regulatory agencies.

Gage Spencer will be paid based on an agreed reduced fee
arrangement.  Pursuant to the contingency aspect of the fee
arrangement, Gage Spencer will be paid only 60% of its fees
unless money is recovered, plus 100% of actual expenses.  This
arrangement, Mr. Gulkowitz says, provides Gage Spencer with the
incentive to maximize the dollar amount of recovery, which will
financially benefit the estates.

The firm's hourly rates before discounts are:

        G. Robert Gage, Jr.          $525
        William B. Fleming           $425
        Laura M. Rizzo               $265
        Associates                   $325 - $195
        Legal Assistants             $100 -  $60

The Creditors' Committee has provided Gage Spencer with a
$100,000 retainer, which will be applied against time charges and
disbursements.  Any balance remaining upon termination will be
refunded.  Gage Spencer may retain a forensic accountant or other
expert to assist in the case and to serve as an expert witness at
trial.  The Creditors' Committee is responsible for retaining and
paying any local or specialty counsel.

RGH will first use the funds from any recovery to pay Gage
Spencer the difference between 60% of normal hourly rates and
100% of normal hourly rates from the retention date until the
date of payments, plus any unpaid disbursements.  If the recovery
exceeds the discrepancy between 60% and 100% of hourly rates, a
percentage of the excess will be paid to the firm equal to:

   -- 15% of the next $1,000,000;
   -- 12.5% of the next $4,000,000; and
   -- 10% of any amount over $5,000,000.

Gage Spencer will cap its fees at $1,000,000 if there is no
recovery.

Mr. Gulkowitz tells Judge Gonzalez that these terms are fair and
beneficial to the estate, as the Creditors' Committee is
retaining Gage Spencer on a win/win basis.  If matters are
successfully resolved, Gage Spencer will receive full payment for
its services and has the potential to receive a premium.  If
matters are unsuccessfully resolved, Gage Spencer will only
receive 60% of normal hourly rates, subject to the $1,000,000 cap
that will limit the loss to the estates and creditors.

G. Robert Gage, Jr., a member of the firm, assures the Court that
Gage Spencer is "disinterested" as defined in Sections 101(14)
and 101(31) of the Bankruptcy Code, and as modified by Section
1103.  Gage Spencer does not represent or hold any interest
adverse to RGH or its estate.

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


RIVER CITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River City Plastic, Inc.
        55232 Franklin Drive
        Three Rivers, Michigan 49093

Bankruptcy Case No.: 05-14113

Type of Business: The Debtor manufactures molded plastic
                  products.  See http://www.rcplastic.com/

Chapter 11 Petition Date: September 26, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Robert Bassel, Esq.
                  Kemp Klein
                  201 West Big Beaver, 6th Floor
                  Troy, Michigan 48084
                  Tel: (248) 528-1111
                  Fax: (248) 528-5129

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
   ------                     ---------------       ------------
Poly One                      Trade debt                $415,003
Dept. CH 14046
Palatine, IL 60055-4046

GE Polymerland                Trade debt                $260,075
Polymerland Service Center
P.O. Box 641071
Pittsburg, PA 641071

Lear Kitchener                Trade debt                $244,746
P.O. Box 1354
Detroit, MI 48231

Southco                       Trade debt                $152,313

JLJ Properties, Inc.          Building rent              $89,835

Rocket Expedited Services     Trade debt                 $48,829

TMG, LLC                      Trade debt                 $46,662

Marshall Sales Inc.           Trade debt                 $44,622

Northpointe Plastics Corp.    Trade debt                 $39,949

Uniform Color Company         Trade debt                 $36,840

Vandorn Demag                 Trade debt                 $36,102

Accu Mold                     Trade debt                 $35,743

M. Holland Company            Trade debt                 $35,600

Michael Day Enterprises       Trade debt                 $35,091

Plastic Services of Michigan  Trade debt                 $33,937

Meadwestvaco Corporation      Trade debt                 $32,141

Weber Specialties Company     Trade debt                 $26,604

Tecumseh Corrugated           Trade debt                 $21,287

Peterson Spring-Cima          Trade debt                 $19,942

W.S. Bell Cartage             Trade debt                 $19,225


RUSSELL CORP: Moody's Downgrades Sr. Unsecured Debt Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Russell
Corp.  The rating action reflects the medium term impact on
Russell's financial position of lowered performance guidance for
the seasonally important second half of this year, following an
unexpectedly weak second quarter.  The actions also reflect:

   * potentially longer term margin pressure as a result of
     increased production and distribution costs;

   * a more competitive pricing environment; and

   * lower sales volume to Wal-Mart in 2006.

Wal-Mart, which accounted for over 20% of Russell's 2004 sales,
notified the company that it would replace Russell with another
vendor for its boys apparel.  A failure to replace Wal-Mart would
reduce sales by over 3% and could reduce profit margins as a
result of lower operating leverage.

These ratings were downgraded:

   * Corporate family rating to B1 from Ba3,
   * Senior secured debt rating to Ba3 from Ba2,
   * Senior unsecured debt rating to B2 from B1,

The outlook is stable.

Russell's ratings had been weakly positioned with little cushion
following an anticipated series of debt-financed acquisitions, the
most recent being the acquisition of Brooks in 2004.  As a result,
Russell's debt rose by more than 25% from the end of fiscal year
2002 to $398 million at the end of 2004.  Net cash flow (cash from
operations less capex) was expected to remain fairly stable
through 2005.  Moody's expected that debt metrics would improve as
free cash flow was used to reduce debt and operating margins
stabilized following a series of acquisitions and a five-year plan
to improve production costs.

Russell's margins have been negatively impacted throughout 2004
and into 2005 by pricing pressure.  In the first half of 2005,
margins and top line were further pressured by the cost of meeting
volatile demand for its products.  The company recently announced
that Hurricane Katrina will increase the cost of doing business
because of disruptions to operations, and could result in lost
sales during a key season because of unavailability of product.
In addition, the sustained high cost of oil will increase the cost
of fleece and polyesters in the future.

The new rating levels reflect Russell's anticipated weaker credit
metrics through the near term, as well as the positives of the
company's size and market position.  Free cash flow available to
repay debt is now expected to be negligible this year, and could
remain below 10% of debt balances next year.  Moody's expects debt
to EBITDA to likely remain at or above 2.5 times over the next two
years, and that EBIT to interest will likely be below 2.0 times
for the next twelve months.  Russell has experienced top line and
margin volatility in the past, which is typical of an apparel
manufacturer.

Russell's rating outlook is stable, but the ratings are weakly
positioned.  There is only modest cushion for negative
developments, such as a further sizable revision in earnings
expectations or future damage to customer relationships as a
result of recent problems.  Recent events have the potential to
disrupt relationships with longstanding customers, and effects
could be long term.

An additional risk includes the potential for Russell's costs of
production and delivery to stabilize at levels higher than they
have been in the past.  Ratings could fall if free cash flow to
debt is expected to stay at or below 6% for the medium term, or if
the company has difficulty negotiating covenant relief or maturity
extension for the revolving credit facility which matures in 2007.
Ratings could stabilize or rise if the effects of weather-related
disruptions prove to be short-lived, and if the company can
restore operating profitability above 7% and free cash flow to
debt to 10%.

Russell Corp, headquartered in Atlanta, Georgia, is a major U.S.
manufacturer and distributor of athletic apparel and equipment.
Brands include:

   * American Athletic,
   * Huffy Sports,
   * Brooks, and
   * Spalding.

Revenues were $1.4 billion for the twelve months ended
July 1, 2005.


SAINT VINCENTS: Has Full Access to $100 Million HFG DIP Facility
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to obtain $100 million financing from HFG
Healthco-4 LLC.  The Court also directs the Debtors to immediately
pay the $150,000 balance of the commitment fee to HFG.

The Hon. Prudence Carter Beatty previously gave the Debtors
authority, on an emergency basis, to draw up to $15 million under
the HFG DIP Financing agreement.

As reported in the Troubled Company Reporter, HFG agreed to
provide the Debtors with  up to $100 million of revolving debtor-
in-possession credit.

CMC Physician Services, P.C., CMC Radiological Services P.C., and
CMC Cardiology Services P.C. guarantees repayment of SVCMC's
obligations under the DIP Agreement.

                        Maturity Date

The DIP Facility is scheduled to expire on January 5, 2007.  The
Debtors can elect to terminate the facility on July 5, 2006, by
delivering a notice to that effect by May 5, 2006.  The Debtors
can extend the maturity date to July 5, 2007, by filing a plan of
reorganization acceptable to the DIP Lenders.

                       Interest and Fees

SVCMC will pay interest at a rate of 350 basis points over LIBOR
on every dollar borrowed from the DIP Lenders.  In the event of a
default, the interest rate payable on DIP Loans jumps 2.5%.

SVCMC promises to pay the DIP Lenders a variety of fees as well:

    -- a 0.50% annual Commitment Fee on every dollar not
       borrowed from the DIP Lenders;

    -- a 0.20% monthly Collateral Manager's Fee on every dollar
       borrowed;

    -- a one-time $375,000 Facility Fee;

    -- an additional $125,000 Facility Fee on the date that
       the Borrowing Limit exceeds $75,000,000;

    -- a $250,000 Facility Extension Fee if the facility is
       extended beyond July 5, 2006;

    -- a $250,000 Facility Extension Fee if the facility is
       extended beyond January 7, 2007;

    -- $25,000 quarterly Agent Fees;

    -- a $1,000,000 Exit Fee payable on the Maturity Date (which
       may be credited dollar-for-dollar against new fees payable
       under an exit facility extended by the DIP Lenders).

The DIP Loan is granted superpriority administrative expense
status pursuant to Section 364(c)(1) of the Bankruptcy Code,
subject to the carve-out for professional fees.

Parties-in-interest have until September 30, 2005, to initiate an
action challenging the validity, enforceability, perfection and
priority of the Prepetition Debt, the DIP Agent's security
interest and Liens on the Prepetition Collateral, the Lender Debt
and any Lien or security interest granted.

The Official Committee of Unsecured Creditors has until 60 days
after the entry of an order approving the retention of counsel for
the Committee to commence a Challenging Action.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SANDERS FARMS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sanders Farms
        aka Sanders Grain Farms
        549 West, 800 South
        Burley, Idaho 83318

Bankruptcy Case No.: 05-42338

Chapter 11 Petition Date: September 26, 2005

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, Idaho 83350
                  Tel: (208) 436-4717

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ag Tech, Inc.                 Fertilizer                $225,000
1247 West Main
Burley, ID 83318

G.J. Verti-Line Pumps, Inc.   Parts and repairs          $54,745
P.O. Box 892
Twin Falls, ID 83303-0892

Pioneer Equipment             Parts and repairs          $13,011

Adams Petroleum               Petroleum products         $12,264

Butte Irrigation              Sprinkler parts and        $11,884
                              repairs

Tires West Les Schwab         Tires and repairs           $5,972

Gene's Repair & Irrigation    Equipment parts and         $1,229
                              repairs

Buckhorn Electric             Electrical parts and          $678
                              repairs

A.M.I. Supply                 Parts and repairs             $312

Mini-Cassia Equipment Co.     Equipment parts and           $236
                              repairs


SILICON GRAPHICS: Wants to Save $100 Million Through Restructuring
------------------------------------------------------------------
Silicon Graphics, Inc., approved a restructuring plan and began to
implement a reduction in its workforce with notifications to
affected employees in North America and certain other locations on
Sept. 1, 2005.  The balance of the notifications will follow over
a reasonable period, consistent with business and local legal
requirements in other parts of the world.

In addition to the headcount reductions, the restructuring plan
includes initiatives to reduce expenses in other areas, including
procurement costs for goods and services, consolidation and
reorganization of operations in several locations, focusing
marketing spending on the highest priority activities and benefits
and other spending controls.  The anticipated benefits of this
restructuring plan are expected to be experienced beginning in the
second quarter of fiscal 2006 with increasing benefits over the
fiscal year.

                      AlixPartners on Board

The Company retained the turnaround firm AlixPartners LLC in the
fourth quarter of fiscal 2005, to advise it regarding further
expense reductions, increasing revenue, improving liquidity and
our intentions to initiate restructuring actions in the first
quarter of fiscal 2006.

                 $80 to $100 Million Savings Goal

The goal of the Company's fiscal 2006 restructuring plan is to
achieve $80 to $100 million in annualized cost savings when fully
realized.  The benefits are expected to be reflected in a
combination of lower operating expenses and improved gross
margins.  The Company expects savings from these initiatives to
begin to be realized in the second quarter of fiscal 2006 with
increasing benefits over the remainder of fiscal 2006.
Approximately 60% to 70% of the savings are expected to result
from reductions in the number of employee and contractor positions
with the Company.  The Company currently estimates that the total
costs to be incurred in connection with these restructuring
actions will be less than $20 million, principally relating to
severance benefits.  Substantially all of these costs will require
the outlay of cash, although our severance programs provide
wherever practical for payments to be made over the same period in
which the payroll expenses otherwise would have been incurred,
with the objective of minimizing the acceleration of cash
expenditures.  The Company expects the majority of the
restructuring charges to be reflected in our financial results for
the quarter ending December 30, 2005, and the restructuring to be
largely completed by the end of the fiscal quarter ending March
31, 2006.  Any forecast of operating results is inherently
uncertain, and although the Company will seek to implement these
actions in a manner that does not materially reduce revenue, it is
cannot be certain that it will achieve this objective.

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in
high-performance computing, visualization and storage.  SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc. (SGI), and revised its outlook to negative from developing.
The outlook revision reflects weak revenues and operating
performance in the March 2005 quarter, and limited liquidity.

"The ratings on Silicon Graphics reflect a leveraged financial
profile, declining annual revenues, and negative free operating
cash flow.  While SGI has a good technology position in high-end
computing and graphics solutions, the company has been struggling
to establish revenue stability and profitability in the highly
competitive technical workstation, server and storage markets,"
said Standard & Poor's credit analyst Martha Toll-Reed.  The
company's efforts have been hampered by reduced growth rates in
information technology spending, particularly for high-end
equipment, and a highly competitive industry environment.


SILICON GRAPHICS: Balance Sheet Upside-Down by $191MM by June 24
----------------------------------------------------------------
Silicon Graphics, Inc., delivered its annual report on Form 10-K
for the fiscal year ending June 24, 2005, to the Securities and
Exchange Commission on Sept. 22, 2005.

Total revenue in fiscal 2005 decreased $112 million or 13%
compared with fiscal 2004, and fiscal 2004 revenue decreased
$55 million or 6% compared with fiscal 2003.

Overall gross profit margin declined to 36.3% in fiscal 2005 from
41.5% in fiscal 2004.  Product and other gross profit margin in
fiscal 2005 decreased 6.8 percentage points compared with fiscal
2004.

Total fiscal 2005 operating expenses decreased $53 million or 13%
compared with fiscal 2004.  Fiscal 2005 operating expenses
included $24 million of charges for restructuring and asset
impairment costs.

At June 24, 2005, the Company's unrestricted cash and cash
equivalents and marketable investments totaled $64 million
compared with $157 million at June 25, 2004.

Cash used in the Company's operating activities from continuing
operations increased by $36 million from fiscal 2004 to fiscal
2005, which is primarily due to the Company's revenue decreasing
more rapidly than it was able to adjust its operating expenses.

The Company has incurred net losses and negative cash flows from
operations during each of the past several fiscal years. At
June 24, 2005, the Company's principal sources of liquidity
included unrestricted cash and marketable investments of $64
million, down from $157 million at June 25, 2004.  Currently, its
cash level is inadequate to support its operations and the Company
expects to continue consuming cash from operations in at least the
first half of fiscal 2006.

The Company reported a $76,008,000 net loss on $729,965,000 of net
revenues for the fiscal year ending June 24, 2005.  At June 24,
2005, the Company's balance sheet shows $452,125,000 in total
assets and a $191,188,000 stockholders deficit.

Ernst & Young LLP, the Company's auditor, expressed substantial
doubt on the company's ability to continue as a going concern,
pointing to the Company's:

   * recurring operating losses,
   * negative cash flows, and
   * stockholders' deficit.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?1d5

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in
high-performance computing, visualization and storage.  SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc. (SGI), and revised its outlook to negative from developing.
The outlook revision reflects weak revenues and operating
performance in the March 2005 quarter, and limited liquidity.

"The ratings on Silicon Graphics reflect a leveraged financial
profile, declining annual revenues, and negative free operating
cash flow.  While SGI has a good technology position in high-end
computing and graphics solutions, the company has been struggling
to establish revenue stability and profitability in the highly
competitive technical workstation, server and storage markets,"
said Standard & Poor's credit analyst Martha Toll-Reed.  The
company's efforts have been hampered by reduced growth rates in
information technology spending, particularly for high-end
equipment, and a highly competitive industry environment.


TECHNEGLAS INC: Ohio EPA Wants Chapter 11 Plan Rejected
-------------------------------------------------------
The Ohio Environmental Protection Agency tells the U.S. Bankruptcy
Court for the Southern District of Ohio, Eastern Division, that
the discharge provision discussed in Techneglas, Inc.'s First
Amended Joint Plan of Reorganization is overbroad.

The Agency asserts that the Plan violates 11 U.S.C. Section
1129(a)(1),(2),(3) and 28 U.S.C. Section 959(b).

                      Remediation Issues

On its Amended Disclosure Statement, Techneglas admits that the
Columbus plant used lead, petroleum products and other materials
of environmental concern.

It is unclear to the Environmental Agency if the sale of the
Debtor's real estate assets will generate sufficient fund to meet
all future environmental obligations.

The Plan doesn't state how the Debtor will fund the potential
ground water contamination and decommissioning cost arising from
contamination in the buildings and equipment.

                  28 U.S.C. Sec. 959(b) Violation

Under this section, the Debtor is required to manage and operate
its estate according to the requirements of the laws of the State
of Ohio.

The State mandates the Debtor to cleanup, abate and remediate all
contamination at its Columbus Techneglas Plant.  However, the
Debtor's Plan transfers its remediation responsibility to a real
estate entity.  Also, the Plan provides that after the real estate
entity disposes the Debtor's real estate assets, no one will be
liable for the environmental-related claims channeled to the real
estate firm.

The government contends that this is a clear violation of the
provisions of Section 959(b) of Title 28 of the United States
Code.

The Third Circuit states that a governmental unit may force a
debtor to comply with applicable environmental laws by remedying
an existing hazard.

The terms of the Debtor's Plan prevents the government agency from
commencing an action to enforce an environmental law or to abate a
hazardous situation.

To prevent discharge from its environmental responsibilities, the
Agency urges the Court to reject the Debtor's Plan.

                        About the Plan

The Amended Joint Plan consists of five components.

The first component provides Techneglas with the option of:

   a) creating a single Post Confirmation Entity for liquidating
      through prosecution, settlement or other disposition,
      Claims, Causes of Action, receivables, rights to payment of
      Techneglas, and other non-real estate assets; or

   b) liquidating its non-real estate assets directly through
      Reorganized Techneglas.  The Post Confirmation Entity or
      Reorganized Techneglas will fund distributions to all
      Techneglas Non-NEG Creditors.

The second component provides for the establishment of NEG
Distribution NewCo, which will be created in the discretion of
Techneglas as an ongoing business, wholly owned by NEG, created on
the Effective Date that will:

  a) receive the Distribution Assets, and

  b) except as otherwise provided in the Plan, receive all of the
     assets that remain in the Reorganized Techneglas or Post
     Confirmation Entity, including any residual assets from the
     Real Estate Entity, following distributions to Techneglas
     Non-NEG Creditors; provided, however, in the event that
     there are no assets that are Distribution Assets, all assets
     that would otherwise be distributed to NEG Distribution
     NewCo will be distributed to NEG.

The third component is the creation of a Real Estate Entity, to
which Techneglas will transfer, for use and disposition, real
estate assets that have not sold as of the Effective Date and that
may potentially be subject to environmental liability and certain
ther assets sufficient to manage that real estate pending its
sale.

The fourth and fifth components are the continuation of the
businesses of NEG Ohio and NEG America, as Reorganized NEG Ohio
and Reorganized NEG America, which will fund distributions to
all NEG Ohio Creditors and NEG America Creditors, respectively.

                Treatment of Claims and Interests
                      for Techneglas Inc.

Secured Claims, Other Priority Claims and Union Priority Claims
will be paid in full after the Effective Date.  PBGC Claims will
be paid after the Effective Date, a distribution of Cash amounting
to 100% of $34,530,000 minus any amounts received by the PBCG or
contributed to the Hourly Plan pursuant to any Court order entered
prior to the Distribution Date.

Other Unsecured Claims will be paid:

  1) 63.5% of the amount of their Allowed Claims; plus

  2) 3.5% of the Allowed Claim, if the Plan is confirmed
     prior to Sept. 15, 2005 or if there is a Court order entered
     prior to Sept. 15, 2005, in the Techneglas chapter 11 case
     that has not been stayed, authorizing the contribution of
     $17 million into the Hourly Plan or the payment of that
     amount to the PBGC; plus

  3) if the total amount of Other Unsecured Claim Allowed Claims
     is less than $23,630,000; the difference between $23,630,000
     and the total amount of Other Unsecured Claim Allowed
     Claims, multiplied by the percentage of the dollar amount of
     Other Unsecured Allowed Claims held by Third Party
     Claimants, multiplied by 63.5% if the condition of
     subparagraph (2) has not been satisfied, and 67% if that
     condition has been satisfied.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TOWER AUTOMOTIVE: Inks Settlement Agreement With UNOVA Industrial
-----------------------------------------------------------------
In May 2002, Tower Automotive Inc. and its debtor-affiliates filed
a complaint against UNOVA Industrial Automation Systems, Inc., and
its corporate parent, UNOVA, Inc., in the Circuit Court of Kent
County, Michigan.  The Debtors asserted damages for IAS' breach of
contract, breach of warranty, promissory estoppel, and fraud, in
connection with a $45 million commercial agreement between the
Debtors and IAS for the turnkey design, manufacture, and
installation of an automated assembly line system at the Debtors'
manufacturing facility in Corydon, Indiana, for the production of
vehicle frames for the Ford Explorer.

In the Complaint, the Debtors alleged that IAS:

   -- had certain binding legal obligations as to the Corydon
      Assembly Line, particularly with respect to the
      installation and utilization of certain robotic material
      handling services and specialized welding operations
      systems;

   -- was obligated to produce the Corydon Assembly Line in
      compliance with certain capacity specifications and output
      capabilities consistent with the Debtors' operating
      schedules of six days per week, and 20 hours per day;

   -- caused them to (x) incur significant additional expenses
      associated with IAS' attempts to re-work the Corydon
      Assembly Line and (y) expend additional labor hours in
      connection with operating the line to meet their customers'
      requirements for the U-152 Frames;

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that the Debtors demanded approximately $50 million in
damages from excess labor costs and related overhead, and an
additional $6 million in necessary capital improvements and
related expenses for improving and supplementing the Corydon
Assembly Line's production.  "IAS denied (and continues to deny)
these allegations and has vigorously defended against them."

IAS has filed a counterclaim against the Debtors for $2 million
alleging unpaid services related to the Corydon Assembly Line.

                 Litigation & Settlement Process

The Kent County Action was set for trial on September 13, 2005,
and was anticipated to last approximately three months.  In
August 2005, less than one month prior to the scheduled trial
date, IAS filed an interlocutory appeal with the Michigan Court
of Appeals seeking a stay of the Kent County Action pending an
appeal of a partial summary judgment order issued by the trial
court in favor of the Debtors regarding the terms and conditions
of the agreement with IAS.

During the pre-trial period, the parties participated in court-
ordered mediation conferences on July 29, 2005, and August 5,
2005, each of which lasted several hours  Although settlement
offers were exchanged on both occasions, the parties did not
resolve the dispute.  The trial court then ordered a settlement
conference among the parties' respective chief executive officers
and lead trial counsel.  This settlement conference occurred on
August 31, 2005.  After approximately seven hours of
negotiations, a settlement agreement was reached in principle and
placed upon the record.  The terms and conditions of the
settlement are embodied in the Settlement Agreement..

The salient terms of the Settlement Agreement are:

   (1) IAS and UNOVA agree to, jointly and severally, pay
       $13,500,000 to the Debtors no later than 11 days following
       the date on which the Court enters a final, non-appealable
       order approving the Settlement Agreement;

   (2) Each party agrees to execute and file all pleadings
       necessary to effect a dismissal with prejudice and without
       costs of all claims and counterclaims in the Kent County
       Action;

   (3) All documents and information generated or exchanged by
       the parties in connection with the formation and
       implementation of the Settlement Agreement will remain
       confidential information, which must not be used for any
       purpose other than fulfilling or enforcing the terms of
       the Settlement Agreement; and

   (4) the parties execute mutual releases.

"The Settlement Agreement resolves all of the outstanding claims
between the Debtors, IAS and UNOVA arising from or relating to
the Corydon Assembly Line without the need for furtherance of
costly and time-consuming negotiations and additional uncertain
litigation," Mr. Sathy tells Judge Gropper.  "Absent
authorization to enter into the Settlement Agreement, the Debtors
and IAS and UNOVA would continue to proceed along a litigious and
time-consuming path with respect to the disputes at issue."

The Official Committee of Unsecured Creditors does not object to
the approval of the Settlement Agreement, Mr. Sathy adds.

                      Varnum Contingency Fee

The Debtors intend to pay a contingency fee to the law firm of
Varnum, Riddering, Schmidt & Howlett LLP in consideration for the
firm's services as trial counsel in the Kent County Action.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to approve the Settlement Agreement and
Varnum's Contingency Fee.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Two Utility Companies Press for Deposits
----------------------------------------------------------
As previously reported, Tower Automotive Inc. and its debtor-
affiliates claim that American Electric Power and DTE Energy
Company are adequately protected because their financial condition
has continuously improved.

Contrary to the Debtors assertion, the two utility companies tell
the U.S. Bankruptcy Court for the Southern District of New York
that their financial state has not remained stable since their
bankruptcy filing.

Thomas R. Slome, Esq., at Scarcella Rosen & Slome LLP, in
Uniondale, New York, on behalf of American Electric Power and DTE
Energy Company, notes that the Debtors have incurred net losses of
over $301 million since the Petition Date and their disbursements
of $1.33 billion greatly exceed their $1.042 billion in revenue.

"Although the Debtors have availability under their DIP Facility
it has been substantially reduced as a result of their continued
post-petition losses," Mr. Slome points out.  "As of July 31,
2005, the availability had been reduced to $194,714,000
($530,286,000 in DIP borrowings as of July 31, 2005).  With the
Debtors' monthly expenditures ranging from $144,415,404 (February
2005) to $285,699,491 (June 2005), the $194,714,000 in
availability provides the Utilities with very little cushion,
especially if the DIP Lender revokes the financing."

According to Mr. Slome, the Debtors must provide adequate
assurance of payment to American Electric and DTE for the
postpetition utility services they have rendered to the Debtors
because:

   (a) as set forth in the Debtors' Monthly Operating Reports
       from February through July 2005, the Debtors have incurred
       total disbursements of over $1.33 billion, with an
       aggregate net loss of over $301 million since the Petition
       Date;

   (b) as of July 31, 2005, the Debtors availability under their
       DIP Facility was only $194,714,000, which appears to be
       significantly less than their monthly expenses, plus
       applicable carve-out for professionals;

   (c) all of the Debtors' assets and proceeds are secured by
       first and superpriority security interests and liens;

   (d) during the postpetition period, the Debtors have shown a
       preference to favor certain "critical vendors," certain
       high-level employees and professionals, including the
       Debtors' counsel, to the detriment of their other
       postpetition creditors;

   (e) the Debtors have reduced their postpetition letter of
       credit availability by providing Entergy Mississippi,
       Inc., with adequate assurance of payment in the form of an
       $82,842 letter of credit;

   (f) the Debtors belong to a group of auto suppliers who are
       experiencing pressure from auto manufacturers that are
       demanding lower prices to offset incentives and other
       costs in a highly competitive market;

   (g) with higher prices for materials like steel contributing
       to the Debtors' seeking bankruptcy protection, the Debtors
       and other suppliers are hurt because they have no way to
       pass their costs to their customers, coupled with a drop
       in automaker production volumes;

   (h) Tower is among the medium-size auto suppliers -- between
       $500 million and $2 billion in annual revenues -- that
       filed for bankruptcy in the last five years, and experts
       predict that the universe of auto suppliers will contract
       significantly in the next decade, resulting in an industry
       in which domestic automakers rely less on U.S.-based parts
       suppliers and more on overseas companies that will be able
       to deliver products more cheaply.

American Electric and DTE ask the Court to compel the Debtors to
provide them with adequate assurance in the form of semi-monthly
advance payments.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRAINER WORTHAM: Fitch Affirms BB Rating on $16 Mil. Pref. Shares
-----------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by Trainer
Wortham First Republic CBO III, Ltd.  These affirmations are the
result of Fitch's review process, and are effective immediately:

     -- $195,000,000 class A-1 notes at 'AAA';
     -- $60,750,000 class A-2 notes at 'AAA';
     -- $9,000,000 class B notes at 'AA';
     -- $8,000,000 class C notes at 'A';
     -- $13,651,023 class D notes at 'BBB';
     -- $16,000,000 preference shares at 'BB'.

Trainer Wortham III is a collateralized bond obligation managed by
Trainer Wortham & Company, Inc., which closed Feb. 19, 2003.  The
notes issued by Trainer Wortham III are supported by a portfolio
composed of 75% residential mortgage-backed securities, 5%
commercial mortgage-backed securities, 3% asset-backed securities,
3% corporate debt, and 5% collateralized debt obligations.

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.  As a result of this analysis, Fitch has determined
that the current ratings assigned to all classes of notes still
reflect the current risk to noteholders.

Since the last rating action on Aug. 20, 2004, Trainer Wortham III
has sold two distressed securities at significant losses but has
maintained coverage levels and improved the weighted average
spread and coupon of the portfolio.  Over that time period, the
class A/B and class D overcollateralization ratios have remained
nearly unchanged at 111.5% and 103.1%, respectively, and are both
in compliance with their triggers of 103.5% and 101.75%, as of the
Aug. 15, 2005, note valuation report.  The weighted average spread
of the portfolio increased to 2.77% from 2.25% at the last review,
bringing it back into compliance with its trigger of 2.45%.
Similarly, the weighted average coupon of the portfolio increased
to 6.57% from 6.37%, and is currently above its trigger of 6.45%.

While Trainer Wortham III currently has no defaulted assets in its
portfolio, it does hold two manufactured housing securities that
could pose a credit concern.  In addition, the deal is currently
holding approximately $30.4 million in principal cash, which the
manager plans to reinvest in additional collateral prior to the
end of the reinvestment period on Feb. 19, 2006.  For purposes of
cash flow modeling, Fitch assumed a minimal level of recovery for
each of the distressed assets and created various scenarios for
the treatment of the cash balance.  During simulations, the deal
was able to withstand these stresses at its current ratings.

Trainer Wortham III has several structural features, which Fitch
believes will aid the deal's future performance.  During the
reinvestment period, there is an additional collateral coverage
test, which if activated, would divert interest proceeds towards
the purchase of new collateral.  Also during the reinvestment
period, the distributions to equity are limited to a 20% dividend
yield and any excess interest proceeds are then used to redeem the
class D notes.  To date, approximately $1.6 million has been
applied to redeem the class D notes through this mechanism.

The ratings of the class A-1, A-2, and B notes address 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 C and class D 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 preference shares addresses the likelihood that investors
will ultimately receive the stated balance of principal by the
legal final maturity date.

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 Fitch's web site
at http://www.fitchratings.com/


UAL CORP: Contrarian Funds Buys Air Serv's $450,000 Claim
---------------------------------------------------------
Certain trade creditors assigned six claims to Contrarian Funds,
Revenue Management, Inc., and Newstart Factors:

Transferor          Transferee          Claim No.   Claim Amount
----------          ----------          ---------   ------------
Air Serv            Contrarian Funds      29945         $452,874

Advanced Ground
Systems Engineer    Newstart Factors    unspecified       50,312

J Frank Associates  Revenue Management    10063          $22,500

Premier Catering    Revenue Management  unspecified       69,097

Sky Caterers        Revenue Management  unspecified      106,715

Skytronics          Revenue Management  unspecified       42,228

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USA MOTOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: USA Motor Express, Inc.
             4050 Helton Drive
             Florence, Alabama 35630

Bankruptcy Case No.: 05-85110

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      USA NationaLease, Inc.                     05-85111

Type of Business: The Debtor is a service truckload
                  and expediter carrier.  See
                  http://www.usamotorex.com/

Chapter 11 Petition Date: September 26, 2005

Court: Northern District of Alabama (Decatur)

Debtors' Counsel: Garland C. Hall, III, Esq.
                  Chenault, Hammond & Hall
                  P.O. Box 1906
                  Decatur, Alabama 35602
                  Tel: (256) 353-7031

                              Total Assets        Total Debts
                              ------------        -----------
USA Motor Express, Inc.       Not provided        $500,000 to
                                                  $1 Million

USA NationaLease, Inc.        Not provided        Not provided


List of 20 Largest Unsecured Creditors of:

      -- USA Motor Express, Inc.
      -- USA NatinaLease, Inc.

   Entity                                      Claim Amount
   ------                                      ------------
   J&P Trucking                                     $81,450
   c/o Corporate Billing
   P.O. box 2219
   Decatur, AL 356029

   Southern Freight Inc.                            $73,150
   99 University Avenue
   Atlanta, GA 30315

   United States Trustee                            $48,079
   Internal Revenue Service
   P.O. Box 105421
   Atlanta, GA 30348-5421

   Arthur J. Gallagher & Co.                        $44,955

   David K. Wilson                                  $39,865

   Communications                                   $36,271

   Rocky Top Carriers                               $34,300

   Multimedia Advertising                           $32,102

   A.I. Credit Corp.                                $31,827

   Tidwell Dewitt LLC                               $25,316

   Kottke Trucking Inc.                             $21,575

   LogicGroup                                       $20,900

   Trucking                                         $17,450

   CEF 2002 LLC                                     $17,159

   Premier Distribution                             $15,400

   American Marazzi Tile                            $14,743

   BNSF Logistices                                  $14,600

   Michael Short Trucking                           $13,715

   Twin City trailer Sales                          $11,241

   Ashe & Wright PC                                  $9,762


US AIRWAYS: Completes Merger With America West Airlines
-------------------------------------------------------
US Airways Group, Inc., (NYSE: LCC), effective yesterday, has
finalized its transaction enabling America West and US Airways to
begin operating as one carrier -- US Airways.  Customers should
continue to book directly with US Airways or America West as they
did before the merger.  The airlines' Web sites -
http://www.americawest.com/and http://www.usairways.com/-- will
operate separately in the short term, as well as the two airlines'
reservations systems.

The new US Airways, which began trading yesterday on the New York
Stock Exchange under the LCC symbol, represents the nation's
largest full-service, low-cost, low-fare airline.  Company
officials and representatives from the airline's labor groups join
US Airways Chairman, President and CEO Doug Parker at yesterday's
opening bell ceremony at the New York Stock Exchange.

"Today we start a new chapter in aviation history," said Mr.
Parker.  "The new US Airways combines our airlines' proud heritage
with our employees' passionate commitment to provide our customers
with friendly service and low fares.  This is a great day for the
employees of America West and US Airways as well as for the people
in the hundreds of communities we serve."

Benefits of the America West/US Airways merger include:

   -- US Airways will continue to operate hubs in Charlotte, N.C.,
      Phoenix and Philadelphia, with secondary hub/focus cities in
      Las Vegas, Pittsburgh, Boston, New York (LaGuardia) and
      Washington (Ronald Reagan National Airport).  In addition,
      two wholly owned subsidiaries operating as US Airways
      Express will continue to provide additional service to an
      expansive network.

   -- Extensive Dividend Miles frequent flyer program with the
      ability to earn and redeem miles for travel in destinations
      throughout the globe.  Reciprocal frequent flyer benefits
      will begin on Oct. 5, 2005.

   -- First class cabins on both domestic and international
      flights, with advance seating assignments and in-flight
      amenities that include audio and video entertainment
      selections.

   -- Hourly US Airways Shuttle service between Boston, New York
      and Washington.

   -- Participation in the Star Alliance, the first truly global
      airline alliance comprising 16 of the world's most prominent
      airlines.  Overall, the Star member carriers offer more than
      15,000 daily flights to 795 destinations in 139 countries.
      Star Alliance benefits will be phased in over the next six
      months.

   -- 17 US Airways Clubs, providing a quiet and comfortable place
      to work or relax with personal travel assistance from
      professional Club representatives.

   -- Financial strength with more than $2.5 billion in restricted
      and unrestricted cash.

   -- Nearly 38,000 employees dedicated to service excellence.

"We are confident that the enthusiasm and professionalism of our
employees, combined with the experienced leadership team we have
selected to run the new airline will give us greater financial
stability and competitive strength in the marketplace," continued
Mr. Parker. "Our business model will enable us to compete
aggressively with any airline, legacy or low-cost, in terms of
reliability, amenities and affordability."

While the merged airline will operate under the US Airways name,
America West and US Airways will maintain separate operating
certificates for approximately two to three years.  Once FAA
(Federal Aviation Administration) approvals have been granted, the
two airlines' operating certificates will be combined onto one.

America West Airlines initiated service in 1983 with three
aircraft and 280 employees.  America West grew rapidly, and by
1990, was the first airline formed since industry deregulation to
achieve major-airline status.  America West served 94 destinations
across the U.S., Mexico, Canada and Costa Rica with more than 900
daily departures.

US Airways began operations in 1939 as All American Aviation,
bringing the first airmail service to many small communities in
Western Pennsylvania and the Ohio Valley.  Its history includes
mergers with North Carolina's Piedmont Airlines, California's PSA
Airlines, and now Arizona's America West Airlines.  Prior to the
merger, US Airways operated approximately 3,300 daily flights to
183 communities in the U.S., Europe, Canada, Mexico and the
Caribbean.

US Airways and America West have joined together to create the
fifth largest domestic airline employing nearly 38,000 aviation
professionals.  US Airways, US Airways Shuttle and the US Airways
Express operate approximately 4,000 flights per day and serve more
than 225 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.

US Airways is a member of the Star Alliance, which was established
in 1997 as the first truly global airline alliance to offer
customers global reach and a smooth travel experience.  The other
members are Air Canada, Air New Zealand, ANA, Asiana Airlines,
Austrian, bmi, LOT Polish Airlines, Lufthansa, Scandinavian
Airlines, Singapore Airlines, Spanair, TAP Portugal, Thai Airways
International, United and VARIG Brazilian Airlines.  South African
Airways and SWISS will be integrated during the course of the next
12 months.  Overall, the member carriers offer more than 15,000
daily flights to 795 destinations in 139 countries.

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.


WESTPOINT STEVENS: Motion to Dismiss Chapter 11 Cases Draws Fire
----------------------------------------------------------------
As reported in the Troubled Company Reporter on August 16, 2005,
WestPoint Stevens, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of New York to dismiss their
chapter 11 cases.

The Debtors inform the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.  The Debtors believe that a chapter 7 conversion
is not advisable because it will increase administrative cost to
the estate and require the appointment of a chapter 7 trustee.

                            Objections

(1) Second Lien Agent and Funds

Asserting that their estates are administratively insolvent with
no hope or prospect of reorganization, the Debtors sought to
dismiss their Chapter 11 cases to prevent any additional losses
and incurrence of expenses.  While GSC Partners, Pequot Capital
Management, Inc., and Perry Principals LLC -- the Funds -- do not
challenge the solvency of the Debtors' estates, they believe that
dismissal at this juncture is premature and is not in the best
interest of all parties.

Gordon Z. Novod, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, points out that there is at least one active major
litigation in the Court -- the adequate protection escrow
litigation -- and a number of other litigations that are active or
potentially could come before the Court.  The Court may be
required to review and consider several factual and legal issues,
including new issues not previously decided on, as a result of
these litigations.  Accordingly, the Motion should be, at minimum,
adjourned for a reasonable period of time until the docket in the
Debtors' bankruptcy cases becomes reasonably clearer.

Moreover, Wilmington Trust Company, as Second Lien Agent, and the
Funds believe that the various claims identified in the Dismissal
Motion as rendering their estates administratively insolvent are,
in essence, "sunk costs" that will remain the same or increase
only modestly before the appeals process is completed.  In the
meantime, Mr. Novod suggests that the Debtors can progress toward
recovery on the Excluded Assets and Avoidance Actions, which have
about $6.2 million in aggregate value.

Mr. Novod explains that though the Debtors' remaining assets have
relatively small value in comparison to the alleged aggregate
administrative expenses, there is no rational justification for
abandoning that value, which is sufficient at least to fund
Chapter 7 expenses and conceivably make a distribution on the
substantial superpriority administrative expenses accrued in these
cases.

If the Dismissal Motion goes forward, the Second Lien Agent and
the Funds ask the Court to converting the Debtors' cases to
Chapter 7 to permit the Debtors to continue to pursue recovery on
the Excess Assets and Avoidance Actions.

(2) San Marcos City

The City of San Marcos and San Marcos CISD, assert that if the
Debtors' Chapter 11 cases are to be dismissed, all jurisdiction
over the payment of tax claims should and must revert to the state
courts of appropriate jurisdiction under applicable non-bankruptcy
law.  The Taxing Authorities want this clarification to be
included in any dismissal order entered by the Court.

The Taxing Authorities believe that the Debtors want to be
relieved of their obligations and duties, which move would be
inherent in concluding the bankruptcy processes while obtaining
all of the rights and benefits which they would be allowed if the
processes were brought to finality.  The Taxing Authorities say
that they have endured the delays to payment of their claims by
virtue of the Debtors' bankruptcy cases, and should not be forced
to adjudicate issues related to their claims in a foreign forum,
particularly if the debtor is dismissed from the Court's
jurisdiction.

(3) PBGC

As statutory trustee of the Pension Plans, Pension Benefit
Guaranty Corporation is authorized to pursue the claims and rights
of those plans.  Joan Segal, Esq., in Washington, D.C., explains
that the Pension Plans' claims may include causes of action under
Title I of ERISA for violations of its fiduciary standard of care.
A pension plan's fiduciaries are personally liable for any losses
that the pension plan suffers from violations of the prescribed
standard of care.

At this stage of processing the Pension Plans, Ms. Segal relates
that the PBGC is not aware that there has been any fiduciary
breach associated with the Pension Plans.  Yet, the PBGC's ability
to recover any amounts rightfully due the Pension Plans from non-
debtors should not be extinguished by an order dismissing the
Debtors' Chapter 11 proceedings.

Ms. Segal notes that the Dismissal Motion includes a far-reaching
"Injunctive Relief" section that could operate to relieve a non-
debtor fiduciary of the Pension Plans from liability imposed by
ERISA for the protection of the Pension Plans.

In the Dismissal Motion, the Debtors have supported their request
for a permanent injunction by asserting that "the success of the
Debtors' sale process could not have been achieved if not for the
substantial efforts of the Exculpated Parties. . . ."  The
Debtors further stated that it would be "inequitable to subject
the . . . [Exculpated Parties] to continued exposure after their
substantial efforts contributed to the successful sale of the
Debtors' businesses."  However, Ms. Segal observes, the Debtors do
not suggest that anything unique has been contributed by the
Exculpated Parties.  The Exculpated Parties presumably did their
jobs with respect to furthering the sale, but that is a far cry
from the extraordinary situation required by the law to justify
non-debtor releases, Ms. Segal contends.

Moreover, Ms. Segal asserts that it is unlikely that the PBGC, a
substantial creditor of the Debtors, will receive any benefit from
the "successful sale."  The PBGC is statutorily obligated to pay
benefits to over 30,000 participants in the Pension Plans, which
are significantly under-funded.  The PBGC will pay benefits to the
Pension Plans' participants using about $260,000,000 of its own
funds.

According to Ms. Segal, although the PBGC has filed claims in the
Debtors' Chapter 11 proceedings, it will probably not receive any
distribution.  It is difficult to see how the anticipated outcome
of the Debtors' Chapter 11 cases can be characterized as a
success.  Ms. Segal argues that to permit the injunction against
non-debtors would not only be contrary to bankruptcy law, but it
also has the potential of effecting a serious inequity against
creditors like the PBGC.  Creditors may be precluded from seeking
recoveries to which they are entitled by law.

"The Debtors' Motion glosses over the fact that an integral
principle of bankruptcy law is that the discharge of debts
available to debtors is the result of a confirmed plan of
reorganization that provides for the reorganized debtor to
continue in business postconfirmation," Ms. Segal says.  "The
injunction sought by the Debtors is identical in its effect to a
discharge, but it carries with it none of the protections of a
plan of reorganization that has been subject to the voting and
confirmation process.  [The] Debtors identify no legal basis for
granting a discharge in a dismissed Chapter 11 case."

Therefore, the PBGC asks the Court to deny the Dismissal Motion to
the extent that it precludes it from pursuing its statutory right
and obligation to pursue recovery on behalf of the Pension Plans
against non-debtor parties.

(4) 1st Lien Agent

Beal Bank, S.S.B., in its capacity as Successor First Lien Agent
and Collateral Trustee, objects to the Dismissal Motion,
specifically these broad and sweeping "Other Relief" requests:

     (i) rejection of unassumed executory contracts and leases;

    (ii) abandonment of property as burdensome or of little
         value;

   (iii) payment of professional fees and wind-down costs;

    (iv) termination of employee benefit and retirement plans;

     (v) filing of final tax returns and dissolution of corporate
         entity;

    (vi) dismissal of avoidance actions; and

   (vii) broad injunctive relief to third parties.

"Simply stated, the Debtors have not met their burden of proof to
establish that 'cause' exists under Section 1112(b) of the
Bankruptcy Code to allow the Dismissal Motion," Gregory G. Hesse,
Esq., at Jenkens & Gilchrist, in Dallas, Texas, says.

Mr. Hesse argues that dismissing of the Debtors' Chapter 11 cases
would not be in the best interest of their creditors and the
estate.  By application of Section 1112(b) of the Bankruptcy
Code, the Debtors' cases are not a candidate for dismissal where
"cause" has not been established and the "best interest of
creditors" test is not met.

Furthermore, Mr. Hesse maintains that the Debtors' request for
modification of the effects of dismissal is exceedingly overbroad.
In addition, the Court should refrain from dismissing the Debtors'
Chapter 11 cases where a large amount of property remains to be
administered.

Ms. Hesse notes that the proposed injunctions as to would-be
Exculpated Parties are without precedent in the absence of a
confirmed plan.  Also, the Debtors have not filed an adversary
proceeding and have chosen to request injunctive relief outside
the context of a plan.  Mr. Hesse says the Debtors' proposed
dismissal order would eviscerate the "bothersome" portions of
Section 349 of the Bankruptcy Code and impermissibly expand the
grant of power in Section 105 of the Bankruptcy Code.

(5) Aretex

While Aretex LLC, WestPoint International, Inc., and WestPoint
Home, Inc., do not object in principle to the dismissal of the
Debtors' administratively insolvent cases, they have not yet been
provided a draft of the proposed dismissal order and want to
confirm that the following items are being addressed to their
reasonable satisfaction:

   -- Continuing jurisdiction of the Bankruptcy Court to enforce
      and interpret its orders, especially the July 8, 2005, sale
      order and other sale related matters;

   -- The resolution and disbursement of the adequate protection
      escrow, which Aretex has either a 52% interest in, as a
      holder of the Second Lien Debt, or a 40% interest, as a
      holder of the First Lien Debt;

   -- Sale or collection of the excluded assets, including the
      European proceeds, and their appropriate application to
      secured claims;

   -- Dismissal or other disposition of the adversary proceeding
      brought by the Steering Committee against Aretex and the
      Second Lien Agent and the pending motions to dismiss the
      complaint with prejudice; and

   -- WestPoint Home, Inc., acquired all of the Debtors'
      reversionary interest in the approximately $1 million held
      in escrow pursuant to the Key Employee Retention program.
      The applicable escrow agreement provides that the escrow is
      to be returned to the Debtors -- now to Purchaser -- unless
      a Chapter 11 plan is confirmed by December 31, 2006.  Given
      that with dismissal of the Debtors' cases that a
      confirmation clearly will not occur, the dismissal order
      should provide and immediately direct the escrow agent to
      release such funds to Purchaser concurrently with the
      dismissal order.

(6) Steering Committee

Contrarian Funds, LLC, Satellite Senior Income Fund, LLC, CP
Capital Investments, LLC, Wayland Distressed Opportunities Fund
I-B, LLC, and Wayland Distressed Opportunities Fund I-C, LLC,
agree with the First Lien Agent and the Second Lien Agent that the
Dismissal Motion is premature because numerous legal issues remain
unresolved and the outcome could affect the distribution of the
estate's remaining assets.  The Steering Committee also believes
that the requests by various professionals retained by the Debtors
and the Creditors Committee for payment of holdback amounts from
the Carve-Out or otherwise is also premature as there may be
secured claims that attach to the property remaining in the
estate.

Sidney P. Levinson, Esq., at Hennigan, Bennett & Dorman LLP, in
New York, argues that the requests are also premature, in large
part, because the District Court has not yet decided the Steering
Committee's appeal of the Sale Order.  If the District Court
ultimately affirms the Sale Order in its entirety, the Steering
Committee's interest in the Debtors' cases may be confined to its
pending motion for payment of attorney's fees incurred in the
Debtors' Chapter 11 cases.  On the other hand, if the District
Court reverses the Sale Order, the Steering Committee may have
secured claims collaterized by a substantial portion of the
estate's remaining assets.

The Steering Committee believes that no meaningful prejudice will
result from deferring a ruling until after the District Court
issues its opinions.

(7) Various Plaintiffs

Debra McConnell, Angela Davidson and Horace Willis each have a
pending lawsuit against the Debtors for various types of
employment discrimination.

Ann C. Robertson, Esq., at Wiggins, Childs, Quinn & Pantazis,
LLC, in Birmingham, Alabama, notes that it is unclear whether the
Dismissal Motion seeks -- without confirming a plan -- to enjoin
the Plaintiffs from pursuing their Lawsuits and having their
claims adjudicated in front of a jury as is their right.

The Plaintiffs have no objection to an injunction against claims
arising solely from the administration of the Chapter 11 cases or
from the sale, Ms. Robertson clarifies.  However, if the
Dismissal Motion seeks a broader injunction, the arguments made by
the Debtors to enter an injunction against those Lawsuits might be
appropriate in the context of a proposed plan.  Ms. Robertson
observes that the Dismissal Motion, at times, seems to suggest
that what the Debtors have accomplished is equivalent to a
confirmation of a plan.  However, Ms. Robertson notes that nothing
in the law or in the equities would make a broader injunction
appropriate.

(8) HSBC Objects

HSBC Bank U.S.A., National Association, objects to the Debtors'
request to dismiss their Chapter 11 cases to the extent it seeks
the:

   (a) dismissal of avoidance actions, without providing a basis
       for the Debtors' conclusory statement that they expect to
       recover only $2.3 million in actions seeking to recover in
       excess of $41 million;

   (b) entry of an Order granting, in essence, a general release
       to the Debtors and others; and

   (c) entry of an Order authorizing the destruction of the
       majority of the Debtors' records.

HSBC currently wants the Debtors to pay its administrative expense
claim against them.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILLIAMS COS: Inks $700-Mil Credit Pacts with Citicorp & Citibank
-----------------------------------------------------------------
The Williams Companies, Inc., entered into:

   * a $500 million Five Year Credit Agreement, and
   * a $200 million Five Year Credit Agreement,

with Citicorp USA, Inc., as the initial issuing bank and initial
lender, and Citibank, N.A., as agent.

The Credit Agreements provide for both borrowings and issuances of
letters of credit, but the Company expects to utilize the Credit
Agreements primarily for issuances of letters of credit.  Williams
is required to pay fixed facility fees at a rate of 2.025% on the
total committed amount of the $500 Million Credit Agreement and
2.00% on the total committed amount of the $200 Million Credit
Agreement.  In addition, Williams will pay interest on any
borrowings (including unreimbursed draws under letters of credit)
under the Credit Agreements at either:

   * a floating base rate equal to the higher of:

     (a) Citibank, N.A.'s publicly announced base rate; or
     (b) 50 basis points above the federal funds rate; or

   * a floating LIBOR rate.

Upon the occurrence of an event of default under a Credit
Agreement or certain other events, Citicorp USA, Inc., as the
initial lender, can deliver the Credit Agreement to the
institutional investors to which Citicorp USA, Inc., has
syndicated its associated credit risk under the Credit Agreements,
whereby the institutional investors will replace Citicorp USA,
Inc. as lender under the Credit Agreement.  Upon such occurrence,
the Company will continue to pay the fixed facility fees it was
previously obligated to pay and will also pay the institutional
investors interest at these rates per annum:

   * on any borrowings under the $500 Million Credit Agreement, a
     fixed rate of 4.35%; and

   * on any borrowings under the $200 Million Credit Agreement, a
     floating LIBOR rate.

The Credit Agreements contain covenants that restrict the
Company's ability to incur liens or merge, consolidate, or sell
substantially all of its assets.

Any borrowings under the Credit Agreements are to be repaid by the
Company on the earlier of October 1, 2010, and the date on which
Citibank, N.A., as agent, declares any such borrowings to be
accelerated as a result of an event of default under the relevant
credit agreement.  Events of default under the Credit Agreements
include:

   -- the Company's failure to pay any principal of any borrowing
      under the Credit Agreements when it becomes due or the
      Company's failure to pay any interest or other amounts due
      under the Credit Agreements within 30 days after it becomes
      due and payable;

   -- the Company's failure to comply with the restriction on its
      ability to incur liens or merge, consolidate, or sell
      substantially all of its assets or the Company's failure for
      60 days after notice to observe any other term, covenant, or
      agreement contained in the Credit Agreements;

   -- the Company's failure to pay final judgments aggregating in
      excess of $100 million, which judgments are not paid,
      discharged, or stayed for a period of 60 days; and

   -- certain bankruptcy related events.

The Williams' Companies, Inc. -- http://www.williams.com/--  
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  The company also manages a
wholesale power business.  Williams' operations are concentrated
in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern
California and Eastern Seaboard.

A full-text copy of the $500 Million Five-Year Credit Agreement is
available for free at http://ResearchArchives.com/t/s?1e2

A full-text copy of the $200 Million Five-Year Credit Agreement is
available for free at http://ResearchArchives.com/t/s?1e3

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos., Inc., Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.

The rating reflects the credit quality of The Williams Cos., Inc.,
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as seller under the subparticipation agreement
and account bank under the certificate of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WORLDCOM INC: Asks Court to Reject William Brown's Class Claim
--------------------------------------------------------------
On Jan. 20, 2003, William J. Brown filed Claim No. 15494, a
purported class proof of claim, seeking recovery "in excess of
$100,000,000" on behalf of a putative class of MCI customers who
allegedly were improperly assessed a $10 per month charge by the
Debtors.

Timothy W. Walsh, Esq., at DLA Piper Rudnick Gray Cary US, LLP, in
New York, contends that Claim No. 15949 mimics allegations
previously made in a civil action pending against MCI, Inc., in
the United States District Court for the Central District of
California.

"Mr. Brown never moved to certify the putative class in the
federal district court, and no motion for class certification has
been filed in the 31 months that the Claim has been pending," Mr.
Walsh argues.

Mr. Brown has also made no meaningful effort to move the case
forward, at least in the past year, Mr. Walsh adds.

Mr. Walsh notes that Mr. Brown's Claim suggests that MCI
erroneously billed certain customers a $10 monthly fee where the
"account did not have a phone line assigned."  Mr. Brown seeks
relief under Federal Communications Act for the supposed
overcharges.

The Debtors ask the Court to disallow and expunge Claim No.
15494.

Mr. Walsh states that for a class action to proceed in bankruptcy:

   -- a court must direct Rule 23 of the Federal Rules of Civil
      Procedure to apply;

   -- the claim must satisfy the requirements of Rule 23; and

   -- the benefits generally supporting class certification must
      be realizable in the bankruptcy.

Mr. Walsh contends that Mr. Brown has not met the procedural
requirements.

Thus, the Court should use its discretion to deny class status to
Mr. Brown's claim pursuant to Rule 7023 of the Federal Rules of
Bankruptcy Procedure, Mr. Walsh asserts.

In addition, Mr. Walsh points out that neither Mr. Brown nor his
counsel can qualify as authorized agents pursuant to Bankruptcy
Rule 3001(b).  Furthermore, even assuming arguendo that they could
be considered authorized agents, both have failed to file a
verified statement to comply with the requirements of Bankruptcy
Rule 2019(a), Mr. Walsh avers.

The Debtors believe that the face value of Mr. Brown's individual
claim is worth approximately $10.

"Allowing Brown to transform his potential $10 claim into a
massive $100 million class claim would be a wholly inappropriate
use of the class action mechanism under Rule 7023," Mr. Walsh
maintains.

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


WORLD HEALTH: Warns of Possible Bankruptcy Due to Financial Woes
----------------------------------------------------------------
World Health Alternatives, Inc., may file for bankruptcy
protection after a California shareholder dropped plans to buy the
troubled medical staffing company, Kathy Robertson and Kris Mamula
of MSNBC.com reported Sunday.

Eric Allison, a multimillionaire who sold Pulse Healthcare
Staffing to World Health for more than $16 million last year,
offered to buy back the Company but received no response to his
two offers made early this month.  He told Ms. Robertson and Ms.
Mamula that he has abandoned plans to buy part of World Health, or
raise money to keep it afloat in the short term.

                     Palisades Default

The Company is currently in default of a $4 million bridge loan
from Palisades Master Fund LLP, which bears an 18% interest and
was due and payable on Aug. 31, 2005.  In addition, the Company
received a $2,000,000 cash infusion from Palisades on Aug. 24,
2005, which the Company was unable to repay.

                Convertible Notes in Default

On Sept. 19, 2005, the Company received a notice of default under
its Convertible Debentures and related warrants to purchase common
stock from Bristol Investment Fund, Ltd., due to alleged breaches
by the Company of the terms of the Debenture and Purchase
Agreement between the Company and Bristol.  Bristol demanded a
$6.29 million payment under the Debentures plus interest and any
costs of collection.

The Company has withdrawn its previously disclosed offer for a
standstill agreement with Palisades and Bristol.

Due to the Company's liquidity situation, the Company has engaged
separate bankruptcy counsel to advise the Company on all of its
options.

                    Forbearance Agreement

The Company and certain of its subsidiaries entered into an
Amended and Restated Forbearance and Modification Agreement, dated
as of Sept. 15, 2005, with CapitalSource Finance LLC.
CapitalSource is the lender under the Company's Revolving Credit
Agreement dated as of Feb. 14, 2005.

Pursuant to the Revised Forbearance Agreement, CapitalSource has
agreed until Dec. 15, 2005, to forbear exercising its rights and
remedies under the Credit Agreement arising from the Company's
prior noncompliance with certain terms of the Credit Agreement.
The Revised Forbearance Agreement requires the Company to abide by
the terms of the Credit Agreement and to satisfy additional
requirements set forth in the Revised Forbearance Agreement.
The Company may request a 30-day extension to the Revised
Forbearance Agreement, if on Dec. 15, 2005, the Company is in full
compliance with the Revised Forbearance Agreement and otherwise
satisfies the additional requirements set forth in the Revised
Forbearance Agreement.

A full-text copy of the Amended and Restated Forbearance Agreement
is available at no charge at http://ResearchArchives.com/t/s?1e5

                   Class Action Suits

The Company faces three purported class action suits in the United
States District Court for the Western District of Pennsylvania.
The lawsuits alleged that the Company:

   -- made irregular reports to its lenders, resulting in excess
      funding which may have resulted in breaches of its financing
      agreements;

   -- had underpaid certain tax liabilities; and

   -- had not properly reported and/or accounted for all of its
      outstanding shares.

                    Executive Changes

On Aug. 16, 2005, the Company disclosed the resignation of Richard
E. McDonald as its President and Chief Executive Officer due to
family and health reasons.  Three days later, on Aug. 19, 2005,
the Company said it expected to restate its prior financial
statements, that an independent investigation had been commenced,
and that it had terminated its engagement with Daszkal Bolton LLP,
its outside auditors.

The Company has retained Alvarez & Marsal LLC early this month to
work closely with the Company's board of directors and management
team to evaluate the business plan and strategic capital structure
of the organization.  In light with this engagement, John Sercu
has resumed his prior position of Chief Operating Officer
effective Sept. 15, 2005.

Scott Phillips, an A&M managing director, has been named chief
restructuring officer.  In addition, Dr. David Friend, an A&M
managing director with an extensive background as a physician
executive, has been named an executive officer.  The A&M team will
be responsible for reviewing and strengthening, where necessary,
the company's infrastructure, with a primary focus on banking and
financial areas.

Headquartered in Pittsburgh, Pa., World Health Alternatives, Inc.
(OTCBB:WHAIE) -- http://www.whstaff.com/-- is a premier medical
staffing company that provides medical, professional and
administrative staffing services to the healthcare industry.
The Company places its experienced personnel on a project,
temporary, permanent, or temporary-to-permanent basis.  These
options allow clients to control the expenses associated with new
staff while also giving them the unique opportunity to evaluate a
candidate's performance essentially risk-free.  The Company
provides services from locations in Birmingham, Ala., Mobile,
Ala., Roseville, Calif., Boca Raton, Fla., Sanford, Fla., Atlanta,
Ga., Danvers, Mass., Morrisville, N.C., Nashua, N.H., Cincinnati,
Ohio, Cleveland, Ohio, Portland, Ore., Murray, Utah, Bellevue,
Wash., and Seattle, Wash.


* Juan Manuel Trujillo Joins Sheppard Mullin as NY Finance Partner
------------------------------------------------------------------
Juan Manuel Trujillo has joined the New York office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Finance &
Bankruptcy practice group.  Mr. Trujillo, most recently with
Gibson, Dunn & Crutcher in New York, specializes in international,
cross-border and corporate transactions and foreign investment.

James J. McGuire, managing partner of the firm's New York office,
said, "We are delighted to have Juan join the firm.  He will
strengthen our finance practice firmwide and extend the firm's
Hispanic/Latino Business group to a national platform."

"I am excited at the prospect of joining Sheppard Mullin, with its
growing finance practice in the New York office and dedication to
a firmwide Latin business specialization," commented Mr. Trujillo.

Mr. Trujillo brings project, structured, cross-border and general
finance experience.  He has participated in the areas of power and
infrastructure with different clients throughout Latin America,
with a focus on Mexico, Brazil and Argentina.  Mr. Trujillo has
represented clients from the water, power generation, gas
transportation and airport industries before commercial lenders,
multi-lateral agencies and multiple governmental agencies.

Additionally, Mr. Trujillo has distressed debt and restructuring
experience in the United States and in emerging markets, including
the representation of institutional creditors and investors in
connection with restructuring proceedings.  He has represented the
National Law Center for Inter-American Free Trade as a permanent
member of the United Nations Commission on International Trade Law
in the UNCITRAL's model law on security interests project and as
part of the working group of advisors on security interests to the
Office of Legal Advisor of the Department of State.  Mr.
Trujillo's corporate practice includes extensive experience in M&A
transactions and in joint-ventures throughout Latin America and
the United States.

Mr. Trujillo received his law degree from Instituto Tecnologico y
de Estudios Superiores de Monterrey (Monterrey, Mexico) in 1993
where he was ranked first in his class.  In 1994, Mr. Trujillo
received the "Mexico's Top Students" award from the President of
Mexico.  In 1995, he received his LL.M. degree in International
Trade Law from the University of Arizona.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with 435 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax/Employee Benefits/Trusts & Estates; and White Collar Defense.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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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