TCR_Public/050929.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Thursday, September 29, 2005, Vol. 9, No. 231

                          Headlines

ABILITIES IN MOTION: Case Summary & 20 Largest Unsecured Creditors
ACE AVIATION: Completes Investment in US Airways-America West
ACTIVANT SOLUTIONS: Moody's Junks $40 Million Sr. Unsecured Notes
AGUSTIN COVAS: Case Summary & 6 Largest Unsecured Creditors
ADELPHIA COMMS: Files Third Amended Reorganization Plan

ADELPHIA COMMS: Rigases' Gets Court OK to Advance Defense Costs
ADELPHIA COMMS: Class Plaintiffs Want Separate Plan Class Created
ADELPHIA COMMS: Boies Schiller Resigns as Special Counsel
AMERICA WEST: US Airways Merger Cues S&P to Retain Negative Watch
AMERICAN COMMERCIAL: Planned IPO Cues S&P's CreditWatch Placement

AMSCAN HOLDINGS: Moody's Reviews $430 Million Debts' Low-B Ratings
AMSCAN HOLDINGS: Party City Purchase Cues S&P's Negative Watch
AMY RUTH: Case Summary & 25 Largest Unsecured Creditors
ARMSTRONG WORLD: Extending DIP Facility Maturity to Dec. 8, 2006
ANCHOR GLASS: BNY Wants Final Order for $125MM DIP Loan Modified

ANCHOR GLASS: Taps AP Services as Crisis Manager
ANCHOR GLASS: Ordinary Course Professional Engagements Draw Fire
ARLINGTON HOSPITALITY: Taps Grant Thornton for Tax Services
ARLINGTON HOSPITALITY: Trustee Picks 3-Member Creditors Committee
ARLINGTON HOSPITALITY: Section 341(a) Meeting Slated for Oct. 6

ASARCO LLC: Can Pay Six Critical Vendors Up to $3,767,575
ASARCO LLC: Gets Court Nod to Assume Smithco Agreement
ASARCO LLC: Wants Trumbull Group as Claims & Noticing Agent
ATA AIRLINES: Inks Seventh Amendment to Southwest Credit Pact
BEAZER HOMES: Exchanging $350M Senior Notes for Registered Bonds

BOYDS COLLECTION: Receives NYSE Non-Compliance Notice
BROADBAND OFFICE: Judge Sleet Confirms Amended Liquidating Plan
CATHOLIC CHURCH: No Bar Date Extension for Six Portland Claimants
CERVANTES ORCHARDS: Court Approves Gilbert Orchards Financing Pact
CHARTER COMMS: 81% of Noteholders Accept Private Debt Swap

CHASE MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
CHESAPEAKE ENERGY: S&P Lifts Ratings to BB & Put on Watch Positive
CITIZENS COMMS: Fitch Affirms BB Rating on Senior Unsecured Debt
COLLATERALIZED SYNTHETIC: S&P Junks Jr. Mezzanine Class Rating
CRAWFORD DOOR: Voluntary Chapter 11 Case Summary

CRYSTAL CASCADES: Case Summary & 20 Largest Unsecured Creditors
CYCLELOGIC INC: Court Delays Entry of Final Decree to Dec. 23
DAP HOLDING: Hermanus Touw Files Sec. 304 Petition in S.D.N.Y.
DELPHI CORP: Continues Restructuring Talks with General Motors
DELTA AIR: Court Okays Payment of Prepetition Fuel Obligations

DELTA AIR: Court Okays Payment of Foreign Vendors' Claims
DELTA AIR: Look for Bankruptcy Schedules on November 28
DELTA PETROLEUM: S&P Holds B- Rating on Senior Unsecured Debt
DIRECTVIEW INC: Registers 1.53 Billion Common Shares for Resale
DRUGMAX INC: Raises $51.1 Million in Private Equity Placement

ENESCO GROUP: Unveils Plan to Improve Operating Performance
ENRON CORP: Wants Court to Okay JPMorgan Syndicated L/C Accord
ENRON: Wants Court Nod on Alliance, et al., Settlement Pacts
FEDERAL-MOGUL: Court Amends $9.4B Asbestos Estimation Opinion
FLOW INT'L: Tardy 10-Q Filing Prompts Nasdaq Delisting Notice

FRIEDMAN'S INC: Bankruptcy Court Approves Disclosure Statement
FRONTIER INSURANCE: Court Approves Graves & Satterlee Retentions
HAO QUANG: Hires Richard H. Gins as Bankruptcy Counsel
HEATING OIL: Gets CCAA Order Recognizing U.S. Bankr. Proceedings
HEILIG-MEYERS: Inks Settlement Pact With Master Trust & Wachovia

HOME DIRECTOR: Case Summary & 39 Largest Unsecured Creditors
HORNBECK OFFSHORE: S&P Puts BB- Rating After Debt Placement Notice
INEX PHARMACEUTICALS: Stark Files Bankruptcy Petition in BC Court
INTERSTATE BAKERIES: Creditors Sell 185 Claims Totaling $31.5 Mil.
JACOBS INDUSTRIES: Hires Charles Taunt as Bankruptcy Attorney

KAISER ALUMINUM: Wants Modified PBGC Settlement Agreement Approved
KOEN BOOK: Selling Book Titles to Baker & Taylor for $4 Million
LANDRY'S RESTAURANTS: Completes Acquisition of Golden Nugget
LSP-KENDALL: S&P Rates Proposed $412 Million Senior Loan at B
MCDERMOTT INT'L: S&P Junks J. Ray McDermott's Credit Rating

MEDICALCV INC: Susan L. Critzer Named as Chairperson of the Board
MEDICAL TECHNOLOGY: Court Sets Dec. 13 as Claims Bar Date
MEDICAL TECHNOLOGY: Wants King & Spalding as Patent Counsel
MEDICAL TECHNOLOGY: U.S. Trustee Unable to Organize Committee
MD BEAUTY: Moody's Affirms $146 Mil. Sec. Facility' Rating at B3

MIRANT: Treatment of Claims & Interests Under 2nd Amended Plan
MIRANT CORP: Financial Projections Underpinning 2nd Amended Plan
MIRANT CORP: Liquidation Analysis Under 2nd Amended Plan
MORSE BROTHERS: Case Summary & 20 Largest Unsecured Creditors
NOMURA ASSET: Fitch Lifts $35.1 Mil. of Certs. 4 Notches to BBB+

NORTHWEST AIRLINES: MLT Paying Prepetition Employee Obligations
NORTHWEST AIRLINES: Honoring Prepetition Customer Obligations
NORTHWEST AIRLINES: Paying Travel, Tour & Cargo Agency Claims
NUTRAQUEST INC: Wants Removal Period Stretched to April 11, 2006
OLENTANGY COMMERCE: Court Dismisses Chapter 11 Case

OWENS & MINOR: S&P Upgrades Subordinated Debt Rating to BB+
PHARMACEUTICAL FORMULATIONS: Completes 363 Sale to Leiner Health
PROTOCOL SERVICES: U.S. Trustee Names 3-Member Creditors' Panel
PROTOCOL SERVICES: Court Approves Key Employee Retention Plan
PROTOCOL SERVICES: Senior Lenders Want Board Replaced

RANK PLC: Fitch Holds BB+ Rating on Senior Unsecured Debt
RAVEN MOON: Registers 80 Million Shares for Stock Offering
REGIONAL DIAGNOSTICS: Plan-Filing Period Intact Until Oct. 19
RELIANCE GROUP: Judge Gonzalez Says Okay to SEC Settlement Offer
RITE AID: Elects Three Individuals to Board of Directors

ROOMLINX INC: Michael Wasik Joins Board of Directors
SAINT VINCENTS: Court Approves DASNY DIP Loan
SAINT VINCENTS: Court Grants Interim OK on $35 Mil. Commerce Loan
SHC INC: Court Okays Settlement Agreement with PBGC
SHC INC: Administrator Has Until Oct. 25 to Object to Claims

SHC INC: Objections to Enlarge Removal Period Must be Filed Today
SIERRA PACIFIC: Moody's Ups Sr. Unsec. Debt & Issuer Ratings to B1
SPIEGEL INC: Trust Agrees to Pay $500,000 to Ill. Dept. of Revenue
STERLING FINANCIAL: Adjusts 3rd Quarter Earnings Guidance Downward
TASER INTERNATIONAL: SEC's Informal Inquiry Now a Formal Probe

TECHNEGLAS INC: Wants Court to Approve Air Products Stipulation
TECHNEGLAS INC: Wants Court to Approve Stipulation with BOC Gases
THERMOVIEW INDUSTRIES: Taps Seiller Handmaker as Chap. 11 Counsel
THREE-FIVE: Names Russell Silvestri & Lyron Bentovim to Board
TOWER AUTOMOTIVE: Has Until Jan. 27 to File Chapter 11 Plan

TOWER AUTOMOTIVE: Lease Decision Period Intact Until March 31
TRANSPORT INDUSTRIES: S&P Holds Corporate Credit Rating at B+
URANIUM RESOURCES: Registers 109 Million Common Shares for Resale
US AIRWAYS: Pricing $125 Million Private Debt Placement
US AIRWAYS: America West Merger Prompts S&P's B- Credit Rating

US AIRWAYS: Chapter 11 Emergence Prompts S&P to Withdraw D Rating
VALENTIS INC: Ernst & Young Raises Going Concern Doubt
VARIG: Foreign Reps Ask For 60-Day Extension of Prelim Injunction
VENTURE CDO: S&P Affirms BB Rating on Class D Notes
WASHINGTON COUNTY: S&P Rates Proposed $110 Mil. Senior Loan at B

WCI STEEL: Noteholders Say Disclosure Statement is Inadequate
WCI STEEL: Panel Wants More Info About Debtor's Second Plan
WCI STEEL: Inks $4.3 Million Insurance Financing Deal With AICCO
WEX PHARMACEUTICALS: Reduces Headcount by 35% to Cut Costs
WOLVERINE TUBE: Moody's Junks $235 Million Senior Notes' Ratings

WOMEN FIRST: Trustee Wants Until Nov. 15 to Object to Claims
WORLDCOM INC: Moves for Summary Judgment on S. Victa's Claims

* Salem Katsh Leads Kasowitz Benson's New IP Practice
* Steve Maupin Joins Alvarez & Marsal as Managing Director

                          *********

ABILITIES IN MOTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Abilities in Motion, Inc.
        275 Seventh Avenue, 18th Floor
        New York, New York 10001

Bankruptcy Case No.: 05-18942

Type of Business: The Debtor provides a variety of health related
                  services to people afflicted with physical
                  disabilities, including psychological
                  assessments, day care, custodial care
                  instruction and job coaching.

Chapter 11 Petition Date: September 28, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  Finkel Goldstein Rosenbloom & Nash, LLP
                  26 Broadway, Suite 711
                  New York, New York 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Total Assets:   $126,501

Total Debts:  $1,432,376

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Anthem BCBS                                 $46,269
   P.O. Box 778
   Lewiston, ME 04243-0778

   Consortium for Workers Education            $42,841
   272 7th Avenue, 18th Floor
   New York, NY 10001

   Met Life                                    $17,404
   P.O Box 804466
   Kansas City, MO 64180-4466

   Brown Vidal & Weinraub, LLC                 $15,295

   Goldstein & DiGioia, LLP                    $10,774

   Lyone Financial Services                     $7,500

   Chase Bank                                   $6,455

   Minolta Business Solutions                   $5,584

   Quill                                        $4,288

   American International Companies             $3,803

   Matrix Capital Bank Trust Services           $3,801

   Hartcourt, Inc.                              $2,707

   State Insurance Fund                         $2,401

   G. Paul Telecommunications                   $2,346

   Cigna Healthcare New York                    $2,278

   M & F Auto Body, Inc.                        $2,180

   Paychex                                      $1,800

   Granoff, Walker & Forlenza                   $1,414

   The Hartford Insurance                       $1,148

   Christopher E. Finger, Esq.                  $1,000


ACE AVIATION: Completes Investment in US Airways-America West
-------------------------------------------------------------
ACE Aviation Holdings Inc. has completed its planned US$75 million
(C$87 million) investment in the merged US Airways-America West
entity in conjunction with US Airways' successful exit from US
bankruptcy proceedings.

Robert Milton, ACE Chairman, President and CEO will serve as a
director on the Board of US Airways Group Inc. solidifying a
planned partnership with the merged entity.  The ACE investment
represents approximately 7% of the new US Airways' equity.

"This is an important transaction with great strategic
significance for ACE and we look forward to working with Doug
Parker's management team going forward," said Mr. Milton.  "The
new US Airways is now the fifth largest carrier in the US and
their extended network further strengthens Star Alliance's
position as the world's leading airline alliance."

Significant progress has been made to date on finalizing
agreements for maintenance, repair and overhaul (MRO) work to be
outsourced to Air Canada Technical Services (ACTS) and specific
work has already been assigned to ACTS for the heavy maintenance
of US Airways' Airbus A330 fleet to commence October 2, 2005.
Discussions are also continuing relating to ACTS performing an
extensive range of aircraft maintenance and overhaul work on the
new US Airways' combined fleet of 361 aircraft which includes
Boeing 737, 757 and 767 aircraft as well as Airbus A319, A320 and
A321 models.

"As US Airways moves forward post emergence, we expect to see an
acceleration of, and increasing growth in, the work that ACTS does
for the new carrier," said William Zoeller, President and CEO of
ACTS.  "At this stage final contracts have not been completed, but
ACTS expects the commercial relationship to be a significant and
profitable segment of its business going forward."

In addition to the opportunities for MRO work for ACTS, the
attractiveness of the investment for ACE has been bolstered by
groundhandling, code share and facility agreements. "We are
particularly pleased at the cost savings achieved through airport
synergies as well as the revenue opportunities identified in
network synergies.  I am confident we can expand on the trust and
confidence that has prevailed to date," said Mr. Milton.

ACE Aviation is the parent holding company of Air Canada and ACE's
other subsidiaries.  Air Canada is Canada's largest domestic and
international full-service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP. (Air Canada
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ACTIVANT SOLUTIONS: Moody's Junks $40 Million Sr. Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Activant Solutions Inc. to B2 from B1 while confirming ratings
of B2 on existing outstanding debt.  Concurrently, Moody's
confirmed a B2 rating to Activant's incremental debt of
$140 million senior unsecured notes due 2010, issued to finance
its acquisition of Prophet 21, Inc. and assigned Caa1 rating to a
$40 million PIK notes issued by Activant Solutions Holdings Inc.
This concludes the review commenced on Aug. 18, 2005 by Moody's
upon the announcement of Activant's proposed acquisition of
Prophet 21.

This rating has been assigned to the new issue:

   * Caa1 to $40 million senior unsecured notes due 2011 (new
     issue) issued by Holdings

This rating has been revised down:

   * Corporate Family Rating to B2 from B1

These ratings have been confirmed:

   * B2 to $157 million (face value) senior unsecured notes
     due 2011

   * B2 to $140 million incremental senior unsecured notes (total
     260 million) due 2010

The ratings outlook is Stable.

The corporate family rating downgrade reflects:

   1) the heightened financial leverage of 4.8x on a consolidated
      basis due to the recent debt financed acquisitions;

   2) increasing business risk associated with integrations as the
      company makes the second major acquisition in a span of
      6 months; and

   3) the heightened competitive pressure in the management
      software industry with the on-going industry consolidations
      and the increasing importance of scale.

The B2 corporate family rating continues to be supported by:

   1) Activant's leadership positions, partly through
      acquisitions, in its key vertical markets;

   2) solid operating metrics including maintenance contract
      renewal rates; and

   3) the expectation that Activant will continue to generate free
      cash flow.

Activant's consolidated financial leverage has increased from 2.5x
to 4.8x over the past 6 months due to two debt financed
acquisitions: Speedware in June of 2005 (total consideration of
$105 million) and the current acquisition of Prophet 21 for a
total consideration of $215 million.  Although these two
acquisitions are intended to help accomplish Activant's strategic
goals of achieving leadership positions in the two of its four
vertical markets (lumber and wholesale, respectively), the
financial metrics have gone beyond the tolerance level of the
previous corporate family rating of B1.  Cash interest coverage,
as a result of the latest Prophet 21 acquisition is expected to
narrow to 2.2x pro-forma.

Activant's business risk related to integrations has also
increased due to its pace of sizable acquisitions over a span
of 6 months.  Prophet 21, the latest acquisition, itself is a
"roll-up" with 7 acquisitions of its own over the past 2.5 years.
However, it appears that Activant's integration of Speedware, the
earlier acquisition, is on track with insignificant customer
attritions.  Successful integrations as partly evidenced in
customer retention and revenue growth is a critical rating
consideration going forward.

A key factor supporting the B2 rating is the expectation that
Activant will continue to generate free cash flow.  With a pro
forma EBITDA of over $90 million, free cash flow is expected to
stabilize above $20 million or about 5% of its total indebtedness.

Activant's senior notes are rated B2 due to its pro forma capital
structure whereby senior unsecured debt occupies the preponderance
of the capital structure.  The two notch difference on the
Holdings' $40 million PIK notes (rated Caa1) reflects structural
subordination of the PIK notes.  Moody's notes that under the
current restricted payment covenant, Activant is allowed to
upstream up to $80 million to Holdings.  Moody's further notes
that Holdings is allowed to upstream about $40 million to its
shareholders under a similar restricted payment test, creating a
potential cash leakage for existing creditors.

A further factor supporting Activant's B2 rating and a stable
outlook is its strong positions in the four verticals of its
focus and a diversified client base.  Pro forma of the
acquisitions, Activant will have over 13,000 customers and
leadership positions in all of its four verticals.  Activant is
also somewhat unique in that it is not a "pure" ERP provider as
some of the bigger ERP competitors.  It provides total solutions
including hardware/system installations to SMB customers, some of
which are without any IT capability, in addition to the
traditional software licensing and maintenance services.  The
nature of its customer base and Activant's "ground-up" business
approach may prove to be a differentiating factor in the changing
competitive landscape. Net of the loss of a major customer earlier
this year in the auto aftermarket sector, renewal rates for both
legacy Activant and Prophet 21 are solid, in the mid 90%.

The rating outlook is stable.  Ratings can be negatively impacted
with one or combination of further weakening leverage and coverage
ratios and evidence of integration issues with deteriorating
operating metrics.  A future de-leveraging event and/or meaningful
improvement in operations are factors solidifying or positively
influencing Activant's ratings.

Activant Solutions Inc is based in Austin, Texas.  It provides
business management solutions serving small and medium sized
companies in four primary vertical markets:

   * automotive parts aftermarket,
   * hardware and home center,
   * lumber and building materials, and
   * wholesale distribution.

For the latest twelve months ending June 30, 2005, the company
generated $259 million in revenues and approximately $63 million
in EBITDA.

Prophet 21, based in Yardley, Pennsylvania, develops technology
solutions and services for the wholesale distribution vertical
market that are designed to help distributors with sales and
customer service.  Prophet 21 does not publish its financial
information.


AGUSTIN COVAS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Agustin Lopez Covas
        P.O. Box 428
        Humacao, Puerto Rico 00791

Bankruptcy Case No.: 05-09383

Chapter 11 Petition Date: September 26, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  PMB 241 3071 Alejandrino Avenue
                  Guaynabo, Puerto Rico 00969-7035
                  Tel: (787) 708-0333

Estimated Assets: $1 Million to $10 Million

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

Debtor's 6 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Banco Popular de PR                             $111,057
P.O. Box 70354
San Juan, PR

Rivera Mu¤oz Rosa                                $22,000
c/o Department of Labor
Edifio Prudencio
505 Mo¤oz Rivera Avenue
San Juan, PR 00919

Banco Popular de PR                              $12,500
Bankruptcy Department
P.O. Box 366818
San Juan, PR

Benjamin Placeres                                 $6,000

Citibank - Visa                                   $2,500

JC Penney                                           $400


ADELPHIA COMMS: Files Third Amended Reorganization Plan
-------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) filed a third
amended plan of reorganization with the U.S. Bankruptcy Court for
the Southern District of New York, together with the related
amended disclosure statement.

The filing represents continued progress toward a definitive
outcome of the Adelphia bankruptcy case.  It is expected that a
disclosure hearing will commence in October, followed by creditor
balloting and a confirmation hearing to approve a final plan of
reorganization.

"Over the past several months, we have worked closely with the
relevant constituents to balance their respective interests in an
effort to achieve the most value for the bankruptcy estate," said
Bill Schleyer, chairman and CEO of Adelphia.  "We are pleased to
keep the process moving ahead toward ultimate resolution."

The Company expects that significant negotiations will continue
regarding the terms of the proposed plan of reorganization and
disclosure statement as the constituents work through a number of
inter-creditor issues.  It is also expected that the open issues
noted in the document will result in material changes to the
proposed plan and disclosure statement.

On April 21, 2005, Adelphia said it has reached definitive
agreements for Time Warner Inc. (NYSE: TWX) and Comcast
Corporation (Nasdaq: CMCSA, CMCSK) to acquire substantially all
the U.S. assets of Adelphia for $12.7 billion in cash and 16
percent of the common stock of Time Warner's cable subsidiary,
Time Warner Cable Inc.

A full-text copy of the ACOM Debtors' Third Amended Plan is
available for free at http://ResearchArchives.com/t/s?1f8

A full-text copy of the ACOM Debtors' Third Amended Disclosure
Statement is available for free at
http://ResearchArchives.com/t/s?1f9

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 COMMS: Rigases' Gets Court OK to Advance Defense Costs
---------------------------------------------------------------
At the request of John J. Rigas, Timothy J. Rigas, James P. Rigas
and Michael J. Rigas, the U.S. Bankruptcy Court for the Southern
District of New York permits Associated Electric & Gas Services
Limited to advance additional defense costs from the Directors'
and Officers' Liability Insurance Policies purchased by the
Debtors.

AEGIS, one of the D&O Insurance providers, entered into an
agreement for interim funding of the insured cases.  Pursuant to
that Agreement and prior Court orders, AEGIS has been paying 75%
of legal fees and expenses for the insured cases.

AEGIS will advance an additional $300,000 for Michael Rigas and
$300,000 for James Rigas pursuant to the Agreement.

J. Bradford McIlvain, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, relates that the prior Court-approved
funding for insured matters covered fees and expenses through a
portion of May 2005.

The additional funds will cover legal fees, consulting fees and
vendor fees through most of August 2005.  The vast majority of
fees covered relate to discovery being conducted in the Deloitte
Action, which has a December 5, 2005, discovery deadline, Mr.
McIlvain says.

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: Class Plaintiffs Want Separate Plan Class Created
-----------------------------------------------------------------
The class action plaintiffs in In re Adelphia Communication Corp.
Securities & Deriv. Litigation, asserts that Adelphia
Communications Corporation and its debtor-affiliates' Second
Amended Plan of Reorganization violates Section 1122 of the
Bankruptcy Code by failing to provide a separate class for claims
arising from the violation of federal securities laws and related
causes of action in the sale of the ACC Senior Notes.

According to John H.  Drucker, Esq., at Angel & Frankel, P.C., in
New York, it is not sufficient to establish only separate classes
for the current holders of senior and subordinated notes in the
ACC Debtor Group or to establish one class of securities law
claims which lumps claims arising out of the senior and
subordinated instruments.  There should also be corresponding
separate classes for securities law claims arising from the
purchase and sale of each of the classes of notes, Mr. Drucker
says.

Therefore, the Class Action Plaintiffs ask the U.S. Bankruptcy
Court for the Southern District of New York to establish a
separate class for ACC Senior Notes Existing Securities Law
Claims.

Mr. Drucker relates that three of the ACOM Debtor Groups
comprised of the ACOM Debtors' subsidiaries and affiliates and a
fourth parent company Debtor Group, each include classes for
their publicly issued securities.  Additional corresponding
classes are provided in each of the Debtor Groups for Existing
Securities Law Claims with one exception.  The one exception, Mr.
Drucker points out, is the failure of the Debtors to create
separate Existing Securities Law Claims classes for the ACC
Senior Notes and ACC Subordinated Notes.  Instead, without any
explanation, these securities law claims are combined in a single
class -- Class 12(d) ACC Notes Existing Securities Law Claims --
without any recognition of the differences in their priority.

The ACC Subordinated Notes are comprised of two separate issues
of debt securities:

    -- 6.0% Convertible Subordinated Notes due 2006, and
    -- 3.25% Convertible Subordinated Notes due 2021.

The indenture under which the 6% Subordinated Notes were issued
provides that the repayment of the notes is subordinated to the
repayment of borrowed money, including the ACC Senior Notes, but
is not subordinate to accounts payable, trade payables and other
debt arising in the ordinary course of business.  The equivalent
requirements for the prior payment of the ACC Senior Notes is
included in the indenture for the issuance of the 3.25%
Subordinated Notes.

Mr. Drucker notes that Section 1122(a) of the Bankruptcy Code
provides that:

    "Except as provided in subsection (b) of this section, a plan
    may place a claim or an interest in a particular class only if
    such claim or interest is substantially similar to the other
    claims or interests of such class."

When an indenture states that the claim of a noteholder is
subordinated to the claim of another creditor, the claim is not
substantially similar to the claim of the senior creditor or the
claims of other general unsecured creditors, because the
subordination mandates a different treatment of the claim, Mr.
Drucker asserts.  It makes no difference that the subordination
agreement contains a provision stating that the claims of a
subordinated noteholder are of "equal rank" with the claims of
general unsecured creditors.  The subordination, Mr. Drucker
insists, still requires separate classification of the claims of
the subordinated Noteholders from the claims of general unsecured
creditors.

Accordingly, the Class Action Plaintiffs believe that the
subordination of the ACC Subordinated Notes to the ACC Senior
Notes requires that the Senior Notes Securities Law Claims be
separately classified and treated differently from the Existing
Securities Law Claims arising from the ACC Subordinated Notes.

The fact that the ACC Subordinated Notes may otherwise be of the
same rank as general unsecured claims does not alter the fact
that the ACC Subordinated Notes are junior to the ACC Senior
Notes, Mr. Drucker maintains.

The separate classification of the Senior Notes Securities Law
Claims is required, because these claims require separate
treatment, Mr. Drucker explains.  Combining the Senior Notes
Securities Law Claims and Subordinated Notes Securities Law
claims in one class violates both the explicit text of and the
principles on which section 510(b) was constructed, he says.
Section 510(b) provides that:

    "(b) For the purpose of distribution under this title, a claim
    arising from rescission of a purchase or sale of a security of
    the debtor or of an affiliate of the debtor, for damages
    arising from the purchase or sale of such a security, or for
    reimbursement or contribution allowed under section 502 on
    account of such claim, shall be subordinated to all claims or
    interests that are senior to or equal the claim or interest
    represented by such security, except that if such security is
    common stock, such claim has the same priority as common
    stock."

Without Section 510(b), Mr. Drucker says, the Senior Notes
Securities Law Claims would be of the same priority as general
unsecured claims.  As Section 510(b) requires subordination to
claims of equal rank, the Senior Notes Securities Law Claims are
subordinated to the ACC General Unsecured Claims.  However, as
the subordination of the ACC Subordinated Notes to the ACC Senior
Notes requires that the claims represented by the ACC
Subordinated Notes be placed in a subordinate class, Mr. Drucker
insists that the claims of the holders of the ACC Subordinated
Notes are not of equal rank to the claims of the holders of the
ACC Senior Notes.

Thus, Section 510(b) does not require that the Senior Notes
Securities Law Claims be subordinated to the ACC Subordinated
Notes Claims.  On the contrary, the Class Plaintiffs submit, at
the very least, Section 510(b) requires that the Senior Notes
Securities Law Claims be placed in a separate class which is pari
passu with the claims of the holders of the ACC Subordinated
Notes.

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: Boies Schiller Resigns as Special Counsel
---------------------------------------------------------
Boies, Schiller & Flexner, LLP, resigned as special counsel to
Adelphia Communications Corporation and its debtor-affiliates
after it discovered that relatives of its chairman, David Boies,
indirectly own part of Amici LLC, which stores and manages
Adelphia's bankruptcy documents.

Philip Korologos, Esq., a Boies Schiller member, however,
emphasized that the firm has "no direct or indirect ownership
interest in Amici."

"We resigned because we were asked to resign," Mr. Korologos
told Bloomberg News.  "We did not resign because we believed we
had done anything improper."

                Cravath Swaine May Seek Sanctions

Cravath, Swaine & Moore may seek sanctions against Adelphia
Communications Corp. or Boies Schiller & Flexner for not
disclosing David Boies' interest in Amici LLC, Bloomberg News
reports.

As previously reported, Amici stores and manages ACOM's
bankruptcy documents.  Boies Schiller was asked to resign after
it was discovered that relatives of Mr. Boies indirectly own
Amici.

According to Bloomberg, Cravath Swaine represents Deloitte &
Touche, LLP, in an action brought by ACOM.

In a letter to the Bankruptcy Court dated September 6, 2005, Max
R. Shulman, Esq., a partner at Cravath Swaine, pointed out that
ACOM may have access to Deloitte's document searches because of
Boies Schiller's connection with Amici.

"We would not for one minute have considered engaging Amici had
we known, as we surely should have, that opposing counsel might
have had the ability to compromise the security of this protected
information or that our payments would be subsidizing the family
of Boies Schiller's senior partner [David Boies]," Mr. Shulman
wrote.

Philip Korologos, Esq., a Boies Schiller member, had emphasized
that his firm has "no direct or indirect ownership interest in
Amici."

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
Nos. 105 & 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICA WEST: US Airways Merger Cues S&P to Retain Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to US Airways Group Inc. and operating subsidiary US
Airways Inc., following the company's Sept. 27, 2005, merger with
America West Holdings Corp. (B-/Watch Neg/--).  Both ratings were
placed on CreditWatch with negative implications, pending
completion of America West's CreditWatch review.

The CreditWatch status of US Airways Inc.'s noninsured enhanced
equipment trust certificates is revised to positive from
developing.

Ratings on America West Holdings Corp., and operating subsidiary
America West Airlines Inc., including the 'B-' corporate credit
ratings on both entities, remain on CreditWatch with negative
implications, where they were placed on May 20, 2005.  America
West Holdings completed its merger with US Airways Group on Sept.
27, 2005, subsequent to US Airways' emergence from Chapter 11
bankruptcy protection earlier that day.

"The combined entity will face significant hurdles, particularly
integration of its labor forces," said Standard & Poor's credit
analyst Betsy Snyder.  "However, the company will benefit from
stronger liquidity following new equity investments and loans, and
a more extensive route network," the analyst continued.  Although
both airlines will operate separately over the next two to three
years, they are expected to benefit from integration of several
operating functions.  Resolution of the CreditWatch, which is
expected to occur within the next week, will focus on the combined
entity's expected operational and financial performance.


AMERICAN COMMERCIAL: Planned IPO Cues S&P's CreditWatch Placement
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on American Commercial Lines Inc.
on CreditWatch with positive implications.  The CreditWatch
placement follows the announcement that the company intends to use
$130 million of proceeds from a pending IPO of common stock to
reduce debt.  The Jeffersonville, Indiana-based barge company has
about $470 million of lease-adjusted debt.

"The rating action reflects the potential for ratings to be raised
if the company successfully completes its IPO, uses proceeds as
planned to repay debt, and remains committed to maintaining a
less-leveraged capital structure," said Standard & Poor's credit
analyst Lisa Jenkins.  Current ratings reflect American Commercial
Lines Inc.'s highly leveraged capital structure; capital
intensity; and vulnerability to competitive and cyclical end
markets.

Offsetting these challenges to some extent is the company's
prominent market position in the fragmented barge industry and a
fairly positive near-term industry outlook.  ACL emerged from
Chapter 11 bankruptcy protection in mid-January 2005.  The company
was forced to file bankruptcy in January 2003 as a result of an
onerous debt burden that made it extremely vulnerable to industry
challenges, and a history of rapid growth that strained company
resources.

ACL has taken a number of steps to better position itself to deal
with the pricing and profitability pressures that periodically
occur in this industry due to supply-and-demand imbalances.  It
has rejected uneconomical leases, renegotiated terms on other
leases, and scrapped certain vessels.  In addition, the company
has reduced headcount and implemented a strategy to improve
operating efficiency and profitability through an increased
emphasis on the more profitable liquid cargo side of its business
and through improved traffic density.

Also, as part of its reorganization, ACL reduced debt by
approximately $277 million.  However, the company remains highly
levered, with debt to capital (adjusted for operating leases)
currently about 82%.  Pro forma for the proposed IPO and debt
repayment, debt to capital would fall to 59%.

Standard & Poor's will monitor the status of the company's IPO and
debt reduction process and will assess the near to intermediate
term operating outlook and investment requirements to resolve the
CreditWatch.  A modest upgrade is possible if it appears likely
that the company will sustain an improved financial profile.


AMSCAN HOLDINGS: Moody's Reviews $430 Million Debts' Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Amscan Holdings,
Inc. on review for possible downgrade following the announcement
that AAH Holdings Corporation, Amscan's parent, has agreed to
acquire Party City Corporation for cash consideration of
approximately $360 million.  The rating action reflects:

   * the integration and execution challenges in combining Amscan
     with its largest customer;

   * the potential for further leveraging; and

   * current industry conditions, which could weaken Amscan's
     financial condition beyond levels appropriate for the current
     ratings.

These ratings were placed under review for possible downgrade:

   * Corporate family rating (formerly senior implied rating), B1;

   * $50 million senior secured revolving credit facility
     due 2010, B1;

   * $205 million senior secured term loan B facility
     due 2012, B1; and

   * $175 million 8.75% senior subordinated notes due 2014, B3.

Earlier today, AAH announced that it has entered into a definitive
agreement to purchase Party City for $17.50 per share, equating to
total cash consideration of around $360 million.  AAH, controlled
by Berkshire Partners LLC and Weston Presidio, is a holding
company that, through its Amscan subsidiary, owns party supplies
manufacturer Amscan, Inc.  The company does not intend to seek
consent from bondholders for the transaction.  Party City, through
its nearly 500 owned and franchised stores, is the largest party
goods superstore chain and is Amscan's largest customer
(representing approximately 28% of fiscal 2004 sales).

The review action reflects the potential for substantial
integration risks through this business combination, the most
important being the impact on Amscan's relationship with other
customers.  In addition, Moody's notes the potential financial
risks in the transaction due to a relatively large purchase price
(as a multiple of Party City's reported earnings), the majority of
which Moody's expects to be debt-financed.  These concerns are
heightened by:

   * the historical volatility and ongoing challenges for
     Party City and the party superstore channel;

   * a difficult macro-economic and raw materials environment in
     the party supplies industry; and

   * Amscan's high pre-acquisition financial leverage of
     around 6x.

In our review, Moody's will analyze the details of the transaction
structure and the integration plan, with a primary focus on
Amscan's prospective financial flexibility (leverage and free cash
flow) and its ability to allay the industry and execution concerns
highlighted above.  Moody's will also evaluate the strategic
benefits of the transaction, including the securing of Amscan's
largest customer and potential synergies in the combination.

Amscan Holdings, Inc., with executive offices in Elmsford, New
York, is a leading manufacturer of party goods and the largest
manufacturer of metallic balloons.  The company sells its products
through party superstores, party goods retailers and other retail
distribution channels.  Sales for the twelve-month period ended
June 2005 were approximately $404 million.


AMSCAN HOLDINGS: Party City Purchase Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on party
goods distributor and manufacturer Amscan Holdings Inc., including
its 'B+' corporate credit rating, on CreditWatch with negative
implications. CreditWatch with negative implications means that
the ratings could be affirmed or lowered following the completion
of Standard & Poor's review.  The Elmsford, New York-based company
had $387 million in total debt outstanding as of June 30, 2005.

The CreditWatch listing follows the announcement by AAH Holdings
Corp., the parent company of Amscan, that it has entered into an
agreement to acquire substantially all the assets of Party City
Corp. for about $360 million.  Party City, with annual revenues of
$500 million, operates specialty retail party supply stores in the
U.S. and is Amscan's largest customer.

The transaction is expected to be financed with both debt and
equity from financial sponsors Berkshire Partners and Weston
Presidio, and is targeted to close by the end of 2005 or beginning
of 2006, subject to regulatory approval and receipt of debt
financing.  "We expect leverage to increase substantially
following the proposed acquisition due to higher balance sheet and
operating lease debt," said Standard & Poor's credit analyst
Alison Sullivan.  Standard & Poor's will review Amscan's near- and
longer-term growth objectives, operating outlook, and overall
financial policies to resolve the CreditWatch listing.


AMY RUTH: Case Summary & 25 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Amy Ruth, Inc.
        113 West 116th Street
        New York, New York 10026

Bankruptcy Case No.: 05-19025

Type of Business: The Debtor operates a restaurant in Manhattan.

Chapter 11 Petition Date: September 28, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Dana Patricia Brescia, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue
                  Harrison, New York 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031

Financial Condition as of December 31, 2004:

      Total Assets:   $627,000

      Total Debts:  $1,602,000

Debtor's 25 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
   Tommy Lockhart                            $90,000
   83 Western Avenue
   Apartment #19
   Jersey City, NJ 07307

   Frank Firrito                             $50,000
   250 Stiles Street
   Elizabeth, NJ 07208

   Pamela Randal                             $30,000
   1955 1st Avenue
   Apartment #305
   New York, NY 10029

   Janiking                                  $18,216
   1400 Old Country Road, Suite #107
   Westburg, NY 11590

   Upper Manhattan Empowerment Zone          Unknown
   290 Lenox Avenue
   New York, NY 10027

   State of New York Workers' Compensation   Unknown
   Bureau of Compliance
   20 Park Street
   Albany, NY 12207

   New York State Taxation & Finance         Unknown
   WA Harriman Campus, Building #8
   Albany, NY 12227-0001

   State of New York                         Unknown
   Department of Labor
   State Office Building Campus, Room #500
   Albany, NY 12240-0003

   Internal Revenue Service                  Unknown
   Insolvency Unit
   290 Broadway, 5th Floor
   New York, NY 12227-0001

   Amity Meats                               $14,000

   Time Warner                               $13,327

   Victory                                   $11,932

   Stephen Lloyd                             $10,000

   Con Edison                                 $7,277

   Demartino's Fish                           $5,472

   Con Edison                                 $5,010

   Best Metropolitan                          $4,915

   Beacon Digital                             $4,277

   Nextel Communication                       $3,904

   American Agencies                          $2,503

   Patane Press                               $1,333

   Langdale & Vallotton                       $1,330

   Platinum Technologies                        $929

   Golden Protective Services                   $928

   Rotondi & Associates                         $725


ARMSTRONG WORLD: Extending DIP Facility Maturity to Dec. 8, 2006
----------------------------------------------------------------
Armstrong World Industries, Inc., Nitram Liquidators, Inc., and
Desseaux Corporation of North America ask the U.S. Bankruptcy
Court for the District of Delaware for authority to enter into a
Seventh Amendment to their Revolving Credit and Guaranty
Agreement.  The Seventh Amendment extends the maturity date to
Dec. 8, 2006, and earns the DIP Lenders $125,000 in fees.

                       Previous Amendments

Rebecca Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, recounts that the Debtors and a syndicate of
financial lenders have already entered into six Court-approved
amendments to the Credit Agreement.

Under the First Amendment, the Debtors and the Lenders agreed to
reduce the commitment under the Postpetition Financing from $400
million to $300 million.  Similarly, in May 2002, the parties
entered into the Second Amendment, reducing the commitment from
$300 million to $200 million.  The Third Amendment provided for
the elimination of certain unnecessary reporting requirements
under the Credit Agreement and reduction of administrative fees
charged by JP Morgan Chase Bank, as agent for the Lenders.

Under the Fourth Amendment to the Credit Agreement, the Debtors
and the Lenders agreed to further reduce the commitment to
$75,000,000, eliminate the revolving credit borrowing feature and
limit the commitments under the DIP Facility to issuances of
letters of credit, and to extend the credit maturity date until
Dec. 8, 2003.  The Fifth Amendment extended the maturity date to
Dec. 8, 2004 and, pursuant to the Sixth Amendment, the Debtors and
the Lenders further extended the maturity date under the Credit
Agreement until Dec. 8, 2005.

Ms. Booth informs Judge Fitzgerald that the Debtors, JP Morgan
Chase and the Lenders are currently operating pursuant to the
terms of the Amended Credit Agreement.

"As of June 30, 2005, [Armstrong World Industries, Inc.] had
$283 million of cash and cash equivalents, excluding cash held by
its non-debtor subsidiaries," Ms. Booth says.

In the ordinary course of its business, however, AWI has asked the
Lenders from time to time to issue standby and import documentary
letters of credit.  Currently, standby Letters of Credit
aggregating $43.5 million have been issued.  AWI believes that
cash on hand and cash generated from operations and dividends from
its subsidiaries, together with lines of credit and the DIP
Facility, will be adequate to address its foreseeable liquidity
needs.

Because the Lenders are not required to issue Letters of Credit
that expire after the Maturity Date, Ms. Booth believes that the
Maturity Date must again be extended for AWI to be able to
continue to post letters of credit in the ordinary course of
business.

                      The Seventh Amendment

Under the Seventh Amendment, the parties agree to:

   -- extend the Maturity Date under the Credit Agreement until
      December 8, 2006;

   -- enter into an Amendment Fee Letter; and

   -- enter into an Arrangement Fee Letter, in the case of AWI
      and JP Morgan Chase.

The Seventh Amendment also extends superiority administrative
status to the claims asserted by each of the Lenders and their
affiliates arising from any of AWI's indebtedness and obligations
under the Credit Agreement, as amended, in terms of:

   * overdrafts and related indebtedness; and

   * hedging and foreign exchange transactions.

Pursuant to the Amendment Fee Letter, AWI will pay JPMorgan Chase
for its own account and for the account of each Bank a $75,000
Amendment Fee (which is equal to 1/10 of 1% of the commitment of
each bank and shared pro rata).

In accordance with the Arrangement Fee Letter, AWI will pay
JPMorgan Chase a $50,000 arrangement fee as consideration for
JPMorgan Chase's agreement to arrange the Seventh Amendment.

         DIP Financing is Essential for AWI to Post L/C

The Debtors contend that it is essential to maintain postpetition
financing to service their customers and continue their ordinary
course day-to-day operations.

"Although AWI has considerable assets, immediate access to a
postpetition financing facility is necessary to enable AWI to post
letters of credit in the ordinary course of its business," Ms.
Booth adds.  "Without access to letters of credit, AWI's ability
to engage in ordinary business transactions will be impeded."

The Debtors further assert that even instances in which AWI could
post cash collateral in lieu of letters of credit would affect
AWI's liquidity, require AWI to negotiate individual cash
collateral agreements, and put AWI's cash at risk in the event of
the insolvency of the holder of that cash collateral.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 80; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ANCHOR GLASS: BNY Wants Final Order for $125MM DIP Loan Modified
----------------------------------------------------------------
The Bank of New York asks the U.S. Bankruptcy Court for the Middle
District of Florida to modify the Final Noteholder Financing Order
allowing Anchor Glass Container Corporation to issue approximately
$125 million of debtor-in-possession Senior Secured Term Notes
provided by certain holders of its pre-petition Senior Secured
Notes.

BNY states that the final order fails to provide it with the
"indubitable equivalent" of its interest in the Noteholders'
Collateral despite the replacement liens and a limited
superpriority claim granted in favor of BNY.  BNY asserts that,
some aspects of the Financing Order operate to diminish its
interest in the Collateral and that relief under Section 361 and
364(d)(1)(B) is necessary to BNY.

Accordingly, BNY asks the Court to modify the Final Financing
Order or, alternatively, grant it additional adequate protection
in the form of:

    (a) The immediate cash payment of the extraordinary fees and
        expenses incurred as a result of the prepetition default
        under the Note Indenture and the commencement of the
        Chapter 11 case, including but not limited to its internal
        fees and expenses and those of its financial advisors,
        Goldin & Associates.

    (b) The grant of a first priority replacement lien in all
        claims and causes of action arising in favor of the
        Debtor and its estates under Chapter 5, and in the
        proceeds of any recoveries obtained through the
        prosecution of the claims and causes of action.

Mark D. Bloom, Esq., at Greenberg Traurig PA, in Miami, Florida,
points out that a particular provision in the Order prohibits BNY
or any other party to foreclose any junior lien or claim in any
Collateral until all of the Obligations owed to the Purchasers
have been indefeasibly paid and satisfied in full in cash.  BNY
suggests that the provision be modified to make clear that BNY's
right to seek relief from stay remains unimpaired.

Mr. Bloom adds that BNY's prepetition positions is further
impaired by the Postpetition Financing as distinguished from
those of the Wachovia Facility.  The Postpetition Financing is
secured by all of the Collateral and is a term loan rather than a
revolving facility, as a result of which the entire $125,000,000
loan has been fully drawn and the Debtor is required to pay
interest at the much higher rate of LIBOR +700 bps on the entire
amount, including the cash sitting in its DIP accounts.  Taken
together with the grant of the priming lien on the Noteholders'
Collateral, the accrual and payment of interest at a higher rate
on the entirety of the loan balance operates further to impair
the interests of BNY in the Noteholders' Collateral.

Moreover, BNY suggests that the Order should make clear that the
"related fees" include not only the annual fees charged by BNY as
Note Trustee in a non-default situation, but also the post-
bankruptcy expenses of default administration and other
extraordinary fees and costs.

The Debtor and Purchasers proposed from the very first day to
grant a priming lien in the Noteholders' Collateral for what has
turned out to be a $125,000,000 Financing.  Mr. Bloom contends
that it is entirely necessary, advisable and appropriate that BNY
retain and be paid or reimbursed from the estate for the services
of a financial advisor, at least for the initial purpose of
evaluating BNY's collateral position and the offer of adequate
protection.

The forms of adequate protection mentioned in the Noteholders'
Collateral and Final Financing Order are rendered meaningless
unless BNY is entitled to retain and compensate a financial
advisor to determine the value of the interests at particular
points in time, and assess the adequacy of the adequate
protection in respect of any diminution in value on an ongoing
basis, Mr. Bloom maintains.

Mr. Bloom notes that all of the adequate protection is granted to
BNY only to the extent of any diminution of its interest in the
Noteholders' Collateral from the Petition Date until the
effective date of any plan of reorganization.  To the extent that
no diminution may be determined to have occurred, the grant of
the additional adequate protection sought will not impair the
rights of general unsecured creditors or other interested
parties.  Given the Committee's ultimate support for the
Noteholder Financing, it is altogether fitting and proper that
the economic risk associated with the priming lien, granted to
the Purchasers in order to secure that Financing, be borne by the
general unsecured creditors, Mr. Bloom insists.

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. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Taps AP Services as Crisis Manager
------------------------------------------------
Anchor Glass Container Corporation seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to retain AP
Services, LLC, as its crisis manager pursuant to the terms of an
engagement letter dated Sept. 6, 2005.

The Debtor believes that APS is the most competent turnaround firm
to handle its bankruptcy case.  APS' affiliate, AlixPartners, LLC,
and its principals have a wealth of experience in providing crisis
management services to financially troubled organizations.

Under the APS Engagement Letter, Anchor and APS agree that:

    -- APS will provide, at Anchor's request, temporary employees
       to assist the Debtor in its restructuring efforts; and

    -- APS' Managing Director, John S. Dubel, will serve as the
       Debtor's Chief Restructuring Officer under the direct
       supervision of Anchor's Chief Executive Officer and the
       Special Committee of the Board of Directors.

As CRO, Mr. Dubel will assist the Debtor in evaluating and
implementing strategic and tactical options through the
restructuring process.  Mr. Dubel's hourly rate is $650.

Mr. Dubel has completed a number of successful interim management
assignments with Chapter 11 Debtors.  He was President and Chief
Operating Officer at RCN Corporation.  Before the RCN assignment,
he was the Chief Executive Officer of Cable & Wireless America.
Mr. Dubel also served as Chief Restructuring Officer at Acterna
Corporation and CFO at WorldCom, Inc.

In addition to Mr. Dubel, the Temporary Staff that APS will
provide include:

    Name          Position              Hourly Rate   Commitment
    ----          --------              -----------   ----------
    Jon Shell     Assistant Treasurer       $410      As Needed
    Ted Stenger   TBD                       $670      As Needed

APS may add more personnel from time to time but only with
Anchor's prior written consent.

APS' Temporary Staff is expected to:

    (a) provide additional interim management services, as
        requested by Anchor's Chief Executive Officer;

    (b) review employee-related costs and other costs, and
        recommend and negotiate changes;

    (c) work with Anchor and its management team to further
        identify and implement both short-term and long-term
        liquidity generating initiatives;

    (d) assist management in the evaluation of strategic
        alternatives to provide for the restructuring of the
        operations of Anchor;

    (e) assist management with the development of Anchor's
        revised business plan;

    (f) assist with financing issues during the proceedings and in
        conjunction with any plan of reorganization;

    (g) assist in coordinating and providing administrative
        support for the proceeding and developing Anchor's Plan of
        Reorganization or other appropriate case resolution, if
        necessary;

    (h) assist in developing and implementing cash management
        strategies, tactics and processes; work with the
        Company's treasury department and other professionals; and
        coordinate the activities of the representatives of other
        constituencies in the cash management process;

    (i) assist in the preparation of the statement of affairs,
        schedules and other regular reports required by the Court,
        management of the claim and claim reconciliation processes
        as well as provide assistance in areas including testimony
        before the Court on matters that are within APS' areas of
        expertise;

    (j) assist in communication and negotiation with Anchor's
        stakeholders including their advisors; and

    (k) assist with other matters as may be requested that fall
        within APS' expertise and that are mutually agreeable.

Anchor will pay APS' employees at these hourly rates:

       Professional                  Hourly Rates
       ------------                  ------------
       Managing Directors             $540 - $690
       Directors                      $430 - $520
       Vice Presidents                $300 - $400
       Associates                     $225 - $280
       Analysts                       $150 - $190

Anchor says it will also award a contingent success fee to APS.
The Debtor believes that the Contingent Success Fee is an
integral part of APS' compensation for the engagement.  The
Debtor will pay APS a $400,000 Contingent Fee on the earlier of:

    (i) confirmation of a Plan of Reorganization by the Court; or

   (ii) a sale of all or substantially all of the assets of the
        Debtor pursuant to a Court order.

The Contingent Success Fee is not payable if APS is terminated
for cause or if the Debtor's bankruptcy case is converted to
Chapter 7.

The Debtor also agreed to indemnify APS employees serving as
officers from and against all claims, liabilities and damages as
they are incurred, including reasonable legal fees and
disbursements of counsel.  APS employees serving as officers of
the Debtor will be entitled to receive whatever indemnities are
made available, during the term of APS' engagement, to other non-
APS affiliated officers of the Debtors.

AP Services assures the Bankruptcy Court that it holds no adverse
interest to the Debtor's estate.

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. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Ordinary Course Professional Engagements Draw Fire
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation objects to the Debtor's request to employ at
least 59 separate entities as ordinary course professionals,
without the submission of separate employment applications,
affidavits and the issuance of separate retention orders -- all of
which normally apply to the employment of professionals under
Section 327 of the Bankruptcy Code.

Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser PA,
in Tampa, Florida, argues that the Debtor's proposal, not only
bypasses the retention requirements under the Code but also allows
the Debtor to circumvent the oversight protections built in to
Sections 328, 330 and 331.

The Bankruptcy Code provides that professionals file retention
papers before they are hired postpetition and fee applications
before they are paid.  The Debtor has not demonstrated any
extraordinary circumstance that would justify ignoring the
governing provisions of the Bankruptcy Code and Rules, Mr. Riedel
asserts.

The Committee also identifies these defects in the Debtor's
request:

    -- The services provided by most professionals in the Motion
       do not qualify as "ordinary course".  The Debtor is in the
       glass container manufacturing business.  A number of
       entities in the Motion are well known accounting and legal
       firms that may or may not provide daily professional
       services to the Debtor in relation to glass manufacturing.

    -- No information has been offered in the Motion as to
       precisely what each of the entities actually does or is
       doing for the Debtor and what exactly makes the
       relationship between each entity and the Debtor's "ordinary
       course".  Without more information, the Committee assumes
       that many of the entities fall more into the category of
       professionals required to obtain full Court approval under
       Section 327.

    -- The Debtor did not identify which of the 59 Professionals
       provides what kind of services, nor does the Debtor
       identify which of the Professionals has a claim against the
       Debtor, the amount and nature of the claims or whether any
       Professional holds any interest adverse to the Debtor.

    -- The Debtor does not propose any opportunity for the
       Committee or the U.S. Trustee to object to the inclusion of
       a Professional.  Given the large number of Professionals,
       the structure places unreasonable burden on the Committee
       and the U.S. Trustee to come forward affirmatively and
       object.  Any burden should sit squarely on the shoulders of
       the Debtor and the Professional who will benefit from the
       Motion.

    -- The proposed monthly caps for the Professionals are both
       excessive and logistically inefficient.  The Debtor is
       required to pay in excess of $3,000,000 (59 professionals x
       $50,000) every month.

    -- No reporting mechanism appears to be included in the
       proposal and, therefore, all interested parties will be
       dependent on the Debtor to accurately advise all parties
       that the fee cap has been exceeded and a fee application
       must be filed.

The Committee thus finds the Debtor's proposed system for
retaining professionals and tracking their fees and expenses as
cumbersome for third parties, alters the burden of proof
regarding the retention and payment of professional and deprives
third parties of meaningful and necessary oversight.

Accordingly, the Committee asks the Court to deny the Debtor's
request.  Alternatively, if the Court approves the Motion, the
Committee seeks an allowance of 20 days from the date any
Professional files an affidavit to object to the inclusion of the
entity as a Professional.

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. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARLINGTON HOSPITALITY: Taps Grant Thornton for Tax Services
-----------------------------------------------------------
Arlington Hospitality, Inc., and its debtor-affiliates sought and
obtained from U.S. Bankruptcy Court for the Northern District of
Illinois authority to employ Grant Thornton LLP as their tax
service providers.

Grant Thornton will:

    (a) prepare federal and state tax returns;

    (b) analyze cost-savings with respect to outstanding state
        sales and use tax audits; and

    (c) other tax services as requested by the Debtors.

Kevin P. Burns, tax partner at Grant Thornton, tells the Court
that the Firms professional will bill:

       Designation                      Hourly Rate
       -----------                      -----------
       Partners                         $465 - $625
       Directors/Senior Managers        $350 - $465
       Managers                         $250 - $345
       Senior Associates                $190 - $285
       Associates                       $180 - $235

       Executive Assistants/             $75 - $100
       Support Staff

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

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported $99
million in total assets and $94 million in total debts.


ARLINGTON HOSPITALITY: Trustee Picks 3-Member Creditors Committee
-----------------------------------------------------------------
The United States Trustee for Region 11 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
Arlington Hospitality, Inc., and its debtor-affiliates' chapter 11
cases:

      1. Wasau Insurance Companies
         P.O. Box 8017
         Wasau, Wisconsin 54402-8017
         Representative: Kristine Helmueller

      2. First Federal Bank
         P.O. Box 897
         Sioux City, Iowa 51102
         Representative: Kevin Chavanu

      3. AmeriHost Franchise Systems, Inc.
         One Sylvan Way
         Parsippany, New Jersey 07054
         Representative: Gail B. Cooperman, Esq.

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

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported $99
million in total assets and $94 million in total debts.


ARLINGTON HOSPITALITY: Section 341(a) Meeting Slated for Oct. 6
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Arlington
Hospitality Inc.'s creditors at 1:30 p.m., on Oct. 6, 2005, at 227
West Monroe Street, Room 3330, Chicago, Illinois.

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

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported $99
million in total assets and $94 million in total debts.


ASARCO LLC: Can Pay Six Critical Vendors Up to $3,767,575
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 12, 2005, ASARCO, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to pay, in its
discretion, amounts owed to six critical vendors that are
essential to the Debtor's business operations.

James R. Prince, Esq., at Baker Botts, L.L.P. in Dallas, Texas,
tells Judge Schmidt that payments made to any Critical Vendor
would be conditioned on:

   (1) the Critical Vendor providing postpetition goods or
       services on terms that are mutually acceptable to ASARCO
       and the Critical Vendor; and

   (2) approval and funding of a DIP Loan.

                         Court's Ruling

ASARCO LLC is authorized, but not directed, to pay the
prepetition claims of these Critical Vendors:

     Critical Vendor                         Maximum Amount
     ---------------                         --------------
     Acid Piping Technology, Inc.                $176,532
     Cummins Rocky Mountain, LLC                   64,764
     Empire Machinery, Co.                        743,000
     P&H Mine Pro Services                      1,200,000
     Road Machinery                             1,107,847
     Williams Detroit Diesel-Allison              475,432
                                               ----------
               TOTAL                           $3,767,575
                                               ==========

Judge Schmidt directs Williams to apply the $52,420 in its
possession as a partial payment against the debts ASARCO incurred
prepetition.

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: Gets Court Nod to Assume Smithco Agreement
------------------------------------------------------
The Honorable Judge Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas gave ASARCO LLC authority to assume the
Smithco Agreement and to cure a $41,480 outstanding default.

As previously reported in the Troubled Company Reporter on
Sept. 7, 2005, ASARCO, Inc., entered into an executory contract
with Smithco Enterprises, Inc., on Dec. 15, 2004.

Under the Agreement, Smithco Enterprises provides field
engineering, labor, materials, transportation, tools, equipment,
and other facilities for the production and delivery of flash
furnace flux and converter flux.

ASARCO asserts that the Smithco Agreement provides ongoing value
to its estates.  Smithco Enterprises has an ongoing favorable
business relationship with ASARCO, providing services under other
contracts.  In addition, Smithco's siliceous flux production
facility is located near ASARCO's Ray Complex at Hayden, Arizona,
which makes Smithco Enterprises a particularly convenient and
cost-effective business partner.

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 Trumbull Group as Claims & Noticing Agent
-----------------------------------------------------------
Rule 2002 of the Federal Rules of Bankruptcy Procedure requires
the Office of the Clerk of the Bankruptcy Court or some other
person as the Court may direct to:

   (a) serve or provide debtors, creditors and parties-in-
       interest notice by mail of various key events in a
       bankruptcy case;

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

   (c) notice of any disclosure statements and plans of
       reorganization and transmittal of ballots for accepting or
       rejecting the plans; and

   (d) provide expertise, consultation and assistance in ballot
       and, if necessary, claims processing and with the
       dissemination of other administrative information related
       to the Chapter 11 cases.

ASARCO LLC and its debtor-affiliates' chapter 11 cases involve
more than 100,000 creditors and parties-in-interest.  Jack L.
Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, contends
that sending the required notices to this large number of entities
would create a significant burden for the Clerk's Office.
Moreover, the Clerk's Office is "not equipped to effectively
docket and maintain the large number of proofs of claim that will
be filed in this case."

Mr. Kinzie says that the most effective and efficient manner in
which to facilitate the process of transmitting the required
notices to parties-in-interest is for the Debtors to engage an
independent third party to act as the claims, noticing and
balloting agent.

Thus, the Debtors seek authority from Judge Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Trumbull Group, LLC, as their Claims, Noticing and Balloting
Agent.

Trumbull is a data processing firm that specializes in noticing,
claims processing, and other administrative tasks required in
Chapter 11 cases.  The Debtors want to engage Trumbull to send
out certain designated notices and to maintain claims files and a
claims register in their bankruptcy cases.  The Debtors believe
that the firm's assistance will expedite service of Bankruptcy
Rule 2002 notices, streamline the claims administration process,
and permit them to focus on their reorganization efforts.

Moreover, the Debtors believe that Trumbull is well qualified to
provide the services, expertise, consultation and assistance they
need.  Trumbull has already performed substantially the same
services for debtors in a number of other Chapter 11 cases.

Pursuant to the terms and conditions of a retention agreement
entered into between the Debtors and Trumbull, the firm will
specifically perform these services as Claims, Noticing and
Balloting Agent, at the request of the Debtors or the
Clerk's Office:

   (a) prepare and serve required notices in the Debtors' chapter
       11 cases, including:

       -- a notice of the commencement of the reorganization
          cases and the initial meeting of creditors under
          Section 341(a) of the Bankruptcy Code;

       -- a notice of the claims bar date, if any;

       -- notices of objections to Claims;

       -- notices of any hearings on a disclosure statement and
          confirmation of a plan of reorganization, as each may
          be amended; and

       -- other miscellaneous notices as the Debtors or Court may
          deem necessary or appropriate for an orderly
          administration of the Debtors' bankruptcy;

   (b) within five business days after the service of a
       particular notice, file with the Clerk's Office a
       certificate or affidavit of service that includes:

       -- a copy of the notice served;

       -- a list of persons on whom the notice was served, along
          with their address; and

       -- the date and manner of service;

   (c) continue to provide necessary services in connection with
       balloting activities;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (e) service of pleadings as required by the Debtors;

   (f) if necessary, maintain official claims registers in these
       cases by docketing all proofs of claim and proofs of
       interest in a claims database that includes these
       information for each claim or interest asserted:

       -- the name and address of the claimant or interest holder
          and any agent, if the proof of claim or proof of
          interest was filed by an agent;

       -- the date the proof of claim or proof of interest was
          received by Trumbull or the Court;

       -- the claim number assigned to the proof of claim or
          proof of interest; and

       -- the asserted amount and classification of the claim;
          and

   (g) if necessary, provide these additional services relating
       to claims processing:

       -- implement necessary security measures to ensure the
          completeness and integrity of the claims registers;

       -- transmit to the Clerk's Office a copy of the claims
          registers on a weekly basis, unless requested by the
          Clerk's Office on a more or less frequent basis;

       -- maintain an up-to-date mailing list for all entities
          that have filed proofs of claim or proofs of interest
          and make that list available upon request to the
          Clerk's Office or any party-in-interest;

       -- provide access to the public for examination of copies
          of the proofs of claim or proofs of interest filed in
          the Debtors' cases without charge during regular
          business hours;

       -- record all transfers of claims pursuant to Bankruptcy
          Rule 3001(e) and provide notice of those transfers as
          required by Rule 3001(e), if directed to do so by the
          Court;

       -- comply with applicable federal, state, municipal, and
          local statues, ordinances, rules, regulations, orders,
          and other requirements;

       -- provide temporary employees to process claims, as
          necessary;

       -- promptly comply with further conditions and
          requirements as the Clerk's Office or the Court may at
          any time prescribe; and

       -- provide other claims processing, noticing, and related
          administrative services as the Debtors may request from
          time to time.

The Debtors will compensate Trumbull for certain services on an
hourly basis at these rates:

   Consulting Services                Rate per hour
   -------------------                -------------
   Administrative Support                      $55
   Data Specialist                       $65 - $80
   Assistant Case Manager                      $85
   Case Manager                        $100 - $125
   Automation Consultant                      $140
   Senior Automation Consultant        $155 - $175
   Operations Manager                  $110 - $185
   Consultant                                 $225
   Senior Consultant                   $245 - $300

For use of Trumbull's licensed software, the Debtors will pay a
License and Database Storage Fee every 30 days as it is in effect
for the month of usage.  The Debtors will also pay the hourly
rates billed on an incremental basis for any implementation,
training services or technical support provided as it is in
effect at the time the work is performed.

A full-text copy of the Trumbull Retention Agreement is available
for free at http://ResearchArchives.com/t/s?1b7

A full-text copy of the Rate Schedule is available for free at
http://ResearchArchives.com/t/s?1b8

Trumbull's fees and expenses incurred will be treated as an
administrative expense of the Debtors' estates and paid by the
Debtors in the ordinary course of business.  Trumbull will submit
to the Office of the United States Trustee, on a monthly basis,
copies of the invoices it submits to the Debtors for services
rendered.

William R. Gruber, Jr., vice president at Trumbull, assures the
Court that neither the firm nor any of its employees has any
connection with the Debtors, their creditors, or any other party-
in-interest.  Moreover, Trumbull is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
and it does not hold or represent any interest adverse to the
Debtors' estates.

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: Inks Seventh Amendment to Southwest Credit Pact
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Brian T. Hunt, senior vice president and general
counsel of ATA Holdings Corp., discloses that ATA Holdings and
Southwest Airlines Co. have entered into a seventh amendment to
their DIP Credit Agreement on September 2, 2005.

The parties agreed to extend the effective date of the Minimum
Consolidated EBITDARR and Minimum Adjusted EBITDARR financial
covenants from July 1, 2005, to September 1, 2005.  They also
agreed to adjust the minimum liquidity covenant.

The Air Transportation and Stabilization Board and Official
Committee of Unsecured Creditors has approved the Amendment,
Mr. Hunt says.

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Southwest Airlines Co. committed to provide ATA Airlines, Inc.,
with up to $47,000,000 in postpetition financing pursuant to a
Secured Debtor-in-Possession Credit and Security Agreement.

Southwest Airlines agrees to provide up to $40,000,000 in cash
plus a guaranty of up to $7,000,000 for amounts outstanding under
two separate loans made to ATA Airlines by the City of Chicago to
fund a jet bridge extension at Midway.

On a final basis, Judge Lorch authorized the Debtors to borrow up
to $47,000,000 from Southwest Airlines Co. pursuant to the terms
of the DIP Credit Agreement and pay all requisite fees and
expenses payable to or on behalf of Southwest Airlines.

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: Exchanging $350M Senior Notes for Registered Bonds
----------------------------------------------------------------
Beazer Homes USA, Inc., is offering to exchange up to $350 million
aggregate principal amount of its new 6.875% Senior Notes due 2015
for up to $350 million aggregate principal amount of its original
6.875% Senior Notes due 2015, which are currently outstanding.

The Exchange Offer will expire at 5:00 p.m., New York City time,
on Oct. 26, 2005, unless the Company extends the exchange offer.

                 Comparison With Original Notes

The New Notes will be freely transferable under the Securities Act
by holders who are not restricted holders.  The New Notes will be
identical in all material respects (including interest rate,
maturity and restrictive covenants) to the original notes, with
the exception that the new notes will be registered under the
Securities Act.

Holders of Original Notes who do not exchange their Original Notes
for New Notes in the exchange offer will not be able to reoffer,
resell or otherwise dispose of their Original Notes unless the
Original Notes are subsequently registered under the Securities
Act or unless an exemption from the registration requirements of
the Securities Act is available.  Accordingly, the liquidity of
the Original Notes will be adversely affected.

                       Terms of New Notes

Maturity

The New Notes mature on July 15, 2015.  The New Notes will
evidence the same debt as the Original Notes.

Interest

The Notes will bear interest at a rate of 6.875% per annum from
June 8, 2005.  Interest on the notes will be payable semi-annually
in cash on January 15 and July 15 of each year, commencing on
January 15, 2006.

Guarantees

The Notes will be guaranteed by all of the Company's significant
subsidiaries.  The guarantees will be unsecured obligations of the
Company's subsidiaries ranking equally with all their existing and
future unsecured debt that is not, by its terms, expressly
subordinated in right of payment to the guarantees.

Ranking

The Original Notes are, and the New Notes will be:

   * general unsecured senior debt obligations of the Company;

   * ranked equally in right of payment with all of the Company's
     existing and future unsecured senior debt;

   * senior in right of payment to all of the Company's future
     subordinated debt; and

   * effectively subordinated to any of the Company's secured debt
     to the extent of the value of the assets securing such debt.

At June 30, 2005, assuming the Company had issued the entire
$350 million aggregate principal amount of notes as of such date,
it would had, together with the subsidiary guarantors,
approximately $1.3 billion of debt, net of unamortized discount of
$19.5 million, outstanding.  Substantially all of this debt was
unsecured senior debt ranking equally in right of payment with
these notes and the related subsidiary guarantees.

U.S. Bank National Association is serving as exchange agent in
connection with the Exchange Offer.  Deliveries by hand,
registered, certified, first class or overnight mail should be
addressed to:

               U.S. Bank National Association
               60 Livingston Avenue, EP-MN-WS2N
               St. Paul, MN 55107
               Attention: Specialized Finance Department
               Reference: Beazer Homes USA, Inc. Exchange

For information with respect to the Exchange Offer, contact the
Exchange Agent at telephone number (800) 934-6802 or facsimile
number (651) 495-8158.

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

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.


BOYDS COLLECTION: Receives NYSE Non-Compliance Notice
-----------------------------------------------------
The Boyds Collection Ltd. (NYSE:FOB) reported that the Company
received notification from the New York Stock Exchange on
September 21, 2005, that the Company was not in compliance with
the NYSE's newly increased continued listing standards.  The Boyds
Collection Ltd. is considered "below criteria" by the NYSE because
the Company's average market capitalization was less than $75
million over a 30 trading-day period and its shareholders' equity
was less than $75 million and the average closing price of the
security was less than $1.00 over a consecutive 30 trading-day
period.

In accordance with the continued listing criteria set forth by the
NYSE, the Company intends to cure the share price and average
share back above $1.00 within six months or the next annual
shareholders meeting or be subject to suspension and delisting
procedure.  The Company intends to present a plan to the NYSE
within 45 days of its receipt of the notice, demonstrating how it
intends to comply with the other continued listing standards
within 18 months of its receipt of the notice.  The NYSE may take
up to 45 days to review and evaluate the plan after it is
submitted.  If the plan is accepted, the Company will be subject
to quarterly monitoring for compliance by the NYSE.  If the NYSE
does not accept the plan or if the Company is unable to achieve
compliance with the NYSE's continued listing criteria through its
implementation of the plan, the Company will be subject to NYSE
trading suspension and delisting, at which time the Company would
intend to apply to have its shares listed on another stock
exchange or quotation system.

Beginning today, September 29, 2005, the NYSE will make available
on its consolidated tape, a ".BC" indicator transmitted with the
Company's listing symbol to identify that the Company is below the
NYSE's quantitative continued listing standards.


The Boyds Collection, Ltd. -- http://www.boydsstuff.com/-- is a
leading designer and manufacturer of unique, whimsical and "Folksy
With Attitude(SM)" gifts and collectibles, known for their high
quality and affordable pricing.  The Company sells its products
through a large network of retailers, as well as at Boyds Bear
Country(TM) in Gettysburg, Pennsylvania and Pigeon Forge,
Tennessee -- "The world's most humongous teddy bear store."
Founded in 1979, the Company was acquired by Kohlberg Kravis
Roberts & Co. in 1998 and is traded on the NYSE under the symbol
FOB.

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Moody's Investors Service downgraded the debt ratings of The Boyds
Collection, Ltd. following the company's release of weak first
half 2005 earnings and cash flows.  Boyds has been unable to
generate sufficient momentum in its new gift item and retail
strategies to offset the continued material declines in its
traditional higher-margin wholesale business.  The company has
covered cash shortfalls with increased debt, drawing significantly
on its $20 million revolving credit facility, and faces
constrained borrowing access and the potential acceleration of its
debt obligations over the coming quarters.  The rating action
reflects the potential for material principal loss, as Boyds may
need to seek debt relief in order to continue its attempted
turnaround strategies.  The outlook remains negative.

These ratings were downgraded:

   * Corporate family rating (formerly called "senior implied
     rating"), to Caa3 from B3;

   * $34 million 9% senior subordinated notes due May 15, 2008,
     downgraded to C from Caa3.


BROADBAND OFFICE: Judge Sleet Confirms Amended Liquidating Plan
---------------------------------------------------------------
The Honorable Gregory M. Sleet of the U.S. Bankruptcy Court for
the District of Delaware confirmed the Amended Joint Liquidating
Plan filed by Broadband Office, Inc.  Judge Sleet confirmed the
Amended Joint Liquidating Plan on Sept. 8, 2005.

               Treatment of Claims and Interests

As reported in the Troubled Company Reporter on Aug. 12, 205, the
Amended Plan groups claims and interests into five classes.

Unimpaired Claims consist of:

   1) Allowed Secured Claims will receive the Debtor's interest in
      property securing those Claims or will receive cash equal to
      Allowed Secured Claims after the Effective Date and the date
      those Claim becomes an Allowed Secured Claim, or within 10
      days thereafter; and

   2) Allowed Priority Claims will receive a Pro Rata portion of a
      cash distribution reasonably determined based on the amount
      of available Assets after payment in full of all Allowed
      Administrative Claims and after the establishment of
      appropriate reserves under the Plan.

Impaired Claims consist of:

   1) Allowed Unsecured Claims will receive a Pro Rata portion of
      the funds available for distribution to Holders of those
      Claims, and when additional funds are available to pay some
      or all of those Claims, the Reorganized Debtor will make
      additional periodic cash distributions to the Holders of
      Allowed Unsecured Claims on a Pro Rata basis;

   2) BBO Preferred Stock Interests will be cancelled on the
      Effective Date and distribution of any kind will be made on
      account of those Interests under the Plan; and

   3) BBO Common Stock Interests will be cancelled on the
      Effective Date and no distribution of any kind will be made
      on account of those Interests under the Plan.

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

   http://www.researcharchives.com/bin/download?id=050811024334

A full-text copy of the Amended Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050811024727

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


CATHOLIC CHURCH: No Bar Date Extension for Six Portland Claimants
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 26, 2005,
D.B.W. filed a standard proof of claim, alleging that while a
minor, three Roman Catholic priests sexually abused him:

   * Fr. Maurice Grammond,
   * Fr. James Harris, and
   * Fr. Bernard Harris.

Two of the priests were working in parishes in the Archdiocese of
Portland in Oregon and the third was a member of the Oregon
Jesuit order.

On May 6, 2005, four of D.B.W.'s siblings filed standard proofs of
claim, alleging that one or more of the priests had also sexually
abused them as children.  Subsequent to that date, D.B.W.'s
remaining two siblings have come forward with memories of their
own abuse by one or more of the priests.

By this motion, the six siblings asked the U.S. Bankruptcy Court
for the District of Oregon for leave to file proofs of claim after
the Claims Bar Date.

D.B.W. and his siblings are represented in Portland's case by
Daniel J. Gatti, Esq., at Gatti, Gatti, Maier, Krueger, Sayer and
Associates, in Salem, Oregon, and Erin K. Olson, Esq., in
Portland.

                         Portland Objects

Although the six siblings of D.B.W. state they seek an enlargement
of the bar date, the Archdiocese of Portland in Oregon contends
that the Claimants are actually requesting to be:

    (1) defined as present claimants rather than "Future
        Claimants"; and

    (2) excused from the requirement to file their claims by the
        April 29, 2005, Bar Date set by the U.S. Bankruptcy Court
        for the District of Oregon, based on alleged "excusable
        neglect."

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, says given the very thin record provided by the six
siblings, the Court has an insufficient basis to grant the request
under applicable law.

Mr. Stilley notes that the six siblings must prove that the Court
should extend the Bar Date "for cause shown" as provided in Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure.
Pursuant to Bankruptcy Rule 9006(b)(1), the six siblings must
likewise establish that the failure to file a claim before the
Bar Date was the result of "excusable neglect."

However, Mr. Stilley argues, in the circumstances presented in
their request, the six siblings have not made a case "for cause"
as provided in Rule 3003.  The six siblings have also failed to
supply the Court with the information necessary to make a finding
that the failure to act on their claims was a result of "excusable
neglect," he adds.

The six siblings have alleged no other grounds other than
"successfully repressed or suppressed" memory to establish
"excusable neglect," Mr. Stilley notes.  Cases decided within this
subject area often concern inadequate notice of a bar date.
However, Mr. Stilley says, the six siblings fail to mention the
issue of receipt or non-receipt of publication notices or how they
were untouched by the prevalent, ongoing, frequent, and highly-
charged media attention given to the subject of alleged clergy
sexual abuse, child sexual abuse in general, settlements reached
between Portland and claimants prior to the Petition Date, and the
filing of the Chapter 11 case.

Accordingly, Portland believes that the six siblings' request
should be denied.

                           *     *     *

The Court denies the six tort claimants' request "without
prejudice in the event that ultimately future claims based on
repressed or suppressed memory are categorically denied on the
basis that there is not adequate science to support such claims."

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)


CERVANTES ORCHARDS: Court Approves Gilbert Orchards Financing Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
granted Cervantes Orchards and Vineyards LLC's request to enter
into a post-petition financing agreement with Gilbert Orchards.

Gilbert has agreed to lend Cervantes up to:

    -- $410,000 for crop harvesting (the cost of the fruit picking
                and packing might be as low as $375,000); and

    --  $70,000 for fertilization, payroll taxes, insurance,
                debt service and other incidental expenses.

The funds from Gilbert Orchards will be used to harvest, process
and distribute the Debtor's crops.  Pursuant to a contract,
Gilbert Orchards will advance funds necessary to harvest, haul,
process, distribute and sell crops.  Gilbert Orchards will also
advance funds to maintain the orchards that are incidental to
harvesting and prepare the orchards for the winter.

Pursuant to section 364(d) of the Bankruptcy Code, Gilbert
Orchards is granted a first priority security interest and lien on
any 2005 crops delivered to Gilbert by the Debtor to secure all
funds advanced by 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 estimated assets between $10 million to
$50 million and estimated debts between $1 million to $10 million.


CHARTER COMMS: 81% of Noteholders Accept Private Debt Swap
----------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) disclosed the final
results of the offers by its subsidiaries, CCH I, LLC, and CCH I
Holdings, LLC, to exchange any and all of the approximately
$8.43 billion aggregate principal amount of outstanding debt
securities of Charter Communications Holdings, LLC, in a private
placement for new debt securities.

As of 12:00 midnight Eastern Time, Monday, Sept. 26, 2005,
approximately $6.86 billion in total principal amount of Old Notes
(approximately 81%) had been validly tendered, consisting of
approximately $3.39 billion aggregate principal amount of Old
Notes that mature in 2009 and 2010 and approximately $3.47 billion
aggregate principal amount of Old Notes that mature in 2011 and
2012.

Approximately $3.53 billion principal amount of new 11.00% Senior
Secured Notes due 2015 of CCH I and approximately $2.53 billion in
aggregate principal amount of various series of Senior Accreting
Notes due 2014 and 2015 of CIH are expected to be issued and
approximately $776 million aggregate principal amount of Old 2009-
2010 Notes and approximately $883 million aggregate principal
amount of Old 2011-2012 Notes will remain outstanding.  The
settlement date for the offers is expected to be September 28,
2005, subject to the terms and conditions contained in the
documents relating to the offers.

"The successful results of these private exchange offers mark
another significant step in our plans to extend debt maturities
and reduce our indebtedness," said Neil Smit, Charter President
and Chief Executive Officer.  "We've further improved Charter's
financial flexibility, providing increased opportunity to achieve
our goal to be the premier provider of in-home entertainment and
communications services in every market we serve."

The table shows the principal amount of each series of Old 2009-
2010 Notes tendered by the expiration date, the principal amount
of new CCH I Notes expected to be issued and the principal amount
of Old 2009-2010 Notes expected to remain outstanding subsequent
to settlement.

              Principal Amount
CUSIP          Outstanding     Title of the Old 2009-2010 Notes
---------- ------------------  --------------------------------
16117PAE0     $1,244,067,000   8.625% Senior Notes due 2009
16117PAK6        640,437,000   10.00% Senior Notes due 2009
16117PAT7        874,000,000   10.75% Senior Notes due 2009
16117PAZ3        639,567,000   9.625% Senior Notes due 2009
16117PAL4        318,195,000   10.25% Senior Notes due 2010
16117PAM2        449,500,000   11.75% Sr. Discount Notes due 2010
               --------------
    Total      $4,165,766,000

                                                        Principal
                                                        Amount of
                                 Principal Amount    Old Notes to
              Principal Amount   of New CCH I Notes        Remain
CUSIP             Tendered          to be Issued      Outstanding
------------  ----------------   ------------------  ------------
16117PAE0       $952,107,000        $790,137,000     $291,960,000
16117PAK6        486,269,000         417,511,000      154,168,000
16117PAT7        743,152,000         639,972,000      130,848,000
16117PAZ3        532,227,000         441,015,000      107,340,000
16117PAL4        269,360,000         223,179,000       48,835,000
16117PAM2        406,321,000         350,911,000       43,179,000
              --------------      --------------     ------------
   Total      $3,389,436,000      $2,862,725,000     $776,330,000


The table shows the principal amount of each series of Old 2011-
2012 Notes tendered by the expiration date, the principal amount
of new CCH I Notes expected to be issued, the principal amount of
new CIH Notes expected to be issued, and the principal amount of
Old 2011-2012 Notes expected to remain outstanding subsequent to
settlement.

            Principal Amount
  CUSIP         Outstanding   Title of the Old 2011-2012 Notes
  -----       -------------   --------------------------------
16117PAV2      $500,000,000   11.125% Sr. Notes due 2011
16117PAF7     1,108,180,000   9.920% Sr. Discount Notes due 2011
16117PBB5       709,630,000   10.00% Sr. Notes due 2011
16117PBD1       939,306,000   11.75% Sr. Discount Notes due 2011
16117PAW0       675,000,000   13.50% Sr. Discount Notes due 2011
16117PBH2       329,720,000   12.125% Sr. Discount Notes due 2012
             --------------
   Total     $4,261,836,000


                                                         Principal
                         Principal      Principal    Amount of Old
             Principal   Amount of New  Amount of New        Notes
             Amount      CCH I Notes    CIH Notes        to Remain
   CUSIP     Tendered    to be Issued   to be Issued   Outstanding
   -----     ----------- ------------  -------------  ------------
16117PAV2   $311,907,000 $105,394,000   $150,704,000  $217,297,000
16117PAF7    939,659,000  343,479,000    470,907,000   197,562,000
16117PBB5    580,339,000  213,402,000    299,098,000   136,718,000
16117PBD1    830,812,000            -    814,590,000   124,641,000
16117PAW0    588,921,000            -    580,671,000    94,329,000
16117PBH2    220,978,000            -    216,719,000   112,862,000
          -------------- ------------ --------------  ------------
   Total  $3,472,616,000 $662,275,000 $2,532,689,000  $883,409,000

Based upon the final results of the offers, the Old 2011-2012
Notes tendered for CCH I Notes are expected to be pro rated (in
accordance with the terms of the offers) on these terms:

   -- Approximately 51% of the 11.125% Senior Notes due 2011,
      9.92% Senior Discount Notes due 2011 and 10.00% Senior Notes
      due 2011 tendered for CCH I Notes are expected to be
      exchanged for CCH I Notes;

   -- None of the 11.75% Senior Discount Notes due 2011, 13.50%
      Senior Discount Notes due 2011 and 12.125% Senior Discount
      Notes due 2012 tendered for CCH I Notes are expected to be
      exchanged for CCH I Notes; and

   -- Approximately $94 million principal amount of Old 2011-2012
      Notes tendered for the CCH I Note option (with an election
      to have the Old Notes returned in the event of proration)
      are expected to be returned.

Charter Communications, Inc. -- http://www.charter.com/-- a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM), Charter High-Speed(TM) Internet service and
Charter Telephone(TM).  Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions to
organizations of all sizes through business-to-business Internet,
data networking, video and music services.  Advertising sales and
production services are sold under the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Charter Communications Holdings LLC on
CreditWatch with negative implications.  Charter Holdings is a
subsidiary of St. Louis, Missouri-based cable TV system operator
Charter Communications Inc., which had consolidated debt of about
$19.5 billion as of June 30, 2005 (pro forma for the August 2005
issue of $300 million, 8.75% senior notes).

The CreditWatch listing follows Charter's announcement of an
exchange offer for about $8.4 billion of various notes issued by
Charter Holdings due between 2009 and 2012 for about $6.9 billion
in accreted value of various new notes due in 2014 and 2015.  The
'CCC-' ratings on these issues also were placed on CreditWatch
with negative implications.  The 'B-3' short-term rating on the
parent company and other debt issues not part of the exchange
offer were affirmed.

"The exchange transactions will reduce onerous maturity pressure
on Charter," said Standard & Poor's credit analyst Eric Geil.
"However, we will view completion of any of the exchanges as
tantamount to a default on the original debt issue terms because
of the discount to par and the maturity extensions," he continued.

Upon completion of any exchange transactions, Standard & Poor's
will lower the corporate credit rating on Charter Holdings to 'SD'
to indicate a selective default, and lower the ratings on the
affected issues to 'D'.  Subsequently, Standard & Poor's expects
to reassign the corporate credit rating at 'CCC+'.  The new notes
would receive a 'CCC-' rating and any remaining Charter Holdings
notes also would be rated 'CCC-'.


CHASE MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Fitch rates Chase Mortgage Finance Trust's $582.7 million mortgage
pass-through certificates, series 2005-S2:

     -- Classes A-1 through A-29, A-P, A-X, and A-R (senior
        certificates) 'AAA';

     -- Class M certificates ($14.5 million) 'AA';

     -- Class B-1 certificates ($4.5 million) 'A';

     -- Class B-2 certificates ($2.6 million) 'BBB';

     -- Privately offered class B-3 certificates ($1.5 million)
        'BB';

     -- Privately offered class B-4 certificates ($1.1 million)
        'B';

     -- Privately offered class B-5 ($1.5 million) certificates
        are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.45%
subordination provided by the 1.95% class M, the 0.60% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.20% privately offered
class B-5 certificate.  Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as well
as bankruptcy, fraud, and special hazard losses in limited
amounts.  In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the primary servicing capabilities of
JPMorgan Chase Bank, N.A. (rated 'RPS1' by Fitch).

The trust consists of 1,343 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $744,001,583, as of the cut-off date, Sept.
1, 2005.  The mortgage pool has a weighted average OLTV of 68.75%
with a weighted average mortgage rate of 5.887%.  The weighted-
average FICO score of the loans is 739.  The average loan balance
is $553,985, and the loans are primarily concentrated in
California (37.8%), New York (14.9%), and Florida (6.9%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Wachovia Bank, N.A. will serve as trustee.  Chase Mortgage Finance
Corporation, a special purpose corporation, deposited the loans in
the trust that issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


CHESAPEAKE ENERGY: S&P Lifts Ratings to BB & Put on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on independent oil and gas exploration and production
company Chesapeake Energy Corporation to 'BB' from 'BB-', and
affirmed its 'B1' short-term rating.  The outlook was revised to
stable from positive.  Oklahoma City-based Chesapeake has about
$4.3 billion in debt.

The ratings action is based on the company's solid operating
performance, increased operational scale and favorable
intermediate term fundamentals for producers in the domestic
natural gas market.  Pro forma for recent acquisitions,
Chesapeake's proved reserve base is nearly six trillion cubic feet
equivalent.  Standard & Poor's views Chesapeake's business profile
as satisfactory, with a reserve base that compares favorably with
some investment-grade rated exploration and production companies.

Chesapeake's growth strategy is to aggressively consolidate in its
operating regions.  Thus far in 2005, the company has spent over
$1.8 billion on assets primarily in the Mid-Continent, the Permian
Basin, and South Texas.  While there is the risk that the company
will overpay for assets or harm its cost structure, Chesapeake has
a good track record of integrating assets and generally stays
focused on its core operating regions where management has
considerable operational expertise and insight.

Another key component of the company's strategy is to grow through
the drillbit in its core operating regions, where it can benefit
from its increasing scale.  The company is the leading domestic
driller in the first half of 2005.

"Standard & Poor's anticipates the company will continue to
benefit from high commodity prices and generate cash flow to fund
its active drilling program," said Standard & Poor's credit
analyst David Lundberg.  "It is expected that future acquisitions
will continue to be financed using Chesapeake's general 50%/debt
50% equity philosophy, and large debt-financed acquisitions that
are beyond management's stated leverage targets could prompt a
negative ratings action," he continued.  Strong operating metrics,
meaningful debt reduction, and adherence to a moderate financial
policy could result in a positive ratings action.


CITIZENS COMMS: Fitch Affirms BB Rating on Senior Unsecured Debt
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Citizens
Communications Company's senior unsecured debt securities and the
'BB-' rating on Citizens Utilities Trust's 5% company-obligated
mandatorily redeemable convertible preferred securities due 2036.
Citizens' Rating Outlook is Stable.

The ratings incorporate expectations for relatively flat operating
performance in terms of revenues and EBITDA growth in Citizens'
core rural local exchange business and its prospects for
relatively stable cash flows.  Over the next couple of years,
moderate reductions in debt are expected as Citizens has committed
to retire maturing debt in 2006 and 2007, amounting to $228
million and $37 million, respectively, from cash on hand and cash
flow.  These positives are balanced against the cash requirements
of its dividend and $250 million stock repurchase program, as well
as leverage that is greater than the industry norm.

Citizens' rural wireline operations have been less affected by
competition than the operations of its urban-based peers.
Citizens' total telecommunications revenue declined 1.9% in the
first half of 2005 relative to the prior period, and EBITDA was
relatively stable, as it grew 0.7% in the first half of 2005 to
approximately $570 million (excluding the management succession
and strategic alternative charges in 2004).  Year over year,
access lines declined 3.7% to 2.28 million but were more than
offset by the addition of 103,000 digital subscriber line
subscribers.

Rochester, N.Y. represents Citizens' largest non-rural market and
Citizens faces competition from Time Warner Cable's voice-over-
Internet protocol offering, which was launched in mid-2004.  Thus
far, Citizens has reported modest access line losses to Time
Warner, and access line losses do not appear to be accelerating.
Fitch estimates the Rochester market represents approximately 12%
of Citizens' total revenues.  Competition has been less intense in
Citizens' other markets and has primarily taken the form of
wireless substitution and competition in the high-speed data
services market.

Citizens' gross debt-to-last 12 months operating EBITDA was 3.7
times (x) at the end of the second quarter of 2005, and Fitch
expects it to be relatively stable in 2005 and over the next
several years.  In the intermediate term, Citizens' cash flows
could be pressured by reforms to the universal service program
(the current program expires in mid-2006), and the inter-carrier
compensation structure in the industry (currently under review by
the Federal Communications Commission).  Policymakers are
generally supportive of rural carriers but the outcome of reforms
is uncertain.

Citizens' liquidity is good, as evidenced by $369 million in cash
and cash equivalents on June 30, 2005.  Currently, the company has
debt maturities of approximately $228 million and $37 million in
2006 and 2007, respectively.  Although the company expects to
retire its 2006 and 2007 maturities from cash flow and cash on
hand, Fitch notes the amount of maturing debt is also manageable
within the capacity of the company's current, undrawn $250 million
five-year credit facility, which was entered into on Oct. 29,
2004.


COLLATERALIZED SYNTHETIC: S&P Junks Jr. Mezzanine Class Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CC' from
'CCC-' on the junior mezzanine class of notes from Collateralized
Synthetic Obligation's credit default swap series 2000-1.
Concurrently, the rating is removed from CreditWatch with negative
implications, where it was placed April 23, 2004.

The rating action reflects a recent credit event in the reference
portfolio that is likely to cause the junior mezzanine class to
have a shortfall once the final valuation is received.

       Rating Lowered & Removed From CreditWatch Negative

        Collateralized Synthetic Obligation Series 2000-1

                                          Rating
                                          ------
              Class                    To      From
              -----                    --      ----
        Junior mezzanine notes         CC      CCC-/Watch Neg

                    Other Outstanding Ratings

        Collateralized Synthetic Obligation Series 2000-1

                  Class                  Rating
                  -----                  ------
                  Senior notes           BBB+
                  Mezzanine notes        B


CRAWFORD DOOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Crawford Door Sales of Ypsilanti, Inc.
        151 Airport Industrial Drive
        Ypsilanti, Michigan 48198

Bankruptcy Case No.: 05-73241

Type of Business: The Debtor first filed for chapter 11
                  protection on Dec. 19, 2001 (Bankr. E.D. Mich.
                  Case No. 01-64700).

Chapter 11 Petition Date: September 28, 2005

Court: Eastern District of Michigan (Detroit)

Debtor's Counsel: Sandra A. Hazlett, Esq.
                  Hazlett & Associates, P.C.
                  3830 Packard, Suite 180
                  Ann Arbor, Michigan 48108
                  Tel: (734) 973-0905

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

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


CRYSTAL CASCADES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Crystal Cascades Civil, LLC
        2640 Las Vegas Boulevard North
        Las Vegas, Nevada 89030

Bankruptcy Case No.: 05-20550

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: September 28, 2005

Court: District of Nevada (Las Vegas)

Debtor's Counsel: James D. Greene, Esq.
                  Schreck Brignone
                  300 South Fourth Street #1200
                  Las Vegas, Nevada 89101
                  Tel: (702) 382-2101
                  Fax: (702) 382-8135

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Internal Revenue Service                $940,068
c/o Rollin Thorley
110 City Parkway
Las Vegas, NV 89106

Hughes Supply Inc.                      $500,000
855 West Bonanza Road
Las Vegas, NV 89106

Hughes Supply Inc.                      $500,000
855 West Bonanza Road
Las Vegas, NV 89106

Hughes Supply Inc.                      $158,546
855 West Bonanza Road
Las Vegas, NV 89106

All Steel                               $149,765
3111 South Valley View #311B
Las Vegas, NV 89102

American Express                        $100,000
P.O. Box 0001
Los Angeles, CA 90096

Nevada Sec Employment                    $90,000

Allen Drilling                           $88,841

Heavy Duty LLC                           $62,120

Werdco                                   $59,753

Concrete Pumping                         $59,553

Casino Ready Mix                         $49,834

Whitecap                                 $48,408

Inquipco                                 $46,806

National Waterworks                      $46,676

Thomas Sullivan, Jr.                     $30,877

Continental Bridge                       $29,725

Converse Consultants                     $28,290

Rockway Precast                          $28,006

Goodman Brown & Premsuit                 $26,606


CYCLELOGIC INC: Court Delays Entry of Final Decree to Dec. 23
-------------------------------------------------------------
The Honorable Peter J. Walsh of U.S. Bankruptcy Court for the
District of Delaware further delayed the automatic entry of a
final decree in CycleLogic, Inc.'s chapter 11 case to Dec. 23,
2005.  The deadline for the filing a final report and accounting
is further extended to Dec. 9, 2005.

As reported in the Troubled Company Reporter on July 25, 2005, Ana
Maria Lozano-Stickley, the Liquidation Trustee overseeing the
liquidation trust established for CycleLogic, Inc.'s estate, asked
the Court to delay the automatic entry of a final decree closing
the Debtor's chapter 11 case to Sept. 23, 2005.  The Liquidation
Trustee also asked that the deadline for the filing of a final
report and accounting be extended to Sept. 8, 2005.

The Liquidating Trustee reminds the Court that an order granting
the motion was entered on Aug. 9, 2005.

             Motion to Delay Entry of Final Decree

On Sept. 8, 2005, the Liquidating Trustee asked the Court for
another delay in the entry of a final decree.  The Liquidating
Trustee told the Court that she needed more time to ensure that
she had a full opportunity to continue to prosecute or resolve
claims and other matters.  Delaying the entry of a final decree
would ensure that maximum distributions are made under the Plan to
actual creditors and in the appropriate amounts, the Liquidating
Trustee said.

The Liquidating Trustee also told the Court that an extension for
filing the final report and accounting was warranted due to these
two reasons:

    (a) a final report and accounting will not be accurate until
        the claims' administration process has come to a
        conclusion;

    (b) the Liquidating Trustee has not made any distribution
        under the Plan because she has not completed the claims'
        reconciliation process and has not otherwise completed her
        efforts to maximize value for unsecured creditors.

The Liquidating Trustee said that delaying the entry of a final
decree and extending the deadline to file a final report and
accounting is in the best interest of the Debtor's estate, its
creditors and other parties-in-interest.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider. The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881). Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor represents the Debtor.  When the Company filed
for protection from its creditors, it listed assets of more than
$100 million and debts of over $10 million.


DAP HOLDING: Hermanus Touw Files Sec. 304 Petition in S.D.N.Y.
--------------------------------------------------------------
Hermanus Johannes Touw, the Scheme Manager appointed in DAP
Holding, N.V., and its debtor-affiliates restructuring pursuant to
a Scheme of Arrangement, filed a Section 304 petition in the U.S.
Bankruptcy Court for the Southern District of New York on Sept.
27, 2005.  Mr. Touw filed the petition to enjoin U.S. creditors
from commencing or continuing any action or proceeding against the
Debtors' estates, or otherwise disrupting the Debtors'
restructuring proceedings in the United Kingdom.

DAP and its affiliates are incorporated in The Netherlands and
operating as a pool of insurers known as the Dutch Aviation Pool.
DAP conducted business in the United Kingdom through the London
insurance market.  DAP has assets in the United Kingdom, in the
form of reinsurance recoveries due from London market
participants, and in the United States, in the form of substantial
reinsurance receivables as well as securities and other financial
assets.

                  Subordinated Loan Agreement

On Jan. 13, 1997, a consortium of lenders led by Fortis Bank
Nederland N.V. committed to DAP a ten-year loan of NLG 24,850,000
and US$6,000,000 due in January 2007.  Under the terms of the loan
agreement, the principal amount of the loan is subordinated to all
of DAP's other present and future unsubordinated debts.  As of
Dec. 31, 2004, DAP owed US$6 million to Fortis Bank.

                    Scheme of Arrangement

The Debtors ceased writing new insurance business and went into
run-off as of Jan. 1, 1997.  Mr. Touw says the Debtors became
technically insolvent at 2001 year-end, partly as a result of
liabilities arising from the Sept. 11 attacks in the United States
and DAP's shareholders were unwilling to commit further capital to
the Company.  In May 2003, the Dutch insurance regulator, De
Nederlandsche Bank, was appointed a "Stille Curator", or a silent
administrator, pursuant to Sec. 54(4) of the Dutch Act on the
Supervision of the Insurance Industry of 1993.  The Stille
Curator's role was to monitor and assist in the preparation of a
plan of reconstruction or refinancing for DAP.

In order to conduct a shorter run-off of their insurance
liabilities, the Debtors proposed a scheme of arrangement in the
High Court of Justice of England and Wales on Aug. 5, 2005.

A Scheme is a compromise or arrangement under English law (Section
425 Companies Act 1985) between a company and its creditors or any
of its classes.  It is similar to a United States plan of
reorganization.

Creditors representing between 88.88% and 99.35% in value and
between 75% and 94.37% in number overwhelmingly voted in favor of
the schemes at a Court-approved meeting of creditors on Sept. 15,
2005.  As a result, the English High Court sanctioned the scheme
on Sept. 26, 2005.

Mr. Touw tells the Court that the purpose of the Sec. 304 petition
is to effect a restructuring of the Debtors' insurance business in
accordance with the Scheme.

Section 304 of the U.S. Bankruptcy Code was specifically designed
to assist foreign representatives in the performance of its
duties.  It provides that a U.S. bankruptcy court, upon the filing
of a petition by a foreign representative, may enjoin the
commencement or continuation of any action against the debtor in a
foreign proceeding or its property, and may order the turnover of
the foreign debtor's property to a foreign representative.

Headquartered in The Netherlands, DAP Holding, N.V., and its
affiliates operated direct insurance and reinsurance businesses
including 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.

Hermanus Johannes Touw, in his capacity as the foreign
representative appointed in the Debtors' restructuring proceedings
in United Kingdom, filed a Sec. 304 petition on Sept. 27, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-18816).  Gregory M. Petrick,
Esq., Ingrid Bagby, Esq., and David Neiman, Esq., at Cadwalader,
Wickersham & Taft LLP, represent the Foreign Representative.  When
Mr. Touw filed the U.S. ancillary proceeding, he estimated the
Debtors' assets and debts at more than $100 million.


DELPHI CORP: Continues Restructuring Talks with General Motors
--------------------------------------------------------------
Delphi Corp. (NYSE: DPH) continues to be in discussions with its
major unions and General Motors Corp. concerning a comprehensive
restructuring designed to address Delphi's existing U.S. legacy
liabilities and the resulting high-cost structure of its U.S.
operations going forward.

"While I'm pleased that we continue to be in discussions on a
consensual restructuring, as everyone is aware we have been
working on this for quite some time and our board is committed to
achieving a successful restructuring of Delphi, one way or
another," Robert S. "Steve" Miller, Delphi's chairman and CEO,
said.

Delphi also stated that, until a path is chosen for implementing
its restructuring, it does not intend to comment further on these
matters.

                          Skadden Arps

Bill Vlasic at The Detroit News reported yesterday that Delphi's
hired Jack Butler at Skadden, Arps, Slate, Meagher & Flom "to
analyze legal options available to the struggling auto parts
maker."

"Butler has been advising me on my strategic alternatives," Mr.
Miller told Mr. Vlasic in an interview.  "There are two paths we
can take," Mr. Miller continued.  "One is not to file, and one is
to file.  When you are in the red zone, you need to know all the
ins and outs of Chapter 11."

                          $6 Billion

John Lippert and Jeff Bennett at Bloomberg News, citing unnamed
people familiar with the situation as their source, report that
Delphi has told General Motors a $6 billion aid package from the
automaker will stop (or stall) a chapter 11 filing by the parts
supplier.  GM, in turn, is looking to the United Auto Workers
union to cut health care costs by $5.6 billion per year, Messrs.
Lippert and Bennett report.

Delphi is a 1999 spin-off from General Motors.  While General
Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.

Chapter 11 bankruptcy filing by suppliers aren't new to the Big 3
automakers, but with $17 billion in assets, $21 billion in
liabilities, and $20 billion in annual revenues, a chapter 11
filing by Delphi Corp. would set a record in the automobile
industry.

"My understanding is that companies in Chapter 11 continue to
operate and make products," GM Vice Chairman Bob Lutz said at a
media briefing on the new Tahoe last week, according to Mr.
Vlasic.

                  Credit Protection Cost Soars

The cost of a credit default swap to insure $10 million of Delphi
Corp. senior debt for a one-year period cost $300,000 six months
ago.  This month, the cost blew past the $2,000,000, $3,000,000
and $4,000,000 marks.

"The possibility of a Delphi Corp. bankruptcy-law filing
remains more likely than not," John Kollar at HSBC Securities
wrote in a research report last week, adding that "it is
impossible to know with any reasonable degree of certainty where
negotiations stand."

Delphi Corp. -- http://www.delphi.com/-- is the world's
largest automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.  Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil.  Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

At June 30, 2005, Delphi Corporation's balance sheet showed
a $4.56 billion stockholders' deficit, compared to a
$3.54 billion deficit at Dec. 31, 2004.  Standard & Poor's,
Moody's, and Fitch have put their junk ratings on Delphi's debt
securities.


DELTA AIR: Court Okays Payment of Prepetition Fuel Obligations
--------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates use fuel for their
airline operations.  They purchase approximately 5.8 million
barrels of jet fuel per month from third-party suppliers.

Epsilon Trading, Inc., a debtor-subsidiary of Delta Air Lines,
Inc., operates its own fuel supply and trading business.  Delta
purchases approximately 45% of its fuel from Epsilon and the
remaining fuel from third-party suppliers.

A small portion of the Debtors' jet fuel purchases is conducted
for the purpose of resale to third parties.  The Debtors engage in
resale activities for inventory management purposes or for profit.

A substantial portion of the Debtors' fuel is shipped from the
Gulf of Mexico through a series of common carrier pipelines across
the United States to various third party storage facilities
located near the Debtors' major terminal hubs.

                   Advance Payments For Fuel

The Debtors purchase jet fuel from suppliers pursuant to fuel
supply contracts.  Majority of the purchases are made by advance
payments by wire transfer to approximately 40 fuel suppliers.
The Debtors' aggregate advance wire payments to the suppliers
average approximately $104 million per week.

The Debtors' remaining fuel purchases are made on account and paid
in arrears to certain other fuel suppliers.  The Debtors pay these
suppliers approximately $4 million per month.  The Debtors have
not computed the outstanding amounts due to these suppliers as of
the Petition Date.

             Pipeline and Storage Service Providers

The Debtors use national and regional pipelines to transport fuel
from the point of purchase in the Gulf of Mexico across the
country to various storage facilities.  The Debtors also use the
storage facilities provided by various providers.

Amounts owed by the Debtors to the Pipeline and Storage Providers
average approximately $3 million per month, approximately 90% of
which are paid in advance.  The Debtors have not computed the
amounts owed to these Providers as of the Petition Date.

                        Fuel Consortia

The Debtors have ownership interests in approximately fifteen fuel
consortia and are party to approximately 30 fuel committee cost-
sharing cooperatives.

The Fuel Consortia lease, operate and manage fuel storage
facilities and, in some instances, related airport hydrant
distribution systems, in which carriers and fuel suppliers store
their fuel in one or more commingled fuel tanks located at or near
airports.  The Debtors and the other Fuel Consortia members pay a
fee to the fuel facility service providers for their services in
connection with the Fuel Consortia.

Amounts owed by the Debtors to the Fuel Consortia average
approximately $2 million per month.

                  Into-Plane Service Contracts

The Debtors are parties to certain into-plane fueling service
agreements pursuant to which third parties transport jet fuel from
the airport storage facilities located at or near airport
terminals to the Debtors' aircraft.

At a number of airports, the Debtors are required to pay a
separate charge to the airport for transporting jet fuel through
the airport storage facilities.

Amounts owed by the Debtors to the Into-Plane Service Providers
average approximately $4.8 million per month, approximately 50% of
which are paid in advance.  The Debtors have not computed their
outstanding amounts due prepetition to these Providers.

                 Other Fuel Service Arrangements

The Debtors are parties to certain other arrangements by which
numerous third parties provide a variety of services to them in
connection with the purchase, sale and movement of fuel,
including, among other things, fuel transportation and brokerage-
related services.  Amounts owed by the Debtors to third parties
under the Other Fuel Service Arrangements average approximately
$12,500 per month.  The Debtors' unpaid prepetition obligations
under these Arrangements are de minimis.

                Debtors Will Honor Fuel Contracts

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
asserts that the Debtors' existing fuel arrangements are critical
to their operations and reorganization efforts.  Absent these
arrangements, he says, the Debtors would have inadequate access to
fuel and no infrastructure through which to distribute it.

The Debtors sought and obtained the U.S. Bankruptcy Court for the
Southern District of New York's authority to pay any prepetition
outstanding obligations and continue honoring, performing and
exercising their rights and obligations to the
Third Parties.

Judge Beatty allows the Prepaid Fuel Suppliers and the Pipeline
and Storage Providers to whom payments were made prepetition to
apply the prepayments or credits to jet fuel and pipeline and
storage facility usage occurring before or after the Petition
Date.

To the extent necessary, the Court modifies the automatic stay
under Section 362 of the Bankruptcy Code and allows the Prepaid
Fuel Suppliers and the Pipeline and Storage Providers to exercise
their setoff rights under Section 553 of the Bankruptcy Code to
allow the application of the prepayments and the credits.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Court Okays Payment of Foreign Vendors' Claims
---------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates sought and obtained
the U.S. Bankrupt Court for the Southern District of New York's
authority to pay or honor prepetition obligations to foreign
creditors in the ordinary course of business.

Judge Beatty permits banks to receive, process, honor and pay
checks or electronic transfers used by the Debtors to pay those
obligations.

The Debtors provide international flight service to over 35
countries around the world, with over 7.1% of their annual flight
operations initiated or terminated outside the United States.

According to John Fouhey, Esq., at Davis Polk & Wardwell, in New
York, during the seven-month period from January to July 2005, the
Debtors' revenues from international operations were approximately
$1.63 billion, constituting approximately 20.7% of their total
revenues.

In connection with their international business, the Debtors rely
on foreign vendors to supply various goods and services,
including:

   (a) in-flight goods and services,
   (b) ground handling and maintenance services,
   (c) takeoff and landing,
   (d) flight communications and data,
   (e) crew services,
   (f) utilities, and
   (h) other services.

Moreover, the Debtors collect, withhold and incur, on behalf of
foreign governmental authorities, an assortment of foreign taxes,
fees and other charges.  The Debtors are obligated to timely
collect, withhold, incur and remit those taxes to the applicable
foreign governmental authorities.

The Debtors' average monthly disbursements to or for the benefit
of the foreign creditors total approximately $59.76 million, of
which approximately $24.96 million is attributable to foreign
taxes.

The Debtors have not calculated the actual amount due to the
foreign creditors that remains outstanding as of the Petition
Date.

Mr. Fouhey says that the Debtors' failure to fund their operations
or pay the taxes collected, withheld, or incurred in connection
with their operations will severely disrupt their flight schedules
and adversely impact the goodwill attributed to their business by
the flying public.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Look for Bankruptcy Schedules on November 28
-------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, Delta Air Lines Inc.
and its debtor-affiliates are required to file their:

    (i) schedules of assets and liabilities,

   (ii) schedules of current income and expenditures,

  (iii) schedules of executory contracts and unexpired leases, and

   (iv) statements of financial affairs within 15 days after the
        Petition Date.

Similarly, under Bankruptcy Rule 1007(a)(3), the Debtors are
required to file a list of equity security holders within 15 days
after the Petition Date.  Under Bankruptcy Rule 2002(d), unless
otherwise ordered by the Court, the Debtors are required to give
notice of the order for relief to all equity security holders.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

    (i) extend the fifteen-day period to file the Schedules for an
        additional 90 days, without prejudice to their ability to
        request additional time should it become necessary, and

   (ii) waive the requirement to file the List and the requirement
        to give notice of the order for relief to all equity
        security holders.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
reminds the Court that on the Petition Date, the Debtors filed a
consolidated list of creditors holding the five largest secured
claims against their estates and a consolidated list of creditors
holding the 30 largest unsecured claims against their estates.

"Due to the complexity and diversity of their operations, the
Debtors anticipate that they will be unable to complete their
Schedules in the fifteen (15) days provided under Bankruptcy Rule
1007(c)," Mr. Huebner says.

Mr. Huebner relates that to prepare their Schedules, the Debtors
must compile information from books, records and documents
relating to thousands of claims, assets and contracts.  "This
information is voluminous and is located in numerous places
throughout the Debtors' organization."  He points out that it
takes time for the Debtors and their employees to collect the
necessary information.

In addition, Mr. Huebner says, not all invoices related to
prepetition goods and services have been received or entered into
the Debtors' accounting system.  So it may be some time before the
Debtors have access to all of the required information to prepare
the Schedules, Mr. Huebner tells Judge Beatty.

"While the Debtors, with the help of their professional advisors,
are mobilizing their employees to work diligently and
expeditiously on the preparation of the Schedules, resources are
strained.  Unavoidably, the Debtors' primary focus thus far has
been on getting these large, complex cases filed and reacting to
the events surrounding the filing.  In view of the amount of work
entailed in completing the Schedules and the competing demands
upon the Debtors' employees and professionals to assist in efforts
to stabilize business operations during the initial postpetition
period, the Debtors likely will not be able to properly and
accurately complete the Schedules within the required fifteen-day
time period."

The Debtors anticipate that they will need at least 90 more days
to complete their Schedules.  Thus, they want their Schedules
Filing Deadline extended through December 28, 2005, without
prejudice to their right to seek further extensions.

Mr. Huebner points out that similar relief has been granted by
courts in other large chapter 11 cases, including:

    -- In re Loral Space & Communications Ltd., et al., Case No.
       03-41710 (RDD) (Bankr. S.D.N.Y. Jul. 15, 2003);

    -- In re WorldCom, Inc., et al., Case No. 02-13533 (AJG)
       (Bankr. S.D.N.Y. Jul. 21, 2002);

    -- In re Global Crossing Ltd., et al., Case No. 02-40188 (REG)
       (Bankr. S.D.N.Y. Jan. 28, 2002); and

    -- In re Enron Corp., et al., Case No. 01-16034 (AJG) (Bankr.
       S.D.N.Y. Dec. 2, 2001).

Similar relief has also been granted in other major airline
restructuring cases, including:

    -- In re Hawaiian Airlines, Inc., Case No. 03-00817 (RJF)
       (Bankr. D. Haw. Mar. 21, 2003);

    -- In re UAL Corp., et al., Case No. 02-48191 (ERW) (Bankr.
       N.D. Ill. Dec. 9, 2002); and

    -- In re U.S. Airways Group, Inc., et al., Case No. 02-83984
       (SSM) (Bankr. E.D. Va. Aug. 11, 2002).

Moreover, Mr. Huebner notes, Delta is a public company and, as of
the Petition Date, has issued and outstanding approximately 158
million shares of common stock held by approximately 22,000
registered shareholders.

The Debtors submit that preparing a List of Delta's equity
security holders with last known addresses and sending notice to
all parties on the List will be extremely expensive and time
consuming.  To the extent it is determined that equity security
holders are entitled to distributions from the Debtors' estates,
Mr. Huebner says, those parties will be provided with notice of
the bar date and will then have an opportunity to assert their
interests.  "Thus, equity security holders will not be
prejudiced."

In addition, the Debtors propose to publish, as soon as
practicable, the Notice of Commencement in:

    -- The Wall Street Journal International Edition,
    -- The New York Times,
    -- The Atlanta Journal-Constitution,
    -- The Cincinnati Enquirer,
    -- The Dallas Morning News, and
    -- The Salt Lake Tribune.

According to Mr. Huebner, the Debtors are confident that these
publications, coupled with the national attention their filings
will surely receive, will most likely reach the equity security
holders.

                           *     *     *

Judge Beatty gives 60 more days to file their Schedules.
Specifically, the Court extends the Debtors' schedules filing
deadline through Nov. 28, 2005, without prejudice to the
Debtors' right to seek further extensions upon a showing of cause.

Judge Beatty waives the requirement to file the List and to give
notice to all equity holders of the orders for relief.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA PETROLEUM: S&P Holds B- Rating on Senior Unsecured Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured ratings on exploration and production
company Delta Petroleum Corp. and revised its outlook to stable
from positive following a review of Delta's June 30, 2005 year-end
results.  Denver, Co.-based Delta currently has $219 million of
debt.

The revised outlook reflects disappointing year-end production
levels that were well below expected levels, which negatively
affected expected cash flows.  Standard & Poor's feels that Delta
will face continued near- to medium-term challenges to production
growth, given the tight oilfield services market, and the
resulting inability of many smaller producers to find necessary
equipment for completion work.

In addition, Standard & Poor's has concerns about recent covenant
violations on Delta's credit facility and Delta's ability to
maintain adequate liquidity in light of its aggressive capital
spending in the near to medium term.  The covenant violations were
largely a result of the delayed sale of Delta's Deerlick Creek
field properties in Alabama, which were subsequently sold for
roughly $30 million in September.  Delta's capital-spending plan
is expected to exceed internal cash flows and absent a significant
cash infusion, could result in further liquidity constraints
during 2006.

The stable outlook reflects expectations that Delta will improve
its liquidity while it maintains its aggressive growth strategy
and that it will fund large acquisitions in a balanced manner.
"If liquidity fails to improve or Delta aggressively funds its
growth, ratings could be lowered," said Standard & Poor's credit
analyst Paul Harvey.  "However, if liquidity strengthens while
Delta is able to improve its cost structure and production growth,
positive rating actions are possible," he continued.


DIRECTVIEW INC: Registers 1.53 Billion Common Shares for Resale
---------------------------------------------------------------
DirectView, Inc., filed a Registration Statement with the
Securities and Exchange Commission for the resale of up to
1,531,453,842 shares of its common stock by these Selling Security
Holders:

   Selling Security Holders                        Common Stock
   ------------------------                        ------------
   Cornell Capital Partners, L.P.                 1,482,254,050
   Highgate House Funds, Ltd.                        48,699,792
   Newbridge Securities Corporation                     500,000

Included in the shares being offered by the selling security
holders are up to 1,472,754,050 common shares, which may be
acquired by Cornell Capital Partners, L.P., under a $10 million
Standby Equity Distribution Agreement.

These shares will represent approximately 84% of the Company's
outstanding common stock upon issuance.  Under the terms of the
Standby Equity Distribution Agreement, Cornell Capital Partners,
L.P. will purchase the common shares for an effective total
discount of 8% of the gross proceeds of each drawn down under the
Standby Equity Distribution Agreement, after giving effect to the
payment of fees attributable to the draw down.  On each draw down
under the Standby Equity Distribution Agreement, the Company will
also pay Yorkville Advisors Management, LLC, the investment
manager of Cornell Capital Partners, L.P., a $500 structuring fee.

The remainder of the shares being offered by the Selling Security
Holders under this prospectus includes 10,000,000 common shares,
which is presently outstanding, 44,699,792 shares, which are
issuable upon the conversion of outstanding debt and 4,000,000
shares, which are issuable upon the exercise of an outstanding
common stock purchase warrant.

The Company's common stock is a "penny stock" as that term is
defined in Rule 3a51-1 of the Securities Exchange Act of 1934.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "DRVW."  The Company's common shares traded
between $0.0055 and $0.007 this month.

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

DirectView, Inc., is a full-service provider of teleconferencing
products and services to businesses and organizations.  Effective
February 23, 2004, the Company completed its acquisition of all of
the issued and outstanding shares of Meeting Technologies, Inc., a
Delaware corporation, from its sole stockholder, Michael Perry.
Meeting Technologies, Inc., was a privately held provider of video
conferencing equipment and related services.  The Company's
results of operations for the six months ended June 30, 2004
include the results of Meeting Technologies, Inc., from the date
of acquisition of February 23, 2004.

At June 30, 2005, DirectView's balance sheet shows a $1,337,960
stockholders' deficit.


DRUGMAX INC: Raises $51.1 Million in Private Equity Placement
-------------------------------------------------------------
DrugMax, Inc. (Nasdaq: DMAX) entered into definitive agreements
for private placement investments totaling $51.1 million.

On Sept. 23, 2005, the Company entered into a definitive agreement
to sell 41,487,432 shares of its common stock and warrants to
purchase 20,743,715 of its common stock with an exercise price of
$1.09 per share of common stock.  In addition, on Sept. 26, 2005,
the Company entered into a definitive agreement to sell 2,606,000
shares of its common stock and warrants to purchase 1,303,000 of
its common stock with an exercise price of $1.20 per share of
common stock.

The $51.1 million in proceeds from the private placement
investments will be principally used to redeem 17,000 shares of
Series A Preferred Stock valued at $17 million, pay down senior
debt and provide the Company with growth capital to expand its
base of specialty pharmacies and Worksite Pharmacies SM.  In
connection with the redemption of the Series A Preferred Stock,
the Company will issue approximately 500,000 shares of common
stock and pay $17 million for redemption of the original
investment.  The recapitalization is conditioned upon customary
closing conditions.  The private placements are expected to close
on Oct. 3, 2005.

Ed Mercadante, R.Ph., Co-Chairman and Chief Executive Officer of
DrugMax, said, "DrugMax's success at entering into definitive
agreements for a total of $51.1 million and the recent signing of
a commitment letter for the new $65 million credit facility with
Wells Fargo Retail Finance underscores the confidence the capital
and financial markets have in our business model and growth plans.
Our ability to substantially increase the Company's liquidity and
financial flexibility provides DrugMax both greater working
capital and significant capital for implementing our growth
strategy.  This highlights what we believe will be an exciting
future of unit expansion for both our specialty pharmacy and our
Worksite Pharmacy business."

Mr. Mercadante continued, "We appreciate the strong support we
received from both our new institutional investors and new banking
facility partner.  As we focus on our goal of building a specialty
pharmacy platform with multiple sales channels, serving both
patients and providers, we remain committed to making decisions
that are in the best interest of all our shareholders and
positioning the Company for sustained profitable growth."

As reported in the Troubled Company Reporter on Sept. 28, 2005,
the Company 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.

Upon closing of the private placement investments on Oct. 3, 2005,
the Company expects to immediately regain compliance with the
listing requirements of the Nasdaq SmallCap Market.

The private placements were made only to accredited investors in a
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended.  The shares of common stock
and warrants being issued, and the shares of common stock issuable
upon exercise of the warrants, have not been registered under the
Securities Act, or any state securities laws, and unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

The Company will enter into a registration rights agreement with
the investors to register the resale of the shares of common stock
sold in the offering and issuable upon exercise of the warrants.
Subject to the terms of the registration rights agreement, the
Company is required to file the registration statement with the
Securities and Exchange Commission within 30 days of the closing,
to use its best efforts to cause the Registration Statement to be
declared effective under the Securities Act of 1933 as promptly as
possible after the filing thereof, and to use its best efforts to
keep the registration statement continuously effective under the
Act until all the registrable securities covered by the
registration statement have been sold or may be sold without
volume restrictions pursuant to Rule 144(k).

                       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.


ENESCO GROUP: Unveils Plan to Improve Operating Performance
-----------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) reported a comprehensive plan to
improve the Company's operating performance and establish a
platform for gaining increased share of the $30 billion to $40
billion wholesale gift market in the U.S., U.K. and Canada.

As a result of the recently adopted operating improvement plan to
be executed throughout 2006, the Company anticipates achieving
pre-tax cost savings on an annualized basis in the range of $34
million to $38 million.  These cost savings include approximately
$12 million in expenses related to the termination of the Precious
Moments license agreement, bank penalty fees, severance costs and
accelerated depreciation related to the Enterprise Resource
Planning system as previously reported by the Company which are
not expected to recur in future years.  The cost savings are
anticipated to be fully realized in 2007.

The Company's plan will center around three key initiatives:

    (1) Rationalizing the product portfolio:

        The Company intends to reduce its number of overall
        product lines from approximately 170 to between 50 and 60
        to concentrate on giftable products which elicit strong
        and sustainable market demand and profitability, and
        leverage Enesco's core distribution base.  The Company
        expects to eliminate those product lines that do not meet
        these criteria.

    (2) Reducing corporate overhead, general and administrative
        and marketing costs:

        The Company intends to reduce corporate and general and
        administrative costs, as well as professional and
        consulting fees by $30 million to $32 million pre-tax on
        an annualized basis.

    (3) creating a more efficient and cost-effective distribution
        and warehousing model:

        The Company expects to implement strategies to bring its
        distribution and warehousing costs more in line with
        industry standards, while improving quality and service
        levels.  Cost savings are expected to be in the range of
        $4 million to $6 million pre-tax on an annualized basis.

The Company's goal is to implement an operating model commensurate
with other leading companies in the giftware and related markets.
This operating model will target gross margins in the range of 40%
to 45% and an operating profit margin of 3% to 5% to be achieved
in 2007.

Cynthia Passmore-McLaughlin, President and CEO, commented, "Our
exhaustive study of the business has resulted in a plan to
transform Enesco by rationalizing our product lines around our
best performing and most profitable merchandise categories, and
producing an organizational structure properly sized to the scale
of the Company's current business.  The evaluation of our business
and industry was not only completed to identify ways to generate
cost savings but also to maximize future revenue potential.  The
Company will concentrate on merchandise categories in which Enesco
can leverage its key competitive advantages of market leadership,
proprietary products and channels of distribution.  When fully
implemented, we will be a much leaner, more focused and efficient
company with gross and operating margins more in line with our
peers.  We have begun to implement the changes outlined in our
plan."

Ms. Passmore-McLaughlin concluded with an update on the Company's
current credit facility, "As previously announced, we had reset
the EBITDA and capital expenditure covenant minimums on our credit
facility in August.  We continue to make progress regarding
replacement financing.  As we continue to comply with our bank
covenants or exceed the plan accepted by our banks, we believe we
are better positioned to secure replacement financing that is
favorable for the Company for the near- and long-term."

Enesco Group, Inc. -- http://www.enesco.com/-- is a world leader
in the giftware, and home and garden decor industries.  Serving
more than 30,000 customers globally, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.
Internationally, Enesco serves markets operating in Europe,
Canada, Australia, Mexico, and Asia.  With subsidiaries located in
Europe and Canada, and a business unit in Hong Kong, Enesco's
international distribution network is a leader in the industry.
The Company's product lines include some of the world's most
recognizable brands, including Heartwood Creek, Walt Disney
Company, Walt Disney Classics Collection, Pooh & Friends, Jim
Shore, Foundations, Circle of Love, Nickelodeon, Bratz, Halcyon
Days, Lilliput Lane and Border Fine Arts, among others.

At June 30, 2005, Enesco's balance sheet showed $156.7 million in
assets and liabilities totaling $85.7 million.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Enesco Group, Inc. amended its current U.S. credit facility,
effective as of Aug. 31, 2005.  The ninth amendment reset the
Company's minimum EBITDA and capital expenditure covenants through
the facility termination date, Dec. 31, 2005, based on the
Company's reforecast and long-term partnership with Bank of
America, as successor to Fleet National Bank, and LaSalle Bank.
The Company is aggressively pursuing a replacement senior credit
facility.

               What Happened to Precious Moments?

On May 17, 2005, pursuant to a Seventh Amendment and Termination
Agreement, Enesco, Inc., terminated its license agreement with
Precious Moments, Inc. to sell Precious Moments licensed products.
As part of the PM Termination Agreement, the Company also entered
into a Transitional Services Agreement with PMI in which the
Company agreed to provide transitional services to PMI related to
its licensed inventory for a period of time, but ending not later
than December 31, 2006.


ENRON CORP: Wants Court to Okay JPMorgan Syndicated L/C Accord
--------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Reorganized Enron Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve their settlement agreement with JP Morgan Chase
Bank N.A.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that, prior to the Petition Date, JPMorgan and Citibank,
N.A., as co-administrative agents, and JPMorgan as paying agent
and issuing bank, are parties to a $500,000,000 Letter of Credit
and Reimbursement Agreement, dated as of May 14, 2001, with Enron
Corp.

JPMorgan issued eight letters of credit:

     Beneficiary                       Applicant    Draw Amount
     -----------                       ---------    -----------
     Union Power Partners, L.P.        NEPCO       $55,827,8375
     Panda Gila River, L.P.            NEPCO       $43,443,0987
     Quachita Power, LLC               NEPCO        $16,437,220
     Quachita                          NEPCO        $24,750,000
     Aquila Risk Management Corp.      ENA          $41,250,000
     Mahonia Limited                   ENA         $150,000,000
     CALPX Trading Services            EPMI         $27,000,000
     California Power Exchange Corp.   EPMI         $15,000,000

According to JPMorgan, the Debtors failed to reimburse
$373,708,155 drawn under the L/Cs.

JPMorgan, as Administrative Agent, filed consolidated proofs of
claim against the Debtors in connection with the Syndicated L/C
Agreement:

     Claim No.   Debtor          Basis For Claim        Amount
     ---------   ------          ---------------        ------
       11166     Enron            Reimbursement       $374,456,329
       11233     Enron            Subrogation         Unliquidated
       11234     NEPCO            Subrogation         Unliquidated
       11235     ENA              Subrogation         Unliquidated
       11236     EPMI             Subrogation         Unliquidated
       22135     NEPCO            Subrogation         Unliquidated
       22136     NEPCO Power      Subrogation         Unliquidated
       22137     Enron Power      Subrogation         Unliquidated
       22138     NEPCO Services   Subrogation         Unliquidated

On December 24, 2002, JPMorgan filed a complaint against the
Debtors to recover the amounts it paid in connection with L/Cs
issued to Union Power, Panda Gila, and Quachita, plus interest,
costs and expenses.

According to Mr. Rosen, JPMorgan, as Issuing Bank, Enron and
NEPCO contend that:

       (i) Quachita drew amounts on the Quachita L/Cs that
           exceeded the amounts to which Quachita was entitled
           under a Turnkey, Engineering, Procurement, and
           Construction Agreement, dated June 27, 2000,
           between NEPCO and Quachita, and

      (ii) if the amounts drawn were proper at the time of each
           drawing, Quachita has since retained an amount in
           excess of that portion, if any, that it is entitled to
           retain.

Each of JPMorgan, as Issuing Bank, Enron and NEPCO, also contends
that Quachita, Cogentrix Quachita Holdings, Inc., and Cogentrix
Energy, Inc., have wrongfully retained and are wrongfully
retaining the Quachita Overdraws.

Under an amended complaint, dated February 24, 2003, JPMorgan
seeks to recover, among other things, the amount of the Quachita
Overdraws from Quachita, Cogentrix Quachita, and Cogentrix.

On May 20, 2004, Enron and NEPCO filed a complaint to recover the
Quachita Overdraws from Quachita, Cogentrix Quachita, and
Cogentrix.

On January 9, 2004, the Debtors filed an avoidance action against
various parties, including JPMorgan.  In the complaint, the
Debtors object to claims filed by JPMorgan in connection with the
Syndicated L/C Agreement.

Over a period of several months, the Debtors and JPMorgan have
engaged in discussions to resolve matters of controversy between
them.

The settlement agreement between the parties provides these
terms:

  (A) Dismissal of JP Morgan Adversary.  JPMorgan will file with
      the Bankruptcy Court a stipulation dismissing the JPMorgan
      Syndicated Adversary;

  (B) Assistance in Quachita Litigations.  The parties will use
      their reasonable best efforts to cooperate and assist each
      other in their efforts to pursue the Quachita Overdraws in
      the Enron Quachita Lawsuit and the Syndicated Cogentrix
      Lawsuit;

  (C) Reduction of the Claims.  If and to the extent that the
      Enron Entities recover any amounts from any third party with
      respect to the Quachita Overdraws, the Claims will be
      reduced, on a dollar-for-dollar basis to the extent of
      monies collected and recovered.  The Enron Entities will
      deliver all amounts, net of their out-of-pocket fees and
      expenses incurred in connection with the collection and
      recovery, to JPMorgan.

      To the extent JPMorgan recovers any amounts from any third
      party with respect to the Quachita Overdraws, JPMorgan will
      be entitled to retain the terms and conditions of the
      Syndicated L/C Agreement and the Claims will be reduced on a
      dollar-for-dollar basis to the extent of monies collected
      and recovered;

  (D) Partial Allowance/Bifurcation of L/C Claims.  The Debtors
      will withdraw the Claims Objection with respect to four L/C
      Claims, solely to the extent of non-Recovery Action
      Indebtedness, and those Claims will be deemed allowed,
      solely on a pro rata basis, as Joint Liability Claims in
      these amounts:

       Current              Non-Recovery Action
       Claim No.   Debtor     Indebtedness        Class
       ---------   ------   -------------------   -----
        11166      Enron      $253,085,664          4
        11235      ENA        $129,349,938          5
        11236      EPMI        $28,406,261          6
        22135      NEPCO       $94,997,404         67

  (E) Assignment of New Claim Numbers.  Enron will cause the
      docketing agent to:

         (i) assign new claim numbers to the Allowed Claims and
             reflect the Claims on the claims registry, and

        (ii) reduce Claims Nos. 11166, 11235, 11236, and 22135 by
             the aggregate amount of the Allowed Claims.

  (F) Disputed Claims.  Upon allowance, and the re-docketing and
      re-numbering of the Allowed Claims, Claim Nos. 11166, 11235,
      11236, and 22135 will reflect solely the Recovery Action
      Indebtedness and will be reflected by the docketing agent in
      the claims registry as "disputed":

                            Non-Recovery Action
       Claim No.   Debtor     Indebtedness        Class
       ---------   ------   -------------------   -----
        11166      Enron       $104,790,585          4
        11235      ENA          $53,419,666          5
        11236      EPMI         $11,731,378          6
        22135      NEPCO        $39,232,564         67

  (G) Treatment of Disputed Claims.  The Disputed Claims will
      remain subject to the Claims Objection and all parties
      reserve their rights with respect thereto; provided,
      however, that the Enron Entities agree that they will not
      seek or attempt to subordinate the Claims of any holder of a
      portion of the Claims on the basis that JPMorgan served as
      the Co-Administrative Agent, Paying Agent and Issuing Bank;

  (G) Disallowance of Other Claims.  Claims Nos. 11233, 11234,
      22136, 22137, and 22138, will be deemed disallowed and
      expunged in their entirety;

  (G) Distributions on Claims.  Payments pursuant to the Plan to
      holders of Claims constituting the Allowed Claims and, to
      the extent allowed, the Disputed Claims will be made to
      JPMorgan, in its capacity as Paying Agent; and

  (H) Releases and Indemnification.  The Enron Parties and
      JPMorgan will release and indemnify each other from claims
      and liabilities.

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)


ENRON: Wants Court Nod on Alliance, et al., Settlement Pacts
------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Energy Services, Inc., asks the Hon. Arthur
Gonzalez of the U.S. Bankruptcy Court for the Southern District of
New York to approve settlement agreements it entered into with:

       -- Alliance Equipment Co.
       -- Boston Market Corporation,
       -- Capital Club, Inc.,
       -- Chemical Lime Company,
       -- CR Chevy Chase Partnership,
       -- De La Salle Institute,
       -- Dust Tex Service, Inc., and
       -- East Bank Club Venture,
       -- Lake County YMCA,
       -- Leather Resource of America, Inc., and
       -- Marine Towers East Corporation,
       -- Metro Wash & Laundry, Inc.,
       -- Sherwin Williams, Inc.,
       -- Wiremasters, Inc.

According to Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, in New York, the counterparties were customers under
various prepetition transactions for the sale of energy.

On December 22, 2004, EESI initiated an adversary proceeding
against Chemical Lime seeking to recover in excess of $1,022,213
in connection with the transactions between them.

Following negotiations, the parties agree that:

      (1) the Customers will pay the Debtors the payments due
          under the Contracts;

      (2) all proofs of claim filed by Metro Wash in connection
          with the Contracts will be withdrawn, with prejudice,
          and to the extent applicable expunged;

      (2) they will exchange a mutual release of claims in
          connection with the Contracts;

      (3) all liabilities scheduled by the Debtors in favor of
          the Customers will be deemed irrevocably withdrawn;

      (4) the adversary proceedings filed by EESI against Chemical
          Lime and Metro Wash in connection with the Contracts
          will be dismissed; and

      (5) Metro Wash will deliver to EESI a stipulation of
          judgment, which EESI will file in the event the
          settlement payment is not made by the agreed date and
          which will give EESI a final judgment in the Adversary
          Proceeding.

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)


FEDERAL-MOGUL: Court Amends $9.4B Asbestos Estimation Opinion
-------------------------------------------------------------
To correct clerical mistakes, Judge Rodriguez of the U.S. District
Court for the District of Delaware amended his opinion estimating
Turner & Newall Limited's asbestos liability, entered on Aug. 19,
2005.  A full-text copy of the Amended Opinion is available at for
free at http://ResearchArchives.com/t/s?1f0

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Judge Rodriguez estimated the total amount of contingent and
unliquidated claims against Turner and Newall Limited for
personal injury or death caused by exposure to asbestos at
$9 billion in the United States and GBP229 million (about
$411 million) in the United Kingdom, including pending and future
claims.

As previously reported, the Official Committee of Asbestos
Claimants and the Legal Representative For Future Asbestos
Claimants' expert, Dr. Mark Peterson, estimated T&N's United
States liability at $11.1 billion and T&N's liability for present
and future claims in the United Kingdom at GBP226 million or
about $405.6 million.

In contrast, Dr. Robin Cantor, the Asbestos Property Damage
Committee's expert, placed the net present value of all pending
and future United States claims at $2.5 billion.  Neither the PD
Committee nor Dr. Cantor estimated the aggregate liability in the
United Kingdom because the claims "are only a small fraction of
the United States claims, and will not significantly affect
recoveries for property damage claimants."

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 Bankruptcy News, Issue No. 93;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLOW INT'L: Tardy 10-Q Filing Prompts Nasdaq Delisting Notice
-------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOWE) reported that on
September 22, 2005, the Company received notification from Nasdaq
that it was not in compliance with Nasdaq Rule 4310(c)(14) because
the Company had not filed its 10-Q for the quarter ended July 31,
2005 in a timely manner.  The Company has requested a hearing on
Nasdaq's intention to delist the Company's common stock on
September 30, 2005 as a result of the delinquency in filing the
10-Q.  The request for the hearing will stay the delisting until a
decision is made after the hearing, however, there can be no
assurance that the NASDAQ Listings Qualifications Panel will grant
the Company's request for continued listing.  At this point, the
Company does not have a schedule for filing the 10-Q, but it will
file it as soon as it is able to do so and will devote all
necessary resources to filing as soon as possible. At this point,
the Company does not expect its shares to be delisted.

As a result of the Company's filing delinquency, the letter "e"
has been added to the Company's trading symbol.

Flow International Corporation -- http://www.flowcorp.com/-- is
the world's leading developer and manufacturer of ultrahigh-
pressure waterjet technology for cutting, cleaning, and food
safety applications, providing state-of-the-art ultrahigh-pressure
(UHP) technology to industries including automotive, aerospace,
job shop, surface preparation, food and more.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Flow International Corporation (Nasdaq: FLOW) has been further
delayed from filing its Form 10-Q for the fiscal 2006 first
quarter ended July 31, 2005.  On Sept. 16, 2005, the Company filed
a Form 12b-25 to extend the filing date for its interim report,
extending the filing date to Sept. 19, 2005.  The Company did not
file the Form 10-Q on Sept. 19, 2005, and currently is unable to
predict when it will file the 10-Q.

The Company, after consultation with its Independent Registered
Public Accounting Firm has determined that it will restate its
financial results for the year ended April 30, 2005, as a result
of an error related to the valuation of anti-dilution warrants
issued to the Company's lenders on March 21, 2005.  The warrants
were issued as a result of the issuance of securities in a PIPE
transaction.  The amount of the restatement, which will result in
a non-cash adjustment, is estimated to be approximately $600,000
and will increase the Company's paid-in capital and net loss for
the year ended April 30, 2005.  The restatement for these warrants
will not have any effect on net shareholder's equity as of
April 30, 2005.

In conjunction with the Public Company Accounting Oversight
Board's inspection of the IRPAF, the IRPAF has advised that it
continues to complete required audit procedures in connection with
the 2005 financial statements.  Until the IRPAF has completed
these procedures and the 2005 financial statements are restated,
the Company will not be in a position to file the 10- Q for the
first quarter.


FRIEDMAN'S INC: Bankruptcy Court Approves Disclosure Statement
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Georgia, Savannah Division, entered an order on Sept. 22, 2005,
approving the Friedman's Inc.'s (OTC: FRDMQ.PK) Disclosure
Statement filed in conjunction with its First Amended Joint Plan
of Reorganization.

The Company also disclosed that the Amended Plan and Disclosure
Statement now have the consent and support of the Company's
Official Committee of Unsecured Creditors as well as the agreement
of Harbert Distressed Investment Master Fund, Ltd., the plan
investor under the Amended Plan.

The Bankruptcy Court has set six deadlines and hearings in
connection with the confirmation process for the First Amended
Plan:

   -- Sept. 1, 2005, is the record date for determining creditors
      and interest holders entitled to receive solicitation
      packages or notices as directed by the Court;

   -- Oct. 24, 2005, is the deadline for filing motions for the
      temporary allowance of claims for purposes of voting on the
      Amended Plan;

   -- Nov. 5, 2005, is the deadline for Plan Exhibits to the
      Amended Plan to be filed with the Bankruptcy Court;

   -- Nov. 10, 2005, is the voting deadline for accepting or
      rejecting the Amended Plan and is the deadline for filing
      objections to confirmation of the Amended Plan with the
      Bankruptcy Court;

   -- Nov. 14, 2005, is the scheduled hearing on motions for the
      temporary allowance of claims for purposes of voting on the
      Amended Plan; and

   -- Nov. 21, 2005, is the scheduled hearing on confirmation of
      the Amended Plan.

Friedman's filed its plan of reorganization and disclosure
statement with the Bankruptcy Court on Aug. 4, 2005.

Under the terms of the Plan:

    * the remaining $1.9 million allowed secured claim arising
      under Friedman's prepetition senior secured credit facility,
      which is now held by Harbert, will be fully satisfied
      through the issuance of shares of new common stock of
      Reorganized Friedman's;

    * claims under the Company's secured vendor program, in which
      Harbert holds a participation interest, will be fully
      satisfied through the issuance of shares of new common stock
      of Reorganized Friedman's.  Other secured vendor program
      claims will be satisfied by cash payments in the amount of
      75% of such claims with the remaining face amount of such
      claims treated as general unsecured claims.

    * any recoveries for general unsecured creditors will be
      realized from any net recoveries generated from a creditor
      trust that will be established for the benefit of the
      Company's general unsecured creditors, to which the Company
      will transfer initial funding of $500,000 and the right to
      prosecute causes of action and recover amounts in connection
      with claims relating to certain prepetition events involving
      the Company currently under joint investigation by the
      Company and the Company's Official Committee of Unsecured
      Creditors;

    * all existing equity interests will be cancelled upon the
      Company's emergence from chapter 11.  The Plan provides that
      Harbert will receive substantially all of the new equity
      interests in Reorganized Friedman's, except for management
      grants, on account of its additional anticipated equity
      investment and in satisfaction of all claims held by Harbert
      in the Company's chapter 11 cases including its
      $25.5 million Term DIP Loan and other claims described
      above.

                      Creditor Support

At the time of the initial filing, the Creditors' Committee said
that it did not support the terms of the plan and disclosure
statement but stated the Committee's willingness to continue to
negotiate with the Company in order to reach a consensual plan of
reorganization.  Since the initial filing of the plan and
disclosure statement, the Company has been able to reach consensus
with the Creditors' Committee, leading to last week's filing of
the Amended Plan and Disclosure Statement.

"The Company is very pleased that it has been able to reach
consensus with its Creditors' Committee on its Amended Plan and
Disclosure Statement," Friedman's CEO Sam Cusano, said.  "The
Bankruptcy Court's approval of the Disclosure Statement allows the
Company to proceed with its solicitation process, keeping the
Company on track to emerge from Chapter 11 in 2005."  Mr. Cusano
added that, "We are grateful to the Creditors Committee for their
perseverance and hard work that made this consensual Amended Plan
possible."  Mr. Cusano also noted that the key compromise enabling
the Company to reach consensus with the Creditors' Committee on
the Amended Plan, was Harbert's agreement to fund a litigation
trust for the benefit of unsecured creditors in the amount of
$8 million, and a claims administration trust of $500,000.

                       Exit Financing

The Company received a commitment letter from CIT to provide, upon
the Company's exit from chapter 11, a fully underwritten revolving
credit facility providing for up to $125 million in financing.
The facility has a five-year term and will be used to fund the
Amended Plan, for ongoing working capital needs, and for general
corporate purposes.  In addition, CIT has agreed to provide a
committed factoring line of up to $20 million, available upon exit
from Chapter 11, through Dec. 31, 2006.

"We are very pleased with the CIT exit facility and the liquidity
it provides as we exit chapter 11 and continue to rebuild
Friedman's.  With the additional benefit that CIT's factoring line
will provide our vendors, we expect CIT's total financing package
to provide a tremendous amount of confidence for our vendor
partners," said Mr. Cusano.

               Harbert Investment Agreement

In addition, Friedman's reached another important milestone in its
restructuring by entering into an investment agreement with
Harbert.  Previously, Harbert purchased a junior term loan in the
amount of $25.5 million that was used by the Company to pay down
borrowings under the Company's DIP Credit Facility.

Under the terms of the Investment Agreement, the Company will sell
100% of the Company's new equity interests to Harbert in exchange
for the full satisfaction and discharge of amounts due pursuant to
claims participation rights and vendor claims purchased by Harbert
from Friedman's vendors, for satisfaction and discharge of the
Company's existing $25.5 million term loan, and for Harbert's
additional investment of $25 million.  The new equity interests
are subject to dilution only by the issuance of new equity
pursuant to existing commitments under the Company's Key Employee
Compensation Plan.  Harbert's $25 million investment will be used
by Friedman's to consummate the Amended Plan and for general
corporate purposes.

The Investment Agreement will close on the effective date of the
Company's Amended Plan, and is subject to a variety of conditions,
including, among other things:

   -- the entry of a final confirmation order and satisfaction of
      all conditions precedent to the effectiveness of the Amended
      Plan;

   -- reaching settlements with the Securities and Exchange
      Commission and the U.S. Attorney's Office for the Eastern
      District of New York;

   -- resolution of claims filed by the Internal Revenue Service
      in form and substance reasonably satisfactory to Harbert;
      and

   -- the absence of any occurrence or development or state of
      circumstances that would have a material adverse effect on
      the Company's business, operations or condition.

Mr. Cusano stated that, "Harbert's significant investment clearly
demonstrates the level of its commitment to Friedman's, and its
belief in the strategic direction of the Company.  We expect
Harbert's investment to enable the Company to emerge from chapter
11 and to return Friedman's to its status as a leader in the fine
jewelry retail marketplace."

The Company's Plan and Disclosure Statement is available at no
charge at http://www.kccllc.net/friedmans

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.
The Company and its affiliates filed for chapter 11 protection on
Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W.
Butler, Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson,
Esq., and Alexa N. Paliwal, 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 $395,897,000 in total assets and $215,751,000 in total
debts.


FRONTIER INSURANCE: Court Approves Graves & Satterlee Retentions
----------------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York gave Frontier Insurance Group, Inc.,
permission to employ Graves, Dougherty, Hearon & Moody, PC, as its
lead special litigation counsel and Satterlee Stephens Burke &
Burke LLP as its local special litigation counsel.

Graves and Satterlee will handle the prepetition malpractice
lawsuit filed by the Debtor against Ernst & Young currently
pending in the Supreme Court of New York, County of Sullivan.  In
that lawsuit, the Debtor alleges that E&Y's error in determining
the adequacy of Frontier Insurance Company's loss reserves
contributed to substantial losses in its operations.

As reported in the Troubled Company Reporter, E&Y determined and
recommended ranges for FIC's claims reserves prior to the Debtor's
bankruptcy filing.  Believing that FIC's existing insurance
business was salvageable, the Debtor voluntarily provided
contributions to FIC's surplus for $60 million in 1998 and $80
million in 1999.  The Debtor later determined, however, that FIC's
reserve deficiencies were far greater than had been disclosed by
E&Y.

In this engagement, Graves will receive:

    - 33-1/3% of the first $20 million recovered
      from the lawsuit, plus

    - 25% of all proceeds between $20 million and $50 million,
      plus

    - 16-2/3% of all proceeds above $50 million.

Additionally, Graves has been paid $150,000 of an agreed $200,000
retainer against future expenses incurred by the Firm in
connection with the E&Y litigation.

Satterlee's professionals will be paid for their work on an hourly
basis:

      Professional                     Hourly Rate
      ------------                     -----------
      James J. Coster, Esq.                $415
      Benjamin Means, Esq.                 $245

The Debtor tells the Bankruptcy Court that Satterlee has been paid
approximately $15,265 for services rendered and expenses incurred.

Established in 1946, Graves Dougherty Hearon & Moody --
http://www.gdhm.com/-- is a full-service law firm with a variety
of areas of specialty.

Satterlee Stephens Burke & Burke LLP -- http://www.ssbb.com/-- is
a mid-sized law firm providing a comprehensive range of services
to the business community, to public and private institutions, and
to individuals.

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


HAO QUANG: Hires Richard H. Gins as Bankruptcy Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave Hao
Quang Vu permission to employ Richard H. Gins, LLC, as his
bankruptcy counsel.

Richard Gins will:

   a) give legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      his business and management of his property;

   b) prepare necessary applications, answers, orders, reports and
      other legal papers; and

   c) perform all other legal services for the Debtor as
      debtor-in-possession that may be necessary herein.

The papers filed with the bankruptcy court don't disclose how much
the firm will be paid for its work.

To the best of Hao Quang Vu's knowledge, the firm does not
represent any interest adverse to the Debtor or its estate.

Headquartered in Bethesda, Maryland, Hao Quang Vu filed for
chapter 11 protection on July 26, 2005 (Bankr. D. Md. Case Nos.
05-26765).  Richard H. Gins, Esq., at The Law Office of Richard H.
Gins, LLC, represents the Debtor in his restructuring efforts.
When the Debtor filed for protection from his creditors, he
estimated $500,000 to $1 million in assets and $1 million to $10
million in debts.


HEATING OIL: Gets CCAA Order Recognizing U.S. Bankr. Proceedings
----------------------------------------------------------------
Heating Oil Partners, L.P., received a series of court orders in
connection with the filing of its voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code.  The Company also obtained an order under the Companies'
Creditors Arrangement Act in Canada recognizing the Chapter 11
proceedings.  Both the U.S. and Canadian filings include Heating
Oil Partners, G.P. Inc., the Company's general partner, and HOP
Holdings, Inc., a 100% subsidiary of the Heating Oil Partners
Income Fund (TSX:HIF.UN) and an 88.1% owner of the Company.  The
Fund is not directly a party to any of these filings.

                 TSX Trading Suspension Hearing

The Fund has been notified of an expedited review by the Toronto
Stock Exchange of the listing of the Fund's units on the TSX,
relating to the Fund's satisfaction of applicable listing
requirements.  A hearing to consider the suspension of the listing
will be held on October 4, 2005, and the Fund has been advised by
the TSX that the units may be suspended from trading immediately
following completion of the hearing.  While a determination has
not yet been made, if the TSX determines to suspend the listing,
it is unlikely that an alternative listing for the units will be
obtained on another public market.  Unitholders will be kept
apprised of the status of the TSX listing, and other developments
affecting the Fund and the Company, as this process advances.

The Fund indirectly owns approximately 88.1% of HOP, one of the
largest residential heating oil distributors in the United States.
HOP delivered over 236 million gallons of heating oil and other
refined liquid petroleum products for the twelve months ended June
30, 2005 to approximately 137,000 residential, fleet and
commercial customers, primarily in Connecticut, Delaware,
Maryland, Massachusetts, New Jersey, New Hampshire, New York,
Pennsylvania, Rhode Island, Virginia and the District of Columbia.
HOP's operations are conducted through 16 regional distribution
and service centres.  From these centres, HOP provides its
customers with a full range of value-added services, including the
delivery of heating oil and the installation, maintenance and
service of furnaces, boilers, heating equipment and air
conditioners on a 24 hours-a-day, 365 days-a-year basis.

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  The Company and its subsidiaries filed for
chapter 11 protection on Sept. 26, 2005 (Bankr. D. Conn. Case No.
05-51271).  The Debtors are also under a Companies Creditors
Arrangement Act proceeding in Canada.  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $127,278,000 in total
assets and $155,033,000 in total debts.


HEILIG-MEYERS: Inks Settlement Pact With Master Trust & Wachovia
----------------------------------------------------------------
Heilig-Meyers Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, for authority to enter into a settlement agreement with
Wachovia Bank, N.A., successor to First Union National Bank as
trustee of the Heilig-Meyers Master Trust, concerning the
allowance of the Trust's general unsecured claim.

On July 16, 2001, First Union filed proofs of claim asserting an
unliquidated general unsecured claim against the Debtors for
$1,000,000,000.  The unsecured claim consisted of 18 separate
causes of action, including, rejection damages from defaulted and
bankruptcy contracts, claims for refunds and adjustments, and
breach of representations and warranties.  The Debtors objected to
the allowance of the unsecured claim.

                   Terms of the Settlement

As reported yesterday, Wachovia, as successor-in-interest to First
Union, filed an objection against the confirmation of the Debtors'
Second Amended and Restated Joint Liquidating Plan.  The
confirmation hearing is scheduled for November 11.  Wachovia
asserted that its claim is improperly classified.  Also, the Bank
wanted the $128.5 million collateral cap removed.

To settle a long-standing argument, the parties arrived at a
settlement agreement.  The salient terms are:

   a) the unsecured claim will be allowed in the amount of
      $211,500,000;

   b) the unsecured claim will be treated as a Class 5(b) claim;

   c) the Master Trust will vote in favor the Plan; and

   d) the Master Trust and the Trustee will waive all remaining
      claims against the Debtors.

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.


HOME DIRECTOR: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Home Director, Inc.
             PMB 444
             39120 Argonaut Way
             Fremont, California 94538-1304

Bankruptcy Case No.: 05-4812

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Home Director Technologies, Inc.           05-45814
      Digital Interiors, Inc.                    05-45819

Type of Business: The Debtor designs, manufactures, sells
                  and installs home networking solutions that
                  connect audio systems, video and television
                  services, security systems and utilities,
                  personal computers and the Internet.  See
                  http://www.homedirector.com/

Chapter 11 Petition Date: September 28, 2005

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtors' Counsel: Elizabeth Berke-Dreyfuss, Esq.
                  Wendel, Rosen, Black and Dean
                  1111 Broadway, 24th Floor
                  P.O. Box 2047
                  Oakland, California 94604-2047
                  Tel: (510) 834-6600

Financial Condition of Home Director, Inc., as of Sept. 30, 2004:

      Total Assets: $10,639,929

      Total Debts:   $4,206,765

                              Estimated Assets    Estimated Debts
                              ----------------    ---------------
Home Director Technologies    Less than $50,000   $1 Million to
Inc.                                              $10 Million

Digital Interiors, Inc.       Less than $50,000   $1 Million to
                                                  $10 Million

A. Home Director Technologies, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Payroll taxes           $1,085,797
1301 Clay Street
Oakland, CA 94612

Kronish Lieb Wiener & Hellman                           $241,608
1114 Avenue of the Americas
New York, NY 10036

Adrian Ligtenberg             Unsecured note            $120,000
27791 Edgerton Road
Los Altos, CA 94022

Cliff Greenberg               Unsecured note            $110,000

Tri-Center Realty, Inc.                                  $85,009

Mahoney Cohen & Co. CPA, PC                              $74,975

IBM Credit Corporation                                   $69,526

Adaptec Inc.                                             $66,029

AESP Inc.                                                $60,807

Land Tejas Companies, L.L.C.                             $54,452

Forma-Fab Metals, Inc.                                   $46,557

American Express ML                                      $43,220

Hanley Wood                                              $40,000

CEOcast Inc                                              $30,497

EH Publishing, Inc.                                      $26,800

United Parcel Service 1684YR                             $25,844

Capital Printing Systems,                                $22,569
Inc.

Cameron Associates, Inc.                                 $20,942

Covad Communications                                     $19,471

Michael Zarzeczny                                        $19,466


B. Digital Interiors, Inc.'s 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ADI                           Net of $200,000           $749,300
File 57418                    AR offset
Los Angeles, CA 90074-7418

PDI Communications, Inc.                                 $35,791
6353 W. Rogers Circle, Bay 6
Boca Ranton, FL 33487-2757

Structured Cable Products                                $32,686
3600 Hacienda Boulevard
Davie, FL 33314

Martin's Security Depot                                  $24,512

Contractor's Wire & Cable                                $22,332

Aerotek Inc.                                             $17,564

Larry Lamz                                               $14,843

AICCO Inc.                                               $13,658

Nextel                                                   $12,765

Golden Eagle Insurance                                   $12,482

Parasound Products Inc                                   $10,832

Lutron                                                   $10,345

Select Resources                                          $8,360

Cad Masters Inc.                                          $7,999

M.D. Manufacturing Co.                                    $7,502

Lonnie Breitweiser                                        $6,800

Denon                                                     $6,698

Security Data and Cable                                   $6,357

Citicorp Vendor Finance Inc                               $5,746


HORNBECK OFFSHORE: S&P Puts BB- Rating After Debt Placement Notice
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Hornbeck Offshore Services Inc. (BB-/Stable/--) following its
announced common stock offering and $75 million debt placement.
Furthermore, the $75 million additional 6.125% senior notes due
2014, were rated 'BB-'.  The outlook is stable.  Pro forma the
offerings, Covington, Louisiana-based Hornbeck will have
$300 million of debt.

Proceeds from the $4.8 million common share offering, roughly $163
million based on Hornbeck's Sept. 23, 2005 closing price of
$34.20, and the $75 million senior notes will be used to help fund
the announced new $265 million construction program, consisting of
$170 million to construct 20,000 deadweight tons of new offshore
supply vessels, and $95 million for 400,000 barrels capacity of
ocean-going double-hulled tank barges and related ocean-going
tugs.

In addition, proceeds will be used in the near term to repay
outstanding borrowings on Hornbeck's revolving credit facility,
and would be available for acquisitions.

The ratings on Hornbeck reflect the risks posed by the company's
niche position in the highly volatile OSV market, an aggressive
growth strategy, and aggressive debt leverage.  These risks are
tempered by the diversification provided by its tug and tank barge
businesses and the current, robust market conditions for
Hornbeck's OSV fleet, which mitigates a lack of longer-term
contracts in the near term.

"The stable outlook reflects expectations that Hornbeck will
continue to fund future fleet expansion through internal cash
flows or a significant equity component," said Standard & Poor's
credit analyst Paul Harvey.  "Negative rating actions could occur
if Hornbeck fails to lock in improved day rates and aggressively
pursues fleet expansion at a time of declining markets, weakening
liquidity, and its balance sheet," he continued.  In the medium to
long term, positive rating actions are likely if Hornbeck can
significantly increase and diversify its fleet without weakening
its balance sheet.


INEX PHARMACEUTICALS: Stark Files Bankruptcy Petition in BC Court
-----------------------------------------------------------------
Inex Pharmaceuticals Corporation (TSX: IEX) received notice on
Sept. 27, 2005, that Stark Trading and Shepherd Investments
International Ltd. has filed a petition in the Supreme Court of
British Columbia seeking to have INEX declared bankrupt and that a
receiving order be made in respect of the property of INEX.

Stark has asked for the petition to be heard on Oct. 11, 2005.
Stark is the majority holder of certain promissory notes issued by
Inex International Holdings, a subsidiary of INEX.  Other holders
of the notes have not filed a similar petition nor joined in
Stark's petition.  The promissory notes are not due until April
2007 and can be repaid in cash or in shares, at INEX's option, at
maturity.

Timothy M. Ruane, President and Chief Operating Officer of INEX,
said INEX is continuing to operate its business of advancing its
products through development to maximize the value of its assets.
"We categorically deny the allegations brought forward by Stark
and will defend against these allegations vigorously.  We are
focused on executing our objectives of partnering Marqibo(TM) and
the other products in our pipeline to maximize the value of our
assets for all stakeholders."

As previously reported in the Troubled Company Reporter, the
Company said it received a demand letter from Stark Trading
alleging a default under the convertible notes.  Stark has
demanded repayment in the amount of US$24.6 million to be repaid
by Sept. 21, 2005.

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

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

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

  (b) INEX and Inex International are unable to pay their debts in
      the normal course of business; and

  (c) INEX and Inex International are ceasing wholly or
      substantially to carry on business.

At June 30, 2005, INEX had $15.2 million in working capital and is
committed to ensuring that this capital will be sufficient to
ensure INEX and Inex International can pay all of their debts in
the normal course of business past the maturity date of the notes.

"Given our current working capital position and the steps we have
taken over the past 10 months to reduce our burn rate, we can meet
all of our obligations as they become due.  The promissory notes
are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at that time," said Mr. Ruane.

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


INTERSTATE BAKERIES: Creditors Sell 185 Claims Totaling $31.5 Mil.
------------------------------------------------------------------
From June 14 to August 31, 2005, the Clerk of the Bankruptcy
Court recorded 185 claim transfers to:

(a) 3V Capital Management LLC

            Creditor                           Claim Amount
            --------                           ------------
            Johnsrud Transport, Inc.               $114,654

(b) 3V Capital Master Fund Ltd.

            Creditor                           Claim Amount
            --------                           ------------
            Amerada Hess Corporation               $192,155
            Bandag Incorporated                      59,173
            Casa De Oro Foods                        42,100
            C.B. Daugtridge, Jr./Meadowbrook        110,400
            Challenge Dairy Products, Inc.          113,398
            Creme Curls Bakery, Inc.                 41,376
            Don S. Jong                              43,099
            Fallstar Associates, LLC                 68,716
            First Union Commercial Corporation       78,380
            Great Grain LLC d/b/a Bubbas Bakery     171,634
            Medway Plastics Corporation              68,964
            State Farm Fire & Casually/AFNI          31,555
            Weathers Properties LC                   40,425
            Wingfoot Commercial Tire Systems         42,644

(c) Argo Partners

            Creditor                           Claim Amount
            --------                           ------------
            Farm Boy Landscape Maint, Inc.           $3,209
            Flavorchem                               18,899
            Flav-O-Rich, Inc.                        11,387
            Genpak                                    8,136
            Hilliard Corp./Star Filters Division      1,243
            JWS Tire Sales & Service, Inc.            2,057
            Keith Snow d/b/a K&T Paint & Body         2,350
            Kraft Power Corp.                         1,313
            Matthews International Corp.              2,268
            Miksanek Associates, Inc.                 2,316
            Northeast Mechanical Corp.                2,817
            Pepsi Cola of Casper                        352
            Pepsi Cola of Cheyenne                      368
            Pepsi Cola Of Ogden                       7,410
            Pepsi Cola7 Up Co. Sprng                  3,087
            Pepsi of Gillette & Sheriden              1,191
            Pepsi Cola Of Great Falls                 8,281
            Pepsi of Idaho Falls                        976
            Quality Services LLC                      6,047
            Rexel Consolidated Dept.                 20,201
            Rick's Towing                             4,769
            S J Controls, Inc.                        3,775
            Springfield Pepsi-Cola Bottling Co.       6,419
            Star Pressure Cleaning                    1,008
            Times West Virginian                      1,251
            Velocity Express                          1,424
            Wilcox Brothers Sign & Awning             3,708
            World Product Center                      1,370

(d) Contrarian Funds, LLC

            Creditor                           Claim Amount
            --------                           ------------
            Accenture LLP                        $5,101,117
            Arent Fox PLLC                          171,205
            AT&T Corp.                              111,269
            Custom Industries USA, Inc.             213,638
            Metropolitan Baking Company              32,279
            PepsiAmericas                           168,253
            Summit Energy Services, Inc.             20,019
            Surf City Food & Beverage Co.            30,756

(e) Debt Acquisition Company of America V, LLC

            Creditor                           Claim Amount
            --------                           ------------
            A&A Garcia's Landscaping                   $120
            B & D Towing                                 90
            Clear Springs Water                          77
            Courier Express                             249
            Duquesne Light Fleet Care                   401
            GI Industries                               111
            J & J Lawn Service                        2,145
            Jim's Maintenance Service                   213
            Jupina Landscaping, Inc.                    267
            Mac's Maids                                 632
            MER Lighting                                310
            Myers Electric & Ac, Inc.                    55
            Queen City Service & Door Company           552
            Reave's Delivery                            117
            Rex Iron & Machine Products Company         120
            Richmond Alarm Co.                           50
            Robert E. Zipf MD PA                        105
            Root Neal & Co., Inc.                       540
            Saint Elizabeth Company Care              1,142
            Sanderson Ford                            3,228
            Steve's Lawn Care                           140
            Sunshine State Messenger Service, Inc.      168
            The Community Press                         967
            Toby Peterson                               200
            Traci Weaver                                260
            Valor Telecom                               204
            Valor Telecom 903-832-5643                  224
            Vollick Bi Rite                              53
            Wildcat Towing & Recovery                   265
            Yosemite Bottled Water Group                167

(f) Deutsche Bank Securities, Inc.

            Creditor                           Claim Amount
            --------                           ------------
            Innovative Cereal Systems LLP        $5,826,918
            Pliant Corporation                    1,695,240

(g) Fair Harbor Capital, LLC

            Creditor                           Claim Amount
            --------                           ------------
            AAA Top Gun Security                     $5,488
            Alaska Idealease                          1,000
            Anchor Distribution                       4,236
            Atlas Cold Storage America, LLC           4,239
            Bakemark Ingedients East                  2,466
            Bradshaw, Inc.                            1,462
            CED                                       1,458
            Chicago Truck Sales & Service, Inc.       3,393
            Freedom Metals Incorporated               1,232
            Ideal Carpet Cleaning                     1,132
            JWS Tire Sales & Service                  2,057
            Lafavorita, Inc.                         21,668
            Master Taste Fenton                      20,226
            Navrat's Office Products                  1,097
            Pepsi-Cola Bottling Company Of East       1,626
            R&L Trucking Co., Inc.                    1,828
            Roger G. Monroe Marketing                 1,190
            Safeway Trucking Corporation              2,770
            Sellstrom Manufacturing Co.               1,228
            Super 8 Motel                             4,195
            Tire Center of Knoxville                  4,321
            T J N Corp.                                 521
            Transformance Automotive Co., Inc.        1,664
            Trogo Sale Co.                            2,110
            Valpak of Southeastern Maryland           2,630
            Weather Engineers, Inc.                   1,390

(h) Harbert Distressed Investment Master Fund, Ltd.

            Creditor                           Claim Amount
            --------                           ------------
            Deutsche Bank Securities, Inc.       $4,075,396


(i) KS Capital Partners, L.P.

            Creditor                           Claim Amount
            --------                           ------------
            Deutsche Bank Securities, Inc.       $5,819,918

(j) Longacre Master Fund, Ltd.

            Creditor                           Claim Amount
            --------                           ------------
            Bemis Co. Inc. (PPD)                 $4,250,480
            Milprint, Inc.                          942,536
            Petro, Inc. & Petro Commercial Svcs.     65,346
            Pinnacle Foods Corporation              366,403
            Truman Arnold Companies                 289,956

(k) Madison Investment Trust Series 17

            Creditor                           Claim Amount
            --------                           ------------
            Advanced Business Graphics               $8,737
            Neff Rental                               2,669

(l) Madison Liquidity Investors 123, LLC

            Creditor                           Claim Amount
            --------                           ------------
            Tiger, Inc.                             $40,964

(m) Madison Liquidity Investors 127, LLC

            Creditor                           Claim Amount
            --------                           ------------
            Advance Newspapers                       $5,938
            American Honey Co.                       56,153
            Asbury Environmental Svc.                10,050
            Atlantic Sign Company                     2,120
            Atmos Energy/CO-KS Division                 307
            Atmos Energy/Mid-States Division          9,079
            Atmos Energy/Mississippi Division           411
            Besner-Transport TF12 SEC                 8,288
            Broesch Mechanical Services              21,330
            Brown Bottling Group                      3,931
            Closed Systems, Inc.                      2,205
            Compressed Air Systems, Inc.              4,564
            Consolidated Bisquit Co.                 82,614
            Cooper Truck Center                       4,347
            Diesel Specialist                         2,688
            Dobbins Company, Inc.                     2,436
            DTN Corporation                           2,924
            Environmental Biotech                     3,603
            Frontier International Idealease          4,865
            G & K Services                           22,403
            Garner Transportation Group              12,409
            HG Makelim Co.                            2,291
            Ivey's Professional                       1,885
            J & B Food Development Co.                1,878
            Jay's Foods LLC                          27,662
            Jim Hawk Truck Trailers of Davenport      2,866
            Liberty Waste Recycling                   1,308
            Lincservice                               2,696
            Madison Liquidity Investors 123, LLC     83,584
            Markem Corp.                             74,966
            Masons Auto Parts, Inc.                   1,672
            Mayer & Oswald, Inc.                      1,810
            MHC Kenworth-Columbia                    10,741
            Mid-America International                16,885
            Mike's Performance & Machine Shop         6,232
            Neff Packaging Systems                    2,944
            Norwood Kingsley                         16,226
            Norwood Marking Systems                   8,784
            Overhead Door Company                     4,949
            Pine Tree Waste 36                        3,073
            Professional Employment Group             3,968
            Protemps, Inc.                            1,663
            Ram Industrial Services                   3,900
            Reddi Industries, Inc.                    1,345
            Refrigeration Supplies Distributors      21,246
            RK Dixon Co.                              2,924
            Rochester Gas & Electric                  1,885
            S Mullen Glove Co.                        3,367
            Spann Industrial Staffing                 2,897
            Truckpro Greenville MS                       80
            Truckpro Indianapolis                       292
            Truckpro Memphis                          7,307
            Truckpro Shreveport                          45
            United Business Forms & Supplies, Inc.    3,554
            US Fleet LLC                             91,584
            US Lec. Corp.                             1,333
            Valpak of Western New York, Inc.          1,250
            Vee-Co                                    2,404

(n) Madison Niche Opportunities, LLC

            Creditor                           Claim Amount
            --------                           ------------
            Madison Liquidity Investors 123, LLC    $45,439
            Poma                                     29,086

(o) Revenue Management

            Creditor                           Claim Amount
            --------                           ------------
            Anderson-Erickson Dairy                 $24,455
            East Coast Warehouse Distribution Corp.   7,694
            Gregory's Wheat Shop, Inc.               17,498
            Heritage-Crystal Clean LLC                5,466
            Level Valley Creamery                    22,203

(p) Sierra Liquidity Fund

            Creditor                           Claim Amount
            --------                           ------------
            Swisher Hygiene Franchise Corporation    $8,867

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: Hires Charles Taunt as Bankruptcy Attorney
-------------------------------------------------------------
Jacobs Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, for permission to employ Charles J. Taunt & Associates,
PLLC, as its bankruptcy counsel.

The Debtor wants Charles Taunt to represent it in all legal
aspects of the bankruptcy proceeding.  The law firm helped the
Debtors prepare and file their chapter 11 cases.

Charles Taunt will bill the Debtors $95 to $275 per hour for its
professional services.

Charles J. Taunt, Esq. and Erika D. Hart, Esq., are the Debtors'
lead attorneys.

To the best of the Debtors' knowledge, Charles Taunt is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Fraser, Michigan, Jacobs Industries, Inc.,
manufacturs automotive interiors in roll forming and channel,
stampings and assembled product.  The company along with its three
affiliates filed for chapter 11 protection on Sept. 26, 2005
(Bankr. E.D. Mich. Case No. 05-72613).  When the Debtor filed for
protectin from its creditors, it listed $19,513,913 in total
assets and $21,413,576 in total debts.


KAISER ALUMINUM: Wants Modified PBGC Settlement Agreement Approved
------------------------------------------------------------------
Kimberly Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that in April 2005 the Pension
Benefit Guaranty Corporation advised Kaiser Aluminum Corporation
and its debtor-affiliates of its desire to pursue its appeal of
the Distress Termination Order to the U.S. Court of Appeals for
the Third Circuit even though the Settlement Agreement provided
for the dismissal of the appeal.

According to Ms. Newmarch, after extensive negotiations, the
parties agreed to modify the Settlement Agreement to permit the
PBGC to pursue its Appeal, pursuant to the modified Agreement.

Under the Modified Settlement Agreement:

   a. The PBGC will have an $11 million allowed administrative
      claim instead of $14 million as provided in the prior
      Settlement Agreement, which claim will continue to be a
      joint and several obligation of all the Debtors other than
      Debtors Alpart, Jamaica Inc., and Kaiser Jamaica
      Corporation;

   b. The PBGC will be allowed to continue the PBGC Appeal.
      Irrespective of the outcome of the appeal, neither the PBGC
      nor the Debtors may seek any further review of the Distress
      Termination Order through a request for rehearing in the
      Third Circuit or a petition for certiorari in the United
      States Supreme Court;

   c. If the PBGC prevails in the PBGC Appeal, the parties agree
      that:

      1. The PBGC's administrative claim will be increased by
         $3 million from $11 million to $14 million, plus
         interest on the $3 million, which will accrue from the
         date the $11 million is paid until the date that the
         $3 million is paid at the rate applicable under the
         Debtors' senior credit facility at the time of the
         $3 million payment; and

      2. The increase in the PBGC's administrative claim will be
         paid by Kaiser Aluminum & Chemical Corporation within 30
         days after the issuance of the Third Circuit decision;

   d. In the event that KACC prevails in the PBGC Appeal, the
      parties agree that:

      1. The PBGC, within 30 days after the Issuance Date, will
         approve the distress termination of, and assume
         responsibility for, the Los Angeles Plan, the Tulsa
         Plan, the Bellwood Plan and the Sherman Plan, except
         that if the Court has not approved the distress
         termination of the Los Angeles Plan on or before the
         Issuance Date, which approval the PBGC will not contest,
         the PBGC will approve the distress termination of, and
         assume responsibility for, the Los Angeles Plan within
         30 days after the Court approves the distress
         termination of the Los Angeles Plan;

      2. The termination date under Section 4048(a)(2) of the
         Employee Retirement Income Security Act of 1974, as
         amended, for each of the plans will be a date agreed to
         by the parties that is after the Issuance Date but no
         later than 60 days, except that if the Court has not
         approved the distress termination of the Los Angeles
         Plan on or before the Issuance Date, the Termination
         Date for the Los Angeles Plan will be not later than 60
         days after the Court approves the distress termination
         of the Los Angeles Plan;

      3. The amount of the PBGC's administrative claim will be
         adjusted under certain circumstances.  Any net
         adjustment to the PBGC's administrative claim will
         accrue interest from the date the $11 million is paid
         until the date the adjusted amount is paid at the rate
         applicable under KACC's senior credit facility on the
         Termination Date; and

      4. The payment of any net adjustment, including interest,
         will be made by KACC to the PBGC, or by the PBGC to
         KACC, as applicable, no later than 30 days after the
         Termination Date; and

   e. The PBGC will not challenge the distress termination or
      refuse to assume trusteeship for any of the Plans on the
      basis of "mootness" or otherwise.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to approve the modified Settlement Agreement
with the PBGC pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code.

                            *    *    *

As previously reported in the Troubled Company Reporter on
February 2, 2005, Judge Fitzgerald approved the Settlement
Agreement between the Debtors and the Pension Benefit Guaranty
Corporation.  Judge Fitzgerald dismisses Law Debenture Trust
Company of New York's objection to the PBGC's proofs of claim as
moot.  Law Debenture's request for reconsideration of the stay
imposed on its Claim Objection is also denied.

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)


KOEN BOOK: Selling Book Titles to Baker & Taylor for $4 Million
---------------------------------------------------------------
Koen Book Distributors, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey for authority to sell its inventory
free and clear of liens, claims, encumbrances and interests to
Baker & Taylor, Inc., for $4,000,000.

The Debtor's inventory includes 37,000 saleable book titles and
24,000 returned books.

Under an asset purchase agreement, Baker & Taylor will make a
$400,000 deposit for the saleable inventory and $50,000 for the
returns.  Also, the Debtor agrees not to actively solicit overbids
or request for an overbid procedure but may consider unsolicited
higher or better offers exceeding the purchase price by more
than 5%.  In the event that a better or higher offer is accepted,
the Debtor proposes a $157,500 break-up fee for Baker.

The Debtor tells the Court that the sale of its inventory will
permit it to liquidate its other assets, propose and fund a
liquidating plan of reorganization.  Koen Book also informs the
Court it intends to pay part of the sale proceeds to PNC Bank to
reduce its $7.1 million debt.

The Court will convene a sale hearing on Oct. 7, 2005, to consider
approval of the transaction.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is a book wholesaler specializing
in bestsellers and independent press titles.  The company filed
for chapter 11 protection on July 11, 2005 (Bankr. D. N.J. Case
No. 05-32376).  Aris J. Karalis, Esq., at Ciardi, Maschmeyer &
Karalis, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and debts.


LANDRY'S RESTAURANTS: Completes Acquisition of Golden Nugget
------------------------------------------------------------
Landry's Restaurants, Inc. (NYSE: LNY) closed the purchase of the
landmark Golden Nugget Casino and Hotel in downtown Las Vegas and
the Golden Nugget Casino and Hotel in Laughlin, Nevada from PB
Gaming, Inc. by acquiring the stock of Poster Financial Group,
Inc. for $140 million in cash and the assumption of $155 million
of Senior Secured Notes due 2011, as well as certain working
capital liabilities, including house banks in the amount of $23
million and Poster's existing credit facility.

The acquisition was subject to regulatory approvals, including the
Nevada Gaming Commission, which were completed on Sept. 27, 2005.

"Landry's is thrilled to add casino gaming to a varied and diverse
collection of entertainment offerings that already includes casual
and fine dining, hospitality and aquarium properties," said Tilman
Fertitta, Chairman, President and CEO of Landry's.  "The Golden
Nugget is the premier property in downtown Las Vegas, has
outstanding brand recognition across the country, and is a perfect
fit for us.  In addition, the Golden Nugget in Laughlin provides
us a second gaming property in an established market.  Landry's
operating skill and steady leadership will help boost the Golden
Nugget to a new level of performance and satisfaction."

Chief Financial Officer Rick Liem said, "We believe both
properties have excellent upside potential and will be accretive
to our 2006 earnings."

Landry's Restaurants, Inc. owns and operates more than 300
restaurants, including Landry's Seafood House, Joe's Crab Shack,
The Crab House, Rainforest Cafe, Charley's Crab, Willie G's
Seafood & Steak House, The Chart House, and Saltgrass Steak House.
Landry's also owns several icon developments, including Downtown
Aquariums in Houston and Denver.  The company employs
approximately 36,000 workers in 36 states.

                          *     *     *

The Company's 7.5% Senior Notes due 2014 carries Standard & Poor's
Rating Services' B rating.


LSP-KENDALL: S&P Rates Proposed $412 Million Senior Loan at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
rating and '2' recovery rating to LSP-Kendall Energy LLC's
proposed $412 million senior secured term loan B due in 2013.

Standard & Poor's also placed the rating on CreditWatch with
developing implications, reflecting the issue's dependence on the
rating on Dynegy Inc. (B/Watch Dev/B-2), as guarantor of one of
the project's critical offtakers.

The 'B' debt rating and '2' recovery rating reflect the
expectation of 80%-100% recovery of principal in the event of a
payment default. Kendall will use the proceeds of the term loan B
to repay existing debt and related expenses.

The Kendall facility is a 1,160 MW (980 MW standard capacity and
180 MW of duct-firing capability), four-unit combined-cycle gas
fired plant in
Minooka, Illinois, approximately 30 miles southwest of Chicago.

Kendall is 100% owned by LSP Kendall Holding LLC, which is in turn
100% owned by LS Power. LS Power, based in New York, is a
privately held power developer.

"The rating is primarily based on Kendall's exposure to Dynegy's
credit quality and the lack of a robust merchant market for the
project to fall back on in the event Dynegy were to go bankrupt
and reject the power-purchase agreement," said Standard & Poor's
credit analyst Daniel Welt.

LS Power developed the plant and sold it to NRG Energy in 2001;
the various units achieved its commercial operation date between
March and July of 2002 and LS Power repurchased the facility in
2004.


MCDERMOTT INT'L: S&P Junks J. Ray McDermott's Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on McDermott International Inc. and 'CCC+' corporate
credit rating on subsidiary J. Ray McDermott on CreditWatch with
positive implications.

"At JRM, the rating action reflects the company's improved
liquidity and operating performance," said Standard & Poor's
credit analyst David Lundberg.  "At MII, the rating action
reflects the improved cash flow generation at JRM and the
prospects of MII's Babcock & Wilcox subsidiary emerging from
bankruptcy," he continued.  Consolidated debt at Dec. 31, 2003,
totaled about $317 million.

A wholly owned subsidiary of MII, JRM is a large player in the
intensely competitive and volatile marine construction services
business.  JRM's 'CCC+' rating reflects concerns over the
company's poor operating performance and threatened liquidity
position in the recent past.  Cost overruns related to three large
spar projects, a project in Argentina and a Floating Production
Storage and Offloading project, in addition to a decreasing
customer backlog had previously troubled JRM.

While performance has improved in recent quarters, cyclical
downturns and competitive pressures have the potential to
negatively affect financial performance again.  The CreditWatch
listings will be resolved in the near term, following a full
review of the companies' credit profiles.


MEDICALCV INC: Susan L. Critzer Named as Chairperson of the Board
-----------------------------------------------------------------
MedicalCV, Inc., reported that on Sept. 22, 2005, its shareholders
elected these seven persons to serve on its board of directors
until the next annual meeting of shareholders and until their
respective successors are elected and duly qualified:

   * Susan L. Critzer,
   * Marc P. Flores,
   * Larry G. Haimovitch,
   * Lawrence L. Horsch,
   * David B. Kaysen,
   * Paul K. Miller, and
   * J. Robert Paulson, Jr.

Also on Sept. 22, 2005, Ms. Critzer assumed the role of
Chairperson of the Board.

The Company's Board of Directors designated these individuals as
"executive officers" of the Company:

   * Adam L. Berman

     Mr. Berman joined MedicalCV in September 2004 as Vice
     President, Research and Development.  Mr. Berman has
     extensive experience and relationships within the cardiac
     surgery industry.  He most recently was a regional sales
     manager for cardiac-surgery focused Coalescent Surgical,
     Inc., a Sunnyvale, California company, whose assets were
     acquired by Medtronic, Inc.  Previously, he was a regional
     development manager for Computer Motion, a company focused on
     robotic-assisted, minimally invasive approaches for surgery.
     Previously, Mr. Berman held various clinical research
     positions within the field of cardiac surgery.

   * Robert W. Clapp

     Mr. Clapp joined MedicalCV in August 2004 as Vice President,
     Operations.  Most recently, Mr. Clapp was the Vice-President
     of Manufacturing, Quality and Research and Development for
     EMPI where he improved manufacturing efficiencies and lowered
     manufacturing costs.  Prior to that, he held the title of
     Vice-President of Manufacturing for Dacomed Corporation,
     where he helped introduce five new products into the
     marketplace in 18 months.  Mr. Clapp has also held
     engineering and operations positions at Xerxes Corporation,
     Medtronic, Inc., Control Data Corporation and AMF Paragon
     Electric.

   * Dennis E. Steger

     Mr. Steger, Vice President, Regulatory Affairs and Quality
     Assurance, joined MedicalCV in September 2001 as Vice
     President, Quality Assurance.  Mr. Steger was formerly
     Director Design Quality Assurance for Medtronic Perfusion
     Systems, where he was responsible for controlling the
     development and transfer of new/modified products from
     research and development to manufacturing.  He also held the
     position of Director Regulatory Affairs/Quality Assurance &
     Clinical for AVECOR Cardiovascular, Inc., responsible for
     quality systems, technical support, risk analysis,
     documentation, and regulatory affairs.  He has also held
     senior level management positions with Johnson & Johnson
     Cardiovascular, Extracorporeal Medical Specialties and
     Tompkins Rubber Company.

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.


MEDICAL TECHNOLOGY: Court Sets Dec. 13 as Claims Bar Date
---------------------------------------------------------
The Honorable Russell F. Nelms of the U.S. Bankruptcy Court
for the Northern District of Texas, established 4:30 p.m. on
Dec. 13, 2005, as the deadline for all creditors owed money by
Medical Technology, Inc., on account of claims arising prior to
July 25, 2005, to file proofs of claim.

Creditors must file their proofs of claim on or before the Dec. 13
Claims Bar Date and those forms may be filed in person, or sent by
personal service, overnight carrier, or mail to:

         Clerk of Court
         U.S. Bankruptcy Court
         Eldon B. Mahon U.S. Courthouse
         501 West Tenth Street
         Fort Worth, TX 76102-3643

If a timely filed claim is transferred, the transferee must both:

    (1) file a notice of transfer of the claim with the Court;
        and

    (2) serve a copy of the notice of transfer on the Debtor's
        counsel to:

         J. Robert Forshey, Esq.
         Forshey & Prostok, LLP
         777 Main Street, Suite 1290
         Fort Worth, Texas 76102

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


MEDICAL TECHNOLOGY: Wants King & Spalding as Patent Counsel
-----------------------------------------------------------
Medical Technology, Inc., dba Bledsoe Brace Systems asks the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ King & Spalding, L.L.P. as its patent and appellate
counsel.

The Debtor tells the Court that prior to the petition date, it was
party to a patent infringement lawsuit in the U.S. District Court
for the Western District of Washington, Seattle Division, Case No.
C95-1842C, styled Generation II Orthotics, Inc., and Generation II
USA, Inc. v. Medical Technology, Inc.  The Debtor further tells
the Court that an adverse ruling was issued against the Debtor and
that it intends to appeal the decision.

The Debtor says that it wants to employ King & Spalding as patent
and appellate counsel relative to the lawsuit and any other
litigation that might arise effective as of Aug. 12, 2005.

King & Spalding will:

    (a) advise the Debtor of its rights regarding an appeal of the
        lawsuit;

    (b) prepare on behalf of the Debtor, all necessary and
        appropriate motions, pleadings, and other documents
        relating to an appeal of the lawsuit; and

    (c) perform all other legal services for and on behalf of the
        Debtor that may be necessary or appropriate in connection
        with prosecuting the appeal of the lawsuit and any other
        patent matters with which the Debtor may need assistance.

The Debtor discloses that the Firm's professionals bill:

       Professional                     Hourly Rate
       ------------                     -----------
       Kevin J. Culligan, Esq.              $625
       John P. Hanish, Esq.                 $425
       Stefan R. Stoyanov, Esq.             $295

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

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


MEDICAL TECHNOLOGY: U.S. Trustee Unable to Organize Committee
-------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6
responsible for appointing official committees in debtors'
bankruptcy cases, reported to the U.S. Bankruptcy Court for the
Northern District of Texas that there was a lack of attendance at
the meeting conducted on Sept. 14, 2005.  Therefore, the United
States Trustee has been unable to appoint an Unsecured Creditors'
Committee.

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


MD BEAUTY: Moody's Affirms $146 Mil. Sec. Facility' Rating at B3
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of MD Beauty, Inc., upgraded the company's first-lien term loan
facilities to B1, and affirmed its B3 second-lien facility,
following the company's launch of $178 million in add-on term loan
facilities that will fund a distribution to shareholders.

Despite the substantial increase in debt and the rapid
releveraging of recent earnings gains, the ratings affirmation
reflects:

   * the company's strong operating momentum;
   * its improved scale, brand identity, and market position; and
   * its improving managerial and operational resources.

The upgrade of first lien debt recognizes that second lien lenders
are providing the majority of incremental borrowings.  As such,
the first lien represents a relatively lower percentage of the
capital structure and needs a lower multiple of LTM EBITDA to be
fully covered as compared to our original ratings assignment.  The
ratings outlook remains stable.

These ratings were affected:

   * Corporate family rating (formerly, senior implied rating),
     affirmed at B2;

   * $15 million senior secured first-lien revolving credit
     facility due 2011, upgraded to B1 from B2;

   * $237 million senior secured first-lien term loan facility
     due 2012, upgraded to B1 from B2; and

   * $146 million senior secured second-lien term loan facility
     due 2013, affirmed at B3.

The affirmation of MD Beauty's corporate family rating and its
stable outlook reflects the substantial progress the company has
made to date in:

   * sustaining its operating momentum;
   * diversifying its distribution channels;
   * establishing its Bare Escentuals brand; and
   * developing its operational capacity.

In this regard, Moody's notes that the company's year-to-date
performance shows continued rapid growth in sales and profits,
such that MD Beauty is now amongst the category leaders in
domestic foundation sales.  As such, incremental debt in the
transaction does not materially erode credit metrics when compared
with our rating action in February 2005.

In addition to taking market share from existing competitors, the
company has attracted new users due to the distinct and
efficacious characteristics of its products and marketing
strategies.  These factors have also resulted in:

   * strong recurring sales patterns,
   * efficient word-of-mouth advertising, and
   * high brand loyalty metrics.

Channel diversification and brand equity have also been achieved
by the company's continued expansion of its products into company-
owned and third-party retail locations, which effectively
leverages the company's infomercial and QVC media presence.
Additional opportunities include further cross-selling its
complementary brands and growing international sales.  Moody's
also notes favorably that MD Beauty has improved its controls and
operational capabilities:

   * by upgrading its management, operations, and finance teams;
     and

   * by investing in systems and infrastructure enhancements.

MD Beauty's ratings continue to be restrained by the company's
history of debt-financed returns of capital to its shareholders.
Moody's notes that the currently proposed transaction nearly
doubles the company's debt load and follows a significant dividend
payment in February 2005 and the repayment of parent company debt
in July 2005.  Continually high leverage levels are concerning
given the company's limited track record at LTM (unaudited) profit
levels and the risks associated with its high growth, possible
competitive threats, and ongoing operational transitions.  In this
last regard, Moody's notes that MD Beauty could be challenged to
balance the demands of its varied distribution channels
(particularly as growth rates mature), and could face operating
difficulties as it migrates to a new ERP system.

Cash flow pressures associated with the increased debt load
heighten the company's need to maintain or increase profits and
carefully manage expenses, working capital and fixed asset
investments.  Notwithstanding its success in generating recurring
sales, the company remains highly-reliant on attracting new
customers and expanding its product offering.  MD Beauty still
possesses limited scale in the larger cosmetics and toiletries
industry in the US that is characterized by:

   * significant competition due to low entry barriers;

   * well-resourced companies (such as Estee Lauder and L'Oreal);
     and

   * numerous niche or faddish brands.

Moody's ratings reflect MD Beauty's limited brand, product, and
geographic diversification, as it operates with one primary brand,
Bare Escentuals, and is mainly focused on the U.S. foundation sub-
segment.

Direct competition in MD Beauty's niche segment is unlikely to
materially lower sales levels given its strong brand following,
but could impact sales growth and pricing.  Further, competitors
could challenge the overall segment with alternative new product
ideas.  The ratings also recognize that MD Beauty's past success
has been positively impacted by the CEO's marketing expertise, as
well as her ability and willingness to act as a spokesperson to
drive purchases and customer loyalty through regular appearances
on QVC, in infomercials and at other company sponsored events.
Moody's believes her continued involvement will be a key factor in
the company's performance.

Over the coming year, Moody's does not anticipate rating changes.
However, Moody's could consider a positive outlook change if
management successfully builds upon the recent operational
performance to a degree that allows for rapid deleveraging.  The
establishment of a longer track record at current profitability
levels, a more diversified mix of products, brands and
distributional channels, and sustained deleveraging over the long-
term could result in a ratings upgrade.  Conversely, negative
rating actions could be possible through the realization of
identified risks resulting in weakened profit levels and impaired
debt reduction capability.

MD Beauty, Inc. with headquarters in San Francisco, California is
a leading marketer of cosmetics and skin products, under the:

   * Bare Escentuals, and
   * MD Formulations brands.


MIRANT: Treatment of Claims & Interests Under 2nd Amended Plan
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates believe that the
claim amounts to be distributed under their Second Amended Plan of
Reorganization are reasonable estimates of the likely resolution
of outstanding disputed Claims.  The amounts utilized differ
materially from the outstanding filed Claim amounts.  The filed
claim amount for the Mirant Debtors is currently in excess of
$23,300,000,000, and the filed Claim amount for the MAG Debtors is
currently in excess of $13,700,000,000, taking into account the
results of the claim objection or estimation process.

The estimated allowed distributions in each class under the
Second Amended Plan are:

A. Unclassified Claims

                            Estimated         Treatment
    Classes of Claims       Allowed Claims    under the Plan
    -----------------       --------------    --------------
    Administrative Claims      $56,600,000    100% recovery

    Priority Tax Claims        $15,000,000    100% recovery

B. Classified Claims and Interests of Mirant Debtors

    Classes of              Estimated         Treatment
    Claims & Interests      Allowed Claims    under the Plan
    ------------------      --------------    --------------
    1  Priority Claims             $44,000    Unimpaired

                                              100% recovery

    2  Secured Claims      $152,100,000 of    Impaired
                            Allowed Claims
                          plus $300,000 of    100% recovery
                          interest accrued
                         from the Petition
                          Date through the
                            Effective Date

    3  Unsecured            $5,690,600,000    Impaired
       Claims           of Allowed Claims,
                         plus $672,700,000    Recovery: More than
                       of interest accrued    required by the
                         from the Petition    "best interests of
                          Date through the    creditors" test
                            Effective Date

    4  Convenience        Up to $6,200,000    Impaired
       Claims
                                              100% recovery

    5  Equity
       Interests                       N/A    Impaired

                                              Recovery:
                                              Undetermined

C. Classified Claims and Interests of MAG Debtors

    Classes of              Estimated         Treatment
    Claims & Interests      Allowed Claims    under the Plan
    ------------------      --------------    --------------
    1  Priority Claims             $11,000    Unimpaired

                                              100% recovery

    2  Secured Claims       $39,200,000 of    Impaired
                           Allowed Claims,
                           plus $1,000,000    100% recovery
                       of interest accrued
                         from the Petition
                          Date through the
                            Effective Date

    3  New York               Undetermined    Undetermined
       Tax Secured
       Claims                                 100% recovery

    4  PG&E/RMR               $133,000,000    Impaired
       Claims
                                              100% recovery

    5  Unsecured            $1,157,400,000    Impaired
       Claims            plus $210,500,000
                                  interest    100% recovery

    6  MAG Long-term        $1,732,700,000    Unimpaired
       Note Claims       plus $416,400,000
                       of interest accrued    100% recovery
                         from the Petition
                          Date through the
                            Effective Date

    7  Convenience              $4,800,000    Impaired
       Claims
                                              100% recovery

    8  Equity
       Interests                       N/A    Unimpaired

                                              Recovery:
                                              Undetermined

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


MIRANT CORP: Financial Projections Underpinning 2nd Amended Plan
----------------------------------------------------------------
M. Michele Burns, executive vice president, chief financial
officer and chief restructuring officer of Mirant Corporation,
relates that the Debtors have prepared financial projections in
connection with their preparation and filing of the First Amended
Disclosure Statement.  Since then, actual results have been
realized and new information has become available to the Debtors,
including updated cash flow forecasts and additional information
developed and identified subsequent to the development of the
projections that vary materially from the projections.

Under the Second Amended Plan, the Debtors provided updated
consolidated pro forma statements of financial position of
Mirant, Mirant Americas Generation LLC, New MAG Holdco, MIRMA and
West Georgia for the remaining portion of 2005 as well as for the
years 2006 through 2011.

A full-text copy of the Debtors' updated Financial Projections is
available for free at http://ResearchArchives.com/t/s?1f2

According to Mr. Burns, the Updated Projections utilize the
preliminary valuation prepared by The Blackstone Group solely in
connection with the filing of the First Amended Disclosure
Statement.  Absent a stipulated or bankruptcy court-determined
enterprise value of the Debtors, Mr. Burn says, Mirant intends to
identify an enterprise value for purposes of "fresh start"
accounting utilizing market data, including the trading prices of
the Debtors' securities that may differ materially from the
valuation assumed in the projections.

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


MIRANT CORP: Liquidation Analysis Under 2nd Amended Plan
--------------------------------------------------------
A comparison of creditor recoveries under the Second Amended Plan
filed in Mirant Corporation and its debtor-affiliates' chapter 11
cases to a hypothetical Chapter 7 liquidation shows that creditors
and equity holders will receive more under the Plan than in a
liquidation:

    Consolidated Mirant Debtors          Recovery in Liquidation
    ---------------------------          -----------------------
    Class 1 Priority Claims                      100.0%
    Class 2 Secured Claims                       100.0%
    Class 3 Unsecured Claims                      37.2%
    Class 4 Convenience Claims                    37.2%
    Class 5 Equity Claims                            0%

    Consolidated MAG Debtors
    ------------------------
    Class 1 Priority Claims                      100.0%
    Class 2 Secured Claims                       100.0%
    Class 3 New York Taxing
     Authorities Secured Claims                    N/A
    Class 4 PG&E/RMR Claims                      100.0%
    Class 5 Unsecured Claims                      38.4%
    Class 6 Long Term Debt Claims                 38.4%
    Class 7 Convenience Claims                    38.4%
    Class 8 Equity Claims                            0%

                   Liquidation Analysis Summary

A. Mirant Corporation

    Claim                     Amount          Value      Recovery
    -----                     ------       -----------   --------
    Secured Claims         $13,000,000     $13,000,000    100.0%
     Total Secured Claims   13,000,000      13,000,000    100.0%

    Administrative Claims   33,000,000      33,000,000    100.0%
     Total Administrative
     Claims                 33,000,000      33,000,000    100.0%

    Third-Party Priority
    Claims                   9,000,000       9,000,000    100.0%

    Post-petition
    Intercompany Claims     67,000,000      67,000,000    100.0%
     Total Priority
     Claims                 76,000,000      76,000,000    100.0%

    Third-Party Unsecured
    Claims               6,369,000,000   2,369,000,000     37.2%

    Pre-petition
    Intercompany Claims    487,000,000     181,000,000     37.2%

     Total Unsecured
     Claims              6,857,000,000   2,550,000,000     37.2%

    TOTAL               $6,978,000,000  $2,672,000,000


B. Mirant Americas Generation

    Claim                     Amount          Value      Recovery
    -----                     ------       -----------   --------
    Secured Claims         $40,000,000     $40,000,000     100.0%
     Total Secured Claims  $40,000,000     $40,000,000     100.0%

    Administrative Claims    5,000,000       5,000,000     100.0%
     Total Administrative
     Claims                  5,000,000       5,000,000     100.0%

    Third-Party Priority
    Claims                   6,000,000       6,000,000     100.0%

    Post-petition
    Intercompany Claims     72,000,000      72,000,000     100.0%
     Total Priority Claims  78,000,000      78,000,000     100.0%

    Third-Party
    Unsecured Claims     3,655,000,000   1,402,000,000      38.4%

    Pre-petition
    Intercompany Claims    135,000,000      52,000,000      38.4%
     Total Priority
     Claims              3,790,000,000   1,454,000,000      38.4%

    TOTAL               $3,912,000,000  $1,577,000,000


A full-text copy of the Mirant's Liquidation Analysis under the
Second Amended Plan is available for free at
http://ResearchArchives.com/t/s?1f3

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


MORSE BROTHERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Morse Brothers, Incorporated
             100 Bark Mulch Drive
             Auburn, Maine 04210

Bankruptcy Case No.: 05-21919

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      M B Bagging Corp.                          05-21920
      No. 224, LLC                               05-21921
      Dancing Bear Realty Trust                  05-21922

Type of Business: The Debtor manufactures and sells processed
                  bark mulch and soil products in bulk.

Chapter 11 Petition Date: September 28, 2005

Court: District of Maine (Portland)

Debtors' Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  100 Middle Street, East Tower
                  Portland, Maine 04101-4102
                  Tel: (207) 828-8000

Financial Condition of Morse Brothers, Inc. as of Aug. 31, 2005:

      Total Assets: $5,521,576

      Total Debts:  $5,847,581

Financial Condition of M B Bagging Corp. as of Aug. 31, 2005:

      Total Assets: $1,501,120

      Total Debts:  $815,758

Financial Condition of No. 224, LLC as of Aug. 31, 2005:

      Total Assets: $4,001,506

      Total Debts:  $3,080,727

Financial Condition of Dancing Bear Realty Trust as of
Aug. 31, 2005:

      Total Assets: $420,000

      Total Debts:  $4,063,000

List of 20 Largest Unsecured Creditors of:

            --- Morse Brothers, Incorporated
            --- M B Bagging Corp.

   Entity                                      Claim Amount
   ------                                      ------------
   Becker-Underwood Inc.                           $310,568
   801 Dayton Avenue
   Ames, IA 50010

   Wausau Insurance Co.                            $155,738
   P.O. Box 8017
   Wausau, WI 54402-8017

   Central Maine Power                              $38,793
   P.O. Box 1084
   Augusta, ME 04332-1084

   Hazelton Company Inc.                            $26,432

   Stratham Tire                                    $25,304

   Irving Oil Company                               $24,536

   Kenoco                                           $23,621

   Cronatron Welding Systems Inc.                   $23,131

   Law Offices of Ralph Dyer, PA                    $20,391

   Beaver Peat Moss                                 $19,973

   Starpac Packaging Industries                     $13,159

   Cavendish Agri Services Inc.                     $12,143

   Busque & Laflamme Inc.                           $11,643

   Cooks Logging                                    $10,665

   Trinity Packaging Corp.                           $9,581

   Irving Forest Products                            $9,411

   Mail America                                      $7,243

   Dawn Publishing                                   $7,205

   Industrial Packaging Supply                       $5,935

   Abbotsford Nursery                                $5,280


NOMURA ASSET: Fitch Lifts $35.1 Mil. of Certs. 4 Notches to BBB+
----------------------------------------------------------------
Nomura Asset Securitization Corporation's, commercial mortgage
pass-through certificates, series 1997-D4, are upgraded by Fitch
Ratings:

     -- $42.1 million class A-5 to 'AAA' from 'AA+';
     -- $28.1 million class A-6 to 'AAA' from 'A+';
     -- $21.0 million class A-7 to 'AAA' from 'A';
     -- $21.0 million class A-8 to 'AA+' from 'BBB+';
     -- $35.1 million class B-1 to 'AA-' from 'BBB-';
     -- $35.1 million class B-2 to 'BBB+' from 'BB';
     -- $14.0 million class B-3 to 'BBB-' from 'BB-'.

Fitch affirms these classes:

     -- $587.5 million class A1-D 'AAA';
     -- $84.2 million class A1-E 'AAA';
     -- Interest-only class PS-1 'AAA';
     -- $28.1 million class A-2 'AAA';
     -- $49.1 million class A-3 'AAA';
     -- $21.0 million class A-4 'AAA'.

Fitch does not rate the $21.0 million class B-4, the $14.0 million
class B-5, the $14.0 million class B-6, the $4.6 million class B-
7, or the $218.4 class B-7H certificates.

The upgrades are due to increased credit enhancement since
issuance and the defeasance of a significant number of loans in
the pool.  As of the September 2005 distribution date, the pool's
certificate balance has been reduced by 27% to $1.02 billion from
$1.40 billion at issuance.  Twenty-two loans (29.7%) have defeased
since issuance, including the largest loan in the pool (6.3%).

Currently, three loans (2.1%) are in special servicing and 90 days
delinquent.  The largest of these loans (0.92%) is secured by a
308-room hotel in Gretna, LA, in the New Orleans area.  Ten rooms
had some damage following Hurricane Katrina, but the property
remains open.  Foreclosure is expected by year-end.

The second largest specially serviced loan (0.80%) is secured by a
268-room hotel in Columbus, OH.  The negotiations with the
borrower are ongoing regarding the potential foreclosure or deed
in lieu of foreclosure. The title is expected next month.

The next specially serviced loan (0.40%) is secured by a 104-room
hotel in Manchester, CT.  An assumption request is being processed
by the special servicer.


NORTHWEST AIRLINES: MLT Paying Prepetition Employee Obligations
---------------------------------------------------------------
Northwest Airlines Corporation sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's
permission to pay their prepetition obligations to employees at
MLT, Inc., and continue existing employee practices, programs and
policies.

MLT employs 500 full-time and part-time employees and employs
additional temporary employees from time to time.  None of the
Employees are covered by collective bargaining agreements or
employment contracts.

A. MLT Unpaid Compensation

Employees are paid on a bi-weekly basis and federal, state, and
local income taxes, and social security and Medicare taxes are
withheld from their payroll.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that the average gross bi-weekly payroll to all
Employees is approximately $700,000, which includes $65,000 of
payroll taxes.

MLT has not paid $926,000 for prepetition wages, salaries,
commissions, overtime, and holiday pay to its Employees.  MLT has
pre-filed and pre-paid all of these taxes directly to the
appropriate taxing authorities.

B. MLT Incentive Plans

MLT maintains several incentive plans for different categories of
MLT Employees.  The accrued potential unpaid gross obligations
for the portion of the current performance period that relates to
prepetition periods in connection with the MLT Incentive Plans
aggregate approximately $754,000.

C. MLT Paid Time Off

All full-time and part-time salaried Employees are eligible for
paid time off, which incorporates both vacation and sick days.
As of the Petition Date, the Debtors owe approximately $685,000
to MLT Employees on account of earned and unused paid time off.
The Debtors estimate that approximately $61,600 in payroll
obligations in connection with the unpaid time off benefits.

D. MLT Workers' Compensation Benefits

MLT provides workers' compensation benefits to all Employees
through the Debtors' Worker's Compensation Program.   Few or no
workers' compensation claims are currently pending against MLT.

E. MLT Employee Benefits

MLT has established various plans and programs to provide the MLT
Employees with medical, dental, prescription drug, disability,
life insurance, retirement savings and other similar benefits.

(1) Medical Benefits

MLT offers medical plans through Medica in Minnesota, and Blue
Cross/Blue Shield in North Dakota, including prescription drug
coverage.  Those medical obligations can range from $146,000 to
$246,000 a month.

MLT offers dental plans, which are provided by Guardian in
Minnesota and Blue Cross/Blue Shield in North Dakota.  The
Debtors reimburse administrators $14,000 to $18,000 weekly for
dental expenses.

(2) Reimbursement of Expenses

MLT also offers its Employees the option of enrolling in flexible
spending accounts that allow the Employee to set aside pre-tax
income for reimbursement of eligible expenses.

(3) Insurance

MLT pre-pays the basic life insurance provided by Sun Life
Financial to the Employees.

About 150 Employees participate in a voluntary supplemental life
insurance plan.  The Debtors has withheld $2,000 for those
contributions pending transfer to the vendors.

(4) 401(k) Plan

Employees may participate in a 401(k) plan, which allows them to
contribute between 1% and 50% of eligible pay, up to IRS limits.

MLT may provide a matching contribution of up to 4% of the
employee's eligible pay, by matching 100% of the first 2%
contributed by the employee and 50% of the next 4% contributed by
the employee.  The MLT match is funded annually, at management
discretion, in the first quarter following the calendar year of
the contributions.

F. MLT Reimbursable Business Expenses

MLT reimburses the Employees for certain business expenses
incurred in the performance of their duties.  As of the Petition
Date, approximately $25,000 will be owed on account of those
expenses.

G. MLT Employee Payroll Garnishment/Other Payroll Deductions

Periodically, MLT is presented with garnishment or child support
orders requiring the withholding of Employee wages.  MLT
withholds $18,000 a month for those orders.  In addition,
Employees often request that amounts be deducted from their
payroll for the benefit of other parties, including, without
limitation, charitable contributions.

Payments of these obligations are made from amounts otherwise
payable to the Employees and are not an incremental cost
obligation of the Debtors' estates, Mr. Zirinsky 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. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Honoring Prepetition Customer Obligations
-------------------------------------------------------------
Maintaining public confidence in Northwest Airlines Corporation
and its debtor-affiliates' ability to provide reliable
transportation services is crucial to the Debtors' reorganization
effort, according to Bruce R. Zirinsky, Esq., at Cadwalader,
Wickersham & Taft LLP, tells the U.S. Bankruptcy Court for the
Southern District of New York.

Because of the filing of these Chapter 11 cases, Mr. Zirinsky
explains that the Debtors must take immediate, active steps to
preserve their loyal customer base worldwide.  The Debtors must
show to customers that they will continue to meet their
obligations, unaffected by the commencement of the Chapter 11
cases.

                       Prepetition Tickets

In this regard, the Debtors intend to honor tickets and airway
bills bought prepetition but not utilized until the postpetition
period, including obligations for cargo transport that were
purchased prepetition.

Mr. Zirinsky notes that the Debtors' prepetition ticketholders
will likely have priority claims up to $2,225 each pursuant to
Section 507(a)(6) of the Bankruptcy Code.  Accordingly, the
amounts would ultimately be paid to the prepetition ticketholders
in full prior to payment of other unsecured claims under a plan
of reorganization.

The Debtors also want to honor vouchers that have been issued
prepetition for free or discounted travel.  Mr. Zirinsky relates
that the vouchers may have been issued as compensation to
passengers for late, canceled or over-booked flights or as part
of promotional programs.

As of August 31, 2005, the Debtors' liability for unearned
revenue relating to unused tickets was approximately $1.3
billion.

Debtor MLT Inc., which provides "Worry-Free Vacations" and "NWA
WorldVacations" to customers in North America, also seeks to
honor charter air tickets and vacation packages purchased, but
not yet used, on its Web sites, through its reservations center,
and via travel agents.

As of June 30, 2005, MLT's obligation to customers for the
tickets and packages was approximately $85 million.

                   WorldPerks Travel Program &
                      WorldClubs Memberships

Under WorldPerks(TM), the Debtors' frequent flyer program,
customers earn mileage credits by flying on Northwest or its
alliance partners and by using the services of participating bank
credit cards, hotels, long-distance telephone companies, car
rental firms and other non-airline partners.  WorldPerks build
and maintain a loyal customer base, especially among business
travelers who pay higher fares.

WorldClubs, Northwest's private airport lounges, and its
affiliated worldwide lounge network offer customers access to
more than 150 WorldClubs and affiliated partner locations.  Each
Debtor-operated location provides a variety of services and
amenities to help customers make the most of their travel
experience.

The Debtors want the ability to provide air transportation to
travelers who seek to redeem miles earned prepetition as part of
WorldPerks.  The Debtors also intend to continue to honor
WorldClubs memberships purchased during the prepetition period.

Mr. Zirinsky assures the Court that honoring the WorldPerks
program will not involve any substantial cash expense of the
Debtors' estates, other than those costs normally incurred in
providing travel to passengers.  WorldPerks members can redeem
miles for non-air transportation, which does not require a cash
outlay by the Debtors.  Members may also receive other goods and
services from WorldPerks partners by redeeming miles earned in
the WorldPerks program.

As of June 30, 2005, Northwest had booked $238 million as a
liability for the WorldPerks program, representing 3.6 million in
unredeemed awards.  For the year ended December 31, 2004, the
number of travel awards used for travel on Northwest was
1,380,000, or only 6.9% of Northwest's total revenue passenger
miles for that year.

         Ticket Refunds & Use of Customer Refund Accounts

The Debtors want to enable a ticketholder to obtain refunds in
accordance with the terms of the ticket where applicable.

The Debtors also want to honor prepetition drafts or checks drawn
on their Customer Refund Accounts, to make refund or compensation
payments to customers.  The payments relate to refunds, baggage
claims, denied boarding claims and other similar claims.

For the month of June 2005, the Debtors processed cash refunds
through the refund accounts in checks or drafts totaling
approximately $400,000.

As of June 30, 2005, MLT's refund and travel agent checks not yet
cashed totaled approximately $1 million.

Historically, Northwest's normal ticket refund rate has been 4%
to 5% of total ticket sales.

                Marketing Promotional Certificates

The Debtors make available to the flying public a wide variety of
benefits, including upgrades, coupons for discounts, free travel,
companion passes, discount fares to certain organizations, and
similar benefits.

The Debtors intend to continue to operate these travel coupon
programs and to honor any certificates issued prepetition that
are presented postpetition.

Mr. Zirinsky notes that maintaining the Certificate Programs does
not require significant cash outlays by the Debtors.

                   Corporate Incentive Programs

The Debtors are parties to a number of sales agreements with
large corporate clients including, but not limited to, General
Motors, Microsoft, Federal Express, 3M, General Mills, IBM, Dow
Chemical, Accenture, Rockwell, Exxon Mobil and Ford Motor
Company.  The Debtors offer to these corporate clients discounts
and special fares at time of purchase in return for purchase
commitments.  In addition, upon attainment of the purchase
commitments, the Debtors may grant rebates of cash, upgrade
certificates, free tickets, and WorldClub passes to these
corporate clients.

The Debtors' Biz Perks travel loyalty program rewards small to
medium-sized companies for maintaining travel policies that
encourage their employees to fly on the Debtors or the Debtors'
alliance partners.  Under the Biz Perks program, employees of
participating companies earn credits for their enrolled companies
by flying on Northwest or its alliance partners.  Credits are
later redeemable for travel on Northwest or for upgrades or
WorldClub passes.

The Debtors want to continue honoring these corporate incentive
programs.  The Debtors estimate the costs attendant to these
payments to be de minimis in comparison to the revenues generated
by the sales agreements.

                      Baggage/Service Claims

The Debtors intend to continue making payments or providing
travel credits to passengers in connection with claims regarding
lost or damaged baggage or other service deficiencies that
occurred pre-petition, which are not otherwise covered by pre-
petition insurance policies.  The payments will be small in terms
of aggregate cost.

                    Northwest Charter Flights

The Debtors are party to a number of contracts to charter certain
of their aircraft.  These charter operations primarily cater to
the National Football League and the United States Military.
Additionally, the Debtors provide ad hoc charter services on a
frequent basis to customers like college football teams and the
White House Press Corps, utilizing available aircraft.  The
Debtors want to continue these charter operations and honor any
prepetition obligations with respect to these programs, to the
extent they exist.

                      Court Grants Request

At the First Day Hearing, the Debtors sought and obtained the
Court's authority to honor prepetition obligations under their
Customer Programs.

Judge Gropper directs all applicable banks and other financial
institutions to receive, process, honor, and pay any and all
checks drawn on the Debtors' accounts to customers whether those
checks were presented prior to or after the Petition Date, and
make other transfers.

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


NORTHWEST AIRLINES: Paying Travel, Tour & Cargo Agency Claims
-------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates seek the
Court's authority to honor prepetition obligations to travel
agencies, charter and tour operators, cargo sales agencies and
other business partners.

                         Travel Agencies

(a) Commissions

The Debtors have contracts with global, national, and regional
travel agencies including but not limited to American Express,
Carlson Wagonlit and TQ3Navigant.  The Debtors use multiple "pay-
for-performance" incentive structures to reward travel agencies
for selling Northwest tickets rather than tickets on other
airlines.  The Debtors pay an individual agency commissions in
cash if the agency meets or exceeds certain contractual levels.
Certain agencies may opt to receive payment in Universal Air
Travel Plan Agreement accounts that can be used to  purchase
tickets on Northwest flights.

The Debtors estimate that accrued but unpaid travel agency
commissions, including commissions to general sales agents, for
prepetition passenger ticket sales as of June 30, 2005, total
approximately $57 million.

Debtor MLT Inc., meanwhile, owed approximately $4 million in
commissions and refunds to travel agents as of June 30, 2005.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft, LLP,
in New York, reports that 65% of the Debtors' year-to-date
passenger revenues as of June 30, 2005, were generated by travel
agencies who have direct contact with the Debtors' customers.
Approximately 50% of the Debtors' travel agency business involves
Northwest corporate clients.

Approximately 80% of MLT's revenues are generated by travel
agencies.

Additionally, MLT uses an annual incentive "override" program,
which was launched at the beginning of 2005, to encourage sales
among selected travel agencies.  MLT intends to pay all travel
agents in accordance with the program rules.  MLT estimates the
cost of this program for 2005 to be approximately $600,000.

(b) Refund Claims

In addition to commissions, travel agencies often possess refund
claims against airlines for refunds made to various customers.
These claims are processed by Airline Reporting Corporation for
domestic travel agents and via bank settlement plans for foreign
travel agents.  The industry utilizes a clearinghouse that remits
funds owed to the Debtors from each travel agency and offsets the
commission or  refund claims of each travel agency against these
amounts.

Neither ARC nor BSPs implement the set-off procedures in the case
of a carrier bankruptcy.  Instead, they may suspend offsets of
prepetition travel agency refund claims that have not been
processed before the filing date.

The Debtors ask the Court to modify the stay, solely to the
limited extent necessary to permit the agents, ARC and BSPs to
follow their normal set-off and processing procedures in respect
of undisputed claims in accordance with the terms and conditions
of their contracts as if no bankruptcy filing had occurred.

As of June 30, 2005, refunds processed through ARC and the BSPs
were approximately 3% of total ticket sales.

In the absence of offsets, Mr. Zirinsky explains, travel agencies
might not remit the full amount of their receipts from
postpetition sales.  By allowing travel agencies who make refunds
on prepetition tickets the right to offset in accordance with
regular prepetition procedures, the Debtors expect to reduce
greatly the risk that travel agencies will establish self-help
reserves.  The result should be to expedite the receipt of the
proceeds of ticket sales generated by the network of travel
agencies upon whom the Debtors' successful operation so
critically depends.

(c) Fees to Web site operators

The Debtors also sell tickets to customers through online travel
Web sites, including but not limited to, Orbitz, Travelocity.com
and Expedia.com.  Tickets sold through third party online travel
Web sites accounted for approximately 10% of the Debtors'
passenger revenues in 2004.  Through the use of these Web sites,
the Debtors have significantly reduced their distribution costs.

Pursuant to this relationship, the Debtors provide the Web site
operator a per ticket fee when a customer purchases a ticket for
travel on Northwest through the Web site.

The Debtors estimate their outstanding obligations to be
approximately $1.2 million as of June 30, 2005.

                          Tour Operators

The Debtors provide air transportation that is sold together with
ground arrangements, like hotel accommodations or car rentals, as
a total package to consumers through various independent tour
operators.  Use of tour operators as distributors of the Debtors'
seats is particularly widespread in international sales.  The
tour operators, in turn, distribute the packages through travel
agents or, in some cases, sell directly to consumers.  These tour
operators, as direct liaisons to the Debtors' customers,
represent an important part of the distribution of the Debtors'
services to their customers.

Generally, the Debtors receive full payment for the air and
ground segments from the sale of a tour package by a travel
agent.  The travel agency creates a miscellaneous charge order
document, which is sent to the tour operator.  The tour operator
then bills the Debtors for the full amount of the MCO and pays
the underlying service providers.

The package tour process will break down if the Debtors are
unable to honor prepetition MCOs presented for payment in the
postpetition period.  Travelers who are already on tours might be
stranded, some in remote destinations.  Those travelers who have
not yet embarked on their tours may be forced to cancel their
trips.

                  Hotels, Rental Car Companies &
              Providers of Vacation-Related Services

In connection with its vacation business, MLT maintains
relationships with hotels, rental car companies and various
providers of other vacation-related services.  MLT's financial
liability to these vendors is generally limited to payables from
the last 30 to 60 days depending on the time of year.  Payables
are highest in February through April, and lowest in October
through November.  This liability represents payables to vendors
for travel that has already occurred.  As of June 30, 2005, MLT
owed approximately $23 million under these relationships.

                       Cargo Sales Agencies

The Debtors have agreements with cargo sales agencies, similar to
travel agencies, to sell their air cargo services.  These sales
are either:

   1.  invoiced directly to the cargo sales agencies using an
       outside service provider, API Outsourcing, Inc.; or

   2.  the sales are cleared and settled by a clearinghouse.

In the United States, the sales are reported to Cargo Network
Services Corp. Internationally, the sales are reported to the
Cargo Agency Settlement System operating in a particular country.

The Debtors are parties to certain executory contracts with CNS
and CASS.

Cargo Sales Agencies may possess claims against airlines for
refunds or overpayments.  Pursuant to the Cargo Settlement
Agreements, the claims are processed and cleared by the Cargo
Sales Agency upon submission and approval of a Cargo Correction
Advice.  The Cargo Sales Agency then remits funds owed to the
Debtors from each cargo sales agency or offsets the cargo sales
agencies' refund claims against the funds owed to the Debtors.

The Debtors believe that if these offsets were not permitted,
cargo sales agencies would be reluctant to do business with them.
Furthermore, in the case of a carrier bankruptcy, the Cargo Sales
Agency does not implement set-off procedures. Instead, they may
suspend offsets of prepetition cargo sales agency claims that
have not been processed before the Petition Date.

The Debtors ask the Court modify the stay to permit the Cargo
Sales Agencies or other similar agencies to follow their normal
set-off procedures in respect of undisputed obligations.

Historically, refund and overpayment claims constitute less than
1% of the Debtors' total air cargo sales.

                       Barter Arrangements

The Debtors maintain certain barter arrangements with a number of
organizations that provide a wide range of services and support
to the Debtors' operations in return for the Debtors providing
air transportation.

The Debtors have three types of barter arrangements:

   (i) Those with travel agencies whereby the Debtors match the
       agencies' contributions from earned incentives;

  (ii) those where the Debtors contribute to charitable
       organizations coupons/credits to be used toward travel
       products and services; and

(iii) those with vendors where the vendors are paid with
       vouchers for air travel in lieu of cash payment for goods
       and services rendered to the Debtors.

The Debtors want to continue honoring these barter arrangements
with respect to prepetition obligations incurred.  The barter
arrangements involve no significant cash outlays, and the Debtors
believe that the amount of unredeemed air transportation
obligations incurred pursuant to barter arrangements as of the
Petition Date is not substantial.

                          *     *     *

The Honorable Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorizes the Debtors to make
payment to the agencies on the condition that by accepting
payment, the agencies agree to maintain, reinstate or otherwise
comply with their On-Going Obligations/Terms with the Debtors
during the pendency of these cases.

If an agency thereafter does not provide the Debtors with, or
otherwise comply with, On-Going Obligations/Terms, then any
payments of prepetition claims made after the Petition Date will
be deemed to be unauthorized postpetition transfers and
automatically recoverable by the Debtors in their discretion.

The stay is modified solely to permit the travel agencies, ARC,
BSPs, and the cargo sales agencies to follow their normal set-off
and processing procedures with respect to undisputed obligations.

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)


NUTRAQUEST INC: Wants Removal Period Stretched to April 11, 2006
----------------------------------------------------------------
Nutraquest, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey to further extend until April 11, 2006, the period
within which it can remove prepetition civil actions pending in
various state and federal courts to the District of New Jersey for
continued litigation and resolution.

The Debtor doesn't want to lose this valuable right to transfer
lawsuits from remote courts to New Jersey.  The Debtor believes
that the extension will provide them ample time to make decisions
about which court should be asked to resolve each pending action.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C., represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it estimated assets between
$10 million to $50 million and estimated debts between $50 million
to $100 million.


OLENTANGY COMMERCE: Court Dismisses Chapter 11 Case
---------------------------------------------------
The Honorable Donald E. Calhoun of the U.S. Bankruptcy Court for
the Southern District of Ohio dismissed the chapter 11 proceeding
of Olentangy Commerce Center Limited Partnership at the Debtor's
behest.

Michael Bornstein, Esq., at Ricketts Co., LPA, told the Court that
the Debtor has no prospects for a successful reorganization since
Connecticut General Life Insurance Company, its primary creditor,
has indicated that it would not vote for any plan of
reorganization proposed by the Debtor.

Mr. Bornstein added that reorganization is unlikely because the
Debtor has agreed to grant Connecticut relief from the automatic
stay afforded by its chapter 11 filing.  Connecticut General holds
a mortgage and first priority lien on the Debtor's 500,000 square
foot warehouse/office complex in Grandview, Ohio.

Headquartered in Grandview Heights, Ohio, Olentangy Commerce
Center Limited Partnership owns a warehouse and office site in
Grandview Heights.  The Debtor filed for bankruptcy protection
(Bankr. S.D. Ohio Case No. 05-59249) on May 27, 2005 after
defaulting on a $11.5 million mortgage held by Connecticut General
Life Insurance Co., a major subsidiary of Cigna Corp. Richard T.
Ricketts, Esq., and Michael Bornstein, Esq., at Ricketts Co., LPA
represents the Debtor in its chapter 11 proceedings.  When the
Debtor filed for protection from its creditors, it listed $10 to
$50 million in assets and $10 to $50 million in debts.


OWENS & MINOR: S&P Upgrades Subordinated Debt Rating to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Owens & Minor Inc. to 'BBB-' from 'BB+'.  The outlook is
stable.

At the same time, Standard & Poor's raised its unsecured bank loan
rating on the company to 'BBB-' from 'BB+' and the subordinated
debt rating to 'BB+' from 'BB-'.  "The upgrade reflects our
increased confidence in the company's ability to compete against
larger players in its markets and maintain financial conservatism,
which serves to mitigate the risk of pressures on its thin
distribution margins," explained Standard & Poor's credit analyst
Jordan Grant.

The low-investment-grade rating on Owens & Minor reflects the
company's entrenched market position in the relatively mature and
dynamic medical supply industry -- a ratings strength offset by
the competition that the company faces from well-established
larger entities.  Nevertheless, Owens & Minor has recently made
moderate-size, conservatively financed acquisitions that should
diversify its revenue base and bolster profitability over time.

Richmond, Virginia-based Owens & Minor is the largest pure
distributor of medical supplies and devices to U.S. hospitals.
The company's competitive advantages are the breadth of its
product offerings, its computerized inventory tracking systems,
and its service quality. Because it is included in almost all the
major group-purchasing organizations' contracts, Owens & Minor has
substantial customer diversification.  The company has also
restructured its internal operations in a way that has enabled it
to switch a substantial portion of its customer base to pay for
value-added services other than pure distributor-type price mark-
ups, which should support margins relative to competitors.

Owens & Minor has begun to expand its service offerings further by
adding higher margin supply chain optimization solutions,
inventory management, and third-party logistics services to
complement its core businesses.  The company has also acquired
Access Diabetic Supply LLC, which allows it to participate in the
growing direct-to-consumer diabetes market.  This product line has
substantially higher margins than Owens & Minor's core
distribution business and should also contribute to improved
profitability in the near-to-medium term. Nevertheless, strong
competition limits rapid revenue growth in the company's core
business lines, which still dominate its mix of business.

Owens & Minor's financial policy has remained conservative.  The
company has consistently reduced outstanding debt and eliminated
debt-like preferred equity for the past several years.  In
addition, acquisitions have been small, and funded with internally
generated cash.  Owens & Minor's return on capital is expected to
remain consistent with the low-investment-grade rating (at about
17%) due to the company's well-executed financial strategy.
Similarly, EBITDA coverage of interest is expected to hold at more
than 9x, with lease-adjusted debt to EBITDA falling to less than
2x in 2005 -- both strong measures for the rating.


PHARMACEUTICAL FORMULATIONS: Completes 363 Sale to Leiner Health
----------------------------------------------------------------
Pharmaceutical Formulations, Inc. (OTCBB: PHFR) consummated its
previously-announced sale of substantially all of its assets
related to its OTC solid dose pharmaceutical products business to
Leiner Health Products, L.L.C., pursuant to Section 363 of the
U.S. Bankruptcy Code.  The assets were sold free and clear of all
liens, claims and encumbrances following the approval of the
United States Bankruptcy Court for the District of Delaware on
Sept. 20, 2005.  The Company's Edison, New Jersey facility will be
closed after a transition period, currently planned to end
Oct. 28, 2005.

The purchase price of $23,000,000 (plus certain assumed trade
liabilities) is being used to pay certain creditors of the
Company.  It is not anticipated that there will be any payments
made with respect to PFI's outstanding shares of capital stock.
The Company is continuing to operate Konsyl Pharmaceuticals Inc.,
which was not part of the sale.

Headquartered in Carson, Calif., Leiner Health Products --
http://www.leiner.com/-- 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.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PROTOCOL SERVICES: U.S. Trustee Names 3-Member Creditors' Panel
---------------------------------------------------------------
The U.S. Trustee for Region 15 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Protocol
Services, Inc., and its debtor-affiliates' chapter 11 cases:

     1. A&M Tool & Molding Corporation
        Attn: Mark A. Pinkston
        Van Winkle, Buck, Well, Starnes & Davis
        AA, 11 N. Market St.
        Asheville, NC 28801
        Tel: 828-258-2991, Fax: 828-257-2767

     2. Matthew J. Downey
        3068 Via Loma
        Fallbrook, CA 92028
        Tel: 760-451-1696, Fax: 760-451-1697

     3. Packing Effects, Inc.
        Attn: John B. Wilson
        1548 W. Collins Ave.
        Orange, CA 92867-5419
        Tel: 714-288-4900, Fax: 714-516-1707

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: Court Approves Key Employee Retention Plan
-------------------------------------------------------------
The Honorable James W. Meyers of the U.S. Bankruptcy Court for the
Southern District of California put his stamp of approval on
Protocol Services, Inc., and its debtor-affiliates' request to
implement a Key Employee Retention Plan.  Judge Meyers also
approved some amendments to Protocol's employment contracts with
its CEO and CFO.

Under the KERP, the Debtors contemplate paying their 34 managers
an aggregate bonus of $2,354,847.  The Plan classifies the 34
managers into three tiers.  The retention bonus will be paid to
each tier in three installments:

   1) each manager will receive 35% of his bonus 30 days after a
      plan's confirmation;

   2) an additional 30% will be given on a plan's effective date;
      and

   3) the remaining bonus will be paid 90 days after a plan's
      effective date.

The Debtors fear that without this enhanced compensation, these
managers will lose their zeal in promoting the companies'
successful restructuring or worse, take jobs elsewhere.

The Debtors also want to amend the employment contracts of their
chief executive officer and chief financial officer to provide
increased compensation to them.

In March 2004, Protocol retained Charles Dall'Acqua as CEO, and
Joel Bakal as CFO.  The Company's previous senior management team
failed to successfully operate Protocol.

According to the Debtors, Mr. Dall'Acqua made major sales,
financial and operational improvements to Protocol.  In short, the
new CEO's management team made achievable projections and exceeded
them.

Protocol filed for chapter 11 protection, despite an operationally
sound and cash generating financial structure, to deleverage its
balance sheet.

The Debtors tell the Court that it needs to implement the Plan to
ensure that their key employees will continue to provide essential
sales, management and operational services in order to maintain
and maximize the going concern value of the bankruptcy estates.

A full-text copy of the Key Employee Retention Plan is available
for free at http://bankrupt.com/misc/Protocol.KERP

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: Senior Lenders Want Board Replaced
-----------------------------------------------------
Canadian Imperial Bank of Commerce, acting as administrative
agent, and Bayside Recovery 2004, Inc., and its affiliates,
are Protocol Services Inc. and its debtor-affiliates' secured
lenders under a Fifth Amended and Restated Credit Agreement
dated Aug. 6, 2002.  The senior lenders ask the U.S. Bankruptcy
Court for the Southern District of California to appoint a
chapter 11 trustee, or a responsible person, plan administrator
or examiner in the Debtors' cases -- anything that will displace
the Protocol Services' Board of Directors.

                  The Subordinated Lenders

In 1999, Willis Stein & Partners III, L.P., and BCI Growth V,
L.P., and certain of its affiliates purchased a controlling
interest in the Debtors with an $81 million investment.  These
investors are private equity firms based in Illinois and New
Jersey that manage funds invested by limited partners.

According to the Senior Lenders, the investment fund managers led
the Debtors on an aggressive but ill-fated roll-up strategy.  That
strategy called for the acquisition of disparate businesses and
integrating them under an advertising agency services, if
successful could have provided for higher margins.  Over time, the
Board spent $108 million acquiring companies in the creative end
of the marketing business.  The strategy bombed.

The Board also recruited members to the higher management teams to
integrate the roll-ups.  The Board touted the supposed strength of
the managers they recruited and supervised.

However, Joe C. Bakal, the Debtors' Chief Financial Officer, said
in his declarations supporting the companies' first day motions,
that in 2004, Protocol was faced with a mismanaged sales force,
bad contracts, poor financial reporting systems, inaccurate
forecasting and excessive overhead.  The sales force was in
disarray and there was an inefficient lackluster sales performance
and bad morale.

The Board's business plan dismally failed.  The Debtors never
profited from the roll-up strategy.

                        Prepetition
                  Financial Restructuring

As a contingency, the Board attempted a series of financial
restructurings.  Loans under Senior Credit Agreement with CIBC and
Bayside facilitated one of those and gave rise to the $119 million
Senior Debt.

In another transaction, the Debtors sold Series A Subordinated
Notes for $70 million to investors who based their purchase on
rosy projections of profitability.  The Noteholders didn't receive
anything for their investments.  They instead agreed to take one
seat on the Board in exchange for the conversion of $41 million of
the Debtors' debt into common stock.

Willis Stein & Partners and BCI Growth made an additional $14
million investment in 2002, and charged 30% annual PIK interest on
that loan.  The Debtors obligations under the 30% Series B
Subordinated Notes multiplied to $33 million as of the Debtors'
bankruptcy filing.

A series of defaults under the Senior Credit Agreement followed.
The Debtors repeatedly promised to deliver payments and
restructuring proposals.  Rather than delivering on its promises,
the Senior Lenders tell the Court that, early this year, they
received an offer to purchase the debt for 49% of the principal
amount.

                    Board's Conflicts
                       of Interest

CIBC and Bayside allege that the directors have grossly mismanaged
the businesses, breached their fiduciary duties to the Debtors and
their creditors, and used their positions to advance their own
interests as subordinated lenders at the expense of other
creditors.  The senior creditors accuse the Board of:

   (A) surreptitiously amending the Debtors' articles of
       incorporation to entrench themselves in their control
       positions,

   (B) bribing senior management via the motion filed in August
       2005 asking for the Court's permission to implement a
       Key Employee Retention Program; and

   (C) filing a so-called consensual plan that's supported only by
       insiders.

The Plan, the Senior Lenders contend, will leave the Debtors
significantly overleveraged and perpetuate a financial distress
designed to strengthen the subordinated lenders' hold on the
Debtors.  Also, confirmation of the Plan will cause expensive
litigations against the Debtors, the cost of which will be foist
off on the Senior Lenders and other creditors.

                    The Senior Lenders
                Financial Restructuring Plan

After refusing the 49% purchase offer from the Debtors, the Senior
Lenders drafted their own financial restructuring plan for the
company.  The negotiations started on March 2, 2005.  On April 7,
the senior lenders believed that a rough agreement was reached
with the Board.  However, it soon became apparent to the Senior
Lenders that the Board was unwilling to agree to the Term Sheet.
Left with no choice, the Senior Lenders sent a notice declaring
all debts under the Amended Pact due and owing.

                        Cram Down

As reported in yesterday's edition of the Troubled Company
Reporter, the Debtors filed a Disclosure Statement and Plan of
Reorganization with the Court.  In the Disclosure Statement, the
Debtors outlined its plan to use the cram down provision of the
Bankruptcy Code to confirm its Plan without the Senior Lenders'
consent.

The Plan also outlined a business strategy that projects enormous
growth in the Debtors' profitability -- the same business strategy
that the Board was unsuccessful with since 1999.

               Need for Impartial Third Party

The Senior Lenders believe that only an impartial third party can
effect a true consensual resolution of the Debtors' restructuring.
The Board's conflicts of interest and mismanagement are ample
cause for the Court to appoint an independent person who can take
the helm while the Debtors are reorganizing.

The Subordinated Lenders control of the Board must be stopped if
the parties are to achieve a fair, prompt and successful
reorganization, the Senior Lenders assert.

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.


RANK PLC: Fitch Holds BB+ Rating on Senior Unsecured Debt
---------------------------------------------------------
Fitch Ratings affirmed UK-based Rank plc's ratings at Senior
Unsecured 'BB+' and Short-term 'B'.  The rating Outlook remains
Negative.

Rank's activities include gaming (Mecca Bingo, Grosvenor Casinos
and Blue Square, Hard Rock Casinos), film processing and digital
post-production services through Deluxe Film, and the Hard Rock
cafe outlets.  Hard Rock Hotels are operated through a joint
venture with Sol Melia.  Two Hard Rock hotels and casinos are
located in Seminole Indian territories in Florida.

"Most of Rank's operations are highly mature, and the UK gaming
deregulation is unlikely to markedly enhance the group's cash flow
generation as it will only affect the Grosvenor Casino
activities," says Olivier de Combarieu, Director within Fitch's
European corporates team.  Grosvenor Casino activities accounted
for 14% of Rank's H105 operating profit.

Rank's end-H105 net debt increased to GBP737 million due to the
GBP51m cash outflows from its Deluxe Film contract advances to
studios.  Unadjusted net debt-to-annualized EBITDA (under IFRS)
stood at 2.9x at H105, compared to 2.4x at YE04.  Although the
increase in leverage partly reflects incremental Deluxe Film
advances, there is little assurance that cash inflows from the
amortization of those advances will be used to materially de-
leverage the group over the two next years.

Management has indicated that it may increase its payout to
shareholders over the medium term.  If this is the case, cash
inflows from maturing advances may be paid out to shareholders.
Yet Deluxe Film is also expected to provide additional advances to
renew contracts with studios from 2007 onwards, thereby increasing
its debt levels.

Rank's ability to increase leverage is constrained by covenants
such as a maximum leverage ratio included in bank financing
arrangements.  This affords these creditors some protection should
Rank exceed the ratio threshold.  However, the holders of the
convertible and Yankee bonds issued by Rank do not benefit from
such protection.

Although a plan to "separate" Deluxe Film from the rest of the
group was announced in September 2004, Fitch notes that the film
processing operations may remain within Rank.  Management admits
than a de-merger followed by a listing of Deluxe Film as an
independent entity will be difficult.  It continues to look at
selling Deluxe Film to a third-party, but such a transaction is
less than ideal as contracts between Deluxe and studios include
changes of control clauses.  They have to be renegotiated,
potentially reducing the value of Deluxe.  As a result Deluxe Film
may remain within Rank providing some diversification to a group
that otherwise relies heavily on gaming and the Hard Rock cafes.
Fitch notes that digital cinema remains a major threat looming
over Deluxe Film.

Some of Rank PLC's securities trade in the United States and Rank
PLC delivers periodic disclosures to the Securities and Exchange
Commission.  Rank PLC's SEC filings are available for free at
http://researcharchives.com/t/s?1ec


RAVEN MOON: Registers 80 Million Shares for Stock Offering
----------------------------------------------------------
Raven Moon Entertainment, Inc., filed a Registration Statement
with the Securities and Exchange Commission for the sale of
80 million shares of common stock.  The Company values the offer
at $320,000.

The Company has appointed Florida Atlantic Stock Transfer, Inc.,
as transfer agent and registrar for the Common Stock.

The authorized stock of the Company consists of 5 billion
authorized shares, par value $.0001 per share, 71,291,370 shares
of which were outstanding as of Sept. 15, 2005, and 800,000,000
authorized shares of Preferred Stock, par value $.0001 par value,
approximately 600,000 shares of which were outstanding as of
Sept. 15, 2005.

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 $0.0009 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.


REGIONAL DIAGNOSTICS: Plan-Filing Period Intact Until Oct. 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, extended Regional Diagnostics, LLC, and its
debtor-affiliates' exclusive period to file and solicit
acceptances of a chapter 11 plan.  The Debtors have until
Oct. 19, 2005, to file a plan of reorganization and disclosure
statement and until Nov. 18, 2005, to solicit acceptances
of their plan.

The Debtors told the Court they have made significant progress in
consensually resolving disputes with their major creditor
constituencies, and have endeavored to move their bankruptcy cases
forward.

The Debtors have also signed a compromise and settlement agreement
with its DIP lenders, Merrill Lynch Capital and the Royal Bank of
Canada, and the Official Committee of Unsecured Creditors.

The settlement agreement resolves the objections raised by the
Committee and the DIP lenders with regard to the sale of
substantially all of the Debtors' assets on August 9, 2005.

The Debtors explain that the exclusivity extensions will eliminate
the risk that the compromises embodied in the settlement agreement
will be derailed as a result of the filing of a competing plan.
The exclusivity extensions will also allow the Debtors to propose
and confirm a plan that incorporates the provisions of the
settlement agreement.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


RELIANCE GROUP: Judge Gonzalez Says Okay to SEC Settlement Offer
----------------------------------------------------------------
The Hon. Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York gave Reliance Group Holdings, Inc.,
and its debtor-affiliates permission to make a settlement offer to
the Securities and Exchange Commission.

As reported in the Troubled Company Reporter on Sept. 13, 2005,
counsel for RGH and the SEC engaged in discussions and have
reached an agreement whereby RGH would make an Offer of
Settlement to the SEC.  Under the Offer of Settlement, the SEC
will enter an order revoking the registrations of each class of
RGH's securities, pursuant to Section 12.  Entry of the order will
terminate RGH's reporting obligations and open market trading
activities in its registered securities.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RITE AID: Elects Three Individuals to Board of Directors
--------------------------------------------------------
Rite Aid Corporation's (NYSE, PCX: RAD) Board of Directors
reported the election of three new board members to the Board.
Their terms will expire at the company's annual meeting in June
2006, at which time it is expected they will stand for
re-election.  This election brings the Board membership to 12.

Elected to the Board are:

   * Joseph B. Anderson, 62, chairman of the board and chief
     executive officer of TAG Holdings, LLC, a holding company for
     various manufacturing, service and technology-based
     businesses in North America and Asia, since 2002.  Prior to
     TAG Holdings, Mr. Anderson was chairman and chief executive
     officer of Chivas Industries, LLC, a manufacturer of products
     for the automotive industry, from 1994 until 2002.  He began
     his business career with General Motors in 1979, after 13
     years as an officer in the U.S. Army.

     Mr. Anderson currently serves on the boards of Quaker
     Chemical Corporation, ArvinMeritor, Inc., and Sierra Pacific
     Resources.  He received a bachelor of science degree in math
     and engineering from the United States Military Academy, two
     master's degrees from the University of California in Los
     Angeles and graduated from the Harvard Advanced Management
     Program.  His professional and civic affiliations include
     chairman of the Original Equipment Suppliers Association,
     director of the Society of Automotive Engineers Foundation
     and executive committee member of the National Association of
     Black Automotive Suppliers.  Mr. Anderson also serves on the
     board of trustees of Kettering University.

   * Robert Mariano, 55, chairman and chief executive officer of
     Roundy's Supermarkets, Inc., the leading retail grocer in
     Wisconsin operating 134 stores under the Pick `n Save, Copps
     and Rainbow Foods banners in Wisconsin, Minnesota and
     Illinois.  Before joining Roundy's in 2002, he spent 25 years
     at Dominick's Supermarkets in metropolitan Chicago, working
     his way to the top until he served as president, chief
     executive officer and chief operating officer from 1995 to
     1998, when he sold the chain to Safeway, Inc.

     Since joining Roundy's, Mr. Mariano consolidated and
     relocated the company's home office, moving it from the
     Milwaukee suburbs to downtown Milwaukee.  Under his
     leadership, the company built the Roundy's Oconomowoc
     Distribution Center, a 1.1 million square foot facility
     located between Milwaukee and Madison, in Oconomowoc.  Mr.
     Mariano also established the Roundy's Foundation, which
     provides grants to local non-profit groups concerned with
     hunger relief, families in crisis and the advancement of
     literacy.  Mr. Mariano has an MBA from the University of
     Chicago and a B.S. in Biology from the University of
     Illinois, Chicago.

   * Marcy Syms, 54, chief executive officer of SYMS Corporation,
     a chain of off-price clothing stores with 37 stores in 16
     states, since 1998 and president and a director of SYMS since
     1983.  Author of the book "Minding Your Own Business and
     Keeping It In the Family," Ms. Syms has also been an
     instructor at Parsons School of Design.

     She is currently chair of the advisory board for the Federal
     Reserve Bank of New York, a board member of the New York
     Chapter of the American Heart Association and the Manhattan
     Theatre Club and a member of the World President's
     Organization.  A founding member of the Sy Syms School of
     Business at Yeshiva University, she also serves as a trustee
     for Prosperity New Jersey, a public/private partnership
     designed to promote economic development.  She holds a
     masters of science degree in public relations from Boston
     University.

Rite Aid Corporation -- http://www.riteaid.com/-- is one of
the nation's leading drugstore chains with annual revenues of
$16.8 billion and approximately 3,400 stores in 28 states and the
District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Sept 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

While liquidity over the next twelve months is adequate, revision
of the outlook to negative on Rite Aid's long-term debt ratings
reflects Moody's concern that operating results have stabilized at
a level insufficient to fully fund fixed charges such as debt
service, cash preferred stock dividends, and capital investment,
as well as the company's weak operating performance relative to
higher rated peers.

This rating is lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Ratings affirmed are:

   -- $860 million 2nd-lien senior secured notes (comprised of 3
      separate issues) at B2;

   -- $1.28 billion of senior notes (comprised of 8 separate
      issues) at Caa1;

   -- $250 million of 4.75% convertible notes (2006) at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


ROOMLINX INC: Michael Wasik Joins Board of Directors
----------------------------------------------------
RoomLinX, Inc. named Michael S. Wasik, founder of SuiteSpeed and
RoomLinX Executive Vice President, to its Board of Directors.

Mr. Wasik joined the RoomLinX Executive Management team in August
of 2005 after executing the merger of SuiteSpeed with RoomLinX.
Currently Mr. Wasik is responsible for leading the Wireless LAN
Division of RoomLinX, which currently supports approximately
35,000 hotel rooms nationwide.

"Mike is a welcome addition to the Board," said Aaron Dobrinsky,
CEO of RoomLinX.  "His enthusiasm for our business and his focus
on creating operational efficiencies within RoomLinX made him an
obvious choice as we look to expand our Board.  As RoomLinX
largest shareholder, Mike understands that good stewardship from
the Board will provide the Company with a solid foundation for
growth."

The Company said it may further expand its Board of Directors.
"We expect that all prospective candidates will be fully
independent and will adhere to the highest standards of corporate
governance," Mr. Dobrinsky said.

                      Going Concern Doubt

RoomLinX, Inc., delivered its quarterly report on Form 10-QSB for
the quarter ending June 30, 2005, to the Securities and Exchange
Commission on Sept. 13, 2005.

The Company reported a $1,380,378 net loss on $499,569 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $584,909 in total assets and a
$1,808,354 capital deficit.  The notes to the Company's financial
statements indicate (i) there's doubt about the company's ability
to continue as a going concern, and (ii) that the company is in
default of its 10% promissory notes.

Aaron Dobrinsky, the Company's Chief Executive Officer, said that
"the Company's management has evaluated alternatives to enable it
to pay its liabilities as they become due and payable including
obtaining financing from new lenders and the issuance of
additional equity and debt."

A full-text copy of the Company's latest quarterly filing is
available at no charge at http://ResearchArchives.com/t/s?1f1

                     About the Company

SuiteSpeed is a provider of high-speed wireless Internet access
solutions to hotels. SuitesSpeed's results of operations for the
periods on and after the closing will be included in the Company's
results.

RoomLinX, Inc., is a pioneer in Broadband High Speed Wireless
Internet connectivity, specializing in providing advanced WI-FI
Wireless and Wired networking solutions for High Speed Internet
access to Hotel Guests, Convention Center Exhibitors, Corporate
Apartments, and Special Event participants.  Designing, deploying
and servicing site-specific wireless networks for the hospitality
industry is RoomLinX's core competency.


SAINT VINCENTS: Court Approves DASNY DIP Loan
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its final stamp of approval to the $6.8 million DIP financing
agreement between Saint Vincents Catholic Medical Centers of New
York and its debtor-affiliates, and the Dormitory Authority of the
State of New York.

As reported in the Troubled Company Reporter, DASNY and the United
States Department of Housing and Urban Development agreed to
advance, on behalf of SVCMC, amounts sufficient to pay the debt
service payments on the Mortgage Notes due on the first day of
each month from August 2005 until January 2006:

     $6,765,721 will be advanced in the form of a term loan from
                DASNY; and

     $7,620,364 will be advanced by the HUD through releases from
                a Depreciation Reserve Fund that will not take
                the form of loan.
    -----------
    $14,386,088 Total funds to be received by SVCMC

The Bankruptcy Court authorizes DASNY to release to the Debtors
the remaining four installments totaling $4,478,699 under the
Loan.

DASNY's superpriority administrative expense claim will be:

   (a) pari passu with the superpriority administrative expense
       claim of:

       * Sun Life Assurance Company of Canada and Sun Life
         Assurance Company of Canada (U.S.) pursuant to a
         stipulation Sun Life entered into with the Debtors; and

       * Commerce Bank N.A., if and when the Court approves the
         the Debtors' request to obtain postpetition financing
         with Commerce Bank; and

   (b) will not be recoverable from the avoidance actions.

Any failure of the United States Department of Housing and Urban
Development to demand replenishment of the Depreciation Reserve
Funds on February 1, 2006, will not be a waiver of its rights to
seek replenishment at a later date.

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)


SAINT VINCENTS: Court Grants Interim OK on $35 Mil. Commerce Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates permission to obtain up to $27.5 million under a
DIP financing agreement with Commerce Bank N.A., including an
assumption of the Prepetition Debt, on an interim basis.

As reported in the Troubled Company Reporter, Commerce Bank agreed
to provide up to $35 million under a revolving credit facility.
The Commerce DIP Facility will include the assumption of the $19.1
million SVCMC Debt.  SVCMC owes Commerce Bank the $19.1 million
pursuant to a prepetition credit revolving facility.  The
prepetition facility bears interest at the prime rate of interest
charged by Commerce Bank plus 2%, and has a maturity date of the
earlier of Sept. 30, 2005, or the expiration of the Pools.

The Court grants Commerce Bank a superpriority administrative
expense claim pursuant to Section 364(c)(1) of the Bankruptcy
Code, subject to the Carve-out set forth in the HFG DIP Loan and
the HFG Superpriority Administrative Expense Claim.

Commerce's Superpriority Administrative Expense Claim will be pari
passu with the Superpriority Administrative Expense Claim of the
Dormitory Authority for the State of New York under the DASNY DIP
Loan Agreement and with any other superpriority administrative
claim.

The Court will convene a hearing to consider final approval of the
Debtors' request on October 18, 2005, at 2:30 p.m.

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)


SHC INC: Court Okays Settlement Agreement with PBGC
---------------------------------------------------
Walker Truesdell & Associates, Inc., the Plan Administrator, and
Carroll Services, LLC, the Liquidation Trustee, appointed pursuant
to the confirmed Plan of SHC, Inc., and its debtor-affiliates,
sought and obtained from the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware approval of the
Settlement Agreement with Pension Benefits Guaranty Corporation.

PBGC asserted claims totaling $32,959,462.

                      Settlement Agreement

The parties agreed that:

   (a) PBGC will have an allowed unsecured claim for $23,020,091
       to be distributed and treated in accordance with the terms
       of the Plan;

   (b) PBGC will have an allowed administrative expense for
       $38,087 to be distributed and treated in accordance with
       the terms of the Plan;

   (c) PBGC will have an allowed priority unsecured claim entitled
       to priority treatment under Section 507(a)(4) of the
       Bankruptcy Code for $285,860 to be distributed and treated
       in accordance with the terms of the Plan;

   (d) upon Court approval of the Settlement Agreement, all PBGC
       claims will be fully discharged and satisfied upon
       satisfaction of the allowed general unsecured,
       administrative and priority claims under the Plan.

Pauline K. Morgan, Esq., Michael R. Nestor, Esq., Joseph A.
Malfitano, Esq., and Athanasios E. Agelakopoulos, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware,
represents the Plan Administrator.  Kevin Gross, Esq., at
Rosenthal, Monhait, Gross & Goddess, P.A., in Wilmington,
Delaware, and Jeffrey A. Marks, Esq., and Kim D. Seaton, Esq., at
Squire, Sanders & Dempsey L.L.P, in Cincinnati, Ohio, represent
the Liquidation Trustee.

Headquartered in Chicopee, Massachusetts, SHC, Inc., is a
manufacturer of golf balls and clubs and other sporting goods.
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represents the Debtors.  When the Debtors filed for chapter
11 protection, they listed estimated assets of more than $50,000
and estimated debts of more than $100 million.  The Court
confirmed the Debtors' Joint Plan on July 8, 2004, and the Plan
took effect on Aug. 2, 2004.  Walker Truesdell & Associates, Inc.,
is the Plan Administrator pursuant to the confirmed Plan.


SHC INC: Administrator Has Until Oct. 25 to Object to Claims
------------------------------------------------------------
Walker Truesdell & Associates, Inc., the Plan Administrator, and
Carroll Services, LLC, the Liquidation Trustee, appointed pursuant
to the confirmed Plan of SHC, Inc., and its debtor-affiliates,
sought and obtained authority from the Honorable Mary F. Walrath
of the U.S. Bankruptcy Court for the District of Delaware to
extend until Oct. 25, 2005, the period to object to claims.

The Plan Administrator and Liquidation Trustee gives the Court
three reasons for an extension of the claims objections deadline:

   a) the process of reviewing and analyzing Priority Claims filed
      against the Debtors is time-consuming to enable Walker
      Truesdell and Carrol Services to properly file objections
      against invalid or deficient Claims;

   b) Walker Truesdell and Carrol Services have reached a global
      settlement and resolution of Pension Benefits Guaranty
      Corporation's claims, which took much of their time because
      of its magnitude and complexity; and

   c) because of more than 2,000 creditors holding General
      Unsecured Claims, Carrol Services is still in the time-
      consuming process of analyzing and reviewing the remaining
      General Unsecured Claims.

Pauline K. Morgan, Esq., Michael R. Nestor, Esq., Joseph A.
Malfitano, Esq., and Athanasios E. Agelakopoulos, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware,
represents the Plan Administrator.  Kevin Gross, Esq., at
Rosenthal, Monhait, Gross & Goddess, P.A., in Wilmington,
Delaware, and Jeffrey A. Marks, Esq., and Kim D. Seaton, Esq., at
Squire, Sanders & Dempsey L.L.P, in Cincinnati, Ohio, represent
the Liquidation Trustee.

Headquartered in Chicopee, Massachusetts, SHC, Inc., is a
manufacturer of golf balls and clubs and other sporting goods.
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represents the Debtors.  When the Debtors filed for chapter
11 protection, they listed estimated assets of more than $50,000
and estimated debts of more than $100 million.  The Court
confirmed the Debtors' Joint Plan on July 8, 2004, and the Plan
took effect on Aug. 2, 2004.  Walker Truesdell & Associates, Inc.,
is the Plan Administrator pursuant to the confirmed Plan.


SHC INC: Objections to Enlarge Removal Period Must be Filed Today
-----------------------------------------------------------------
Walker Truesdell & Associates, Inc., the Plan Administrator
appointed pursuant to the confirmed Plan of SHC, Inc., and its
debtor-affiliates, asks the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to extend the period
to file notices of removal of state and civil actions at the
latest to occur:

   (a) Nov. 21, 2005; or

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

The Post-Confirmation Debtors are parties to various State Court
Actions.  The Plan Administrator has had insufficient time to
investigate and evaluate all the said actions whether removal is
appropriate because, together with the Liquidation Trustee, they
focused their efforts in the resolution of the Pension Benefit
Guaranty Corporation's claims.

The extension will give additional opportunity to make fully
informed decisions concerning removal of any State Court Action
and will assure that the Post-Confirmation Debtors will not
forfeit valuable rights under Section 1452(a) of the Judiciary
Procedures Code.

Judge Walrath will convene a hearing at 9:30 a.m. on Oct 6, 2005,
to consider the Plan Administrator's request.  Objections, if any,
must be submitted today, Sept. 29, 2005, at 4:00 p.m.

Pauline K. Morgan, Esq., Michael R. Nestor, Esq., Joseph A.
Malfitano, Esq., and Athanasios E. Agelakopoulos, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware,
represents the Plan Administrator.

Headquartered in Chicopee, Massachusetts, SHC, Inc., is a
manufacturer of golf balls and clubs and other sporting goods.
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represents the Debtors.  When the Debtors filed for chapter
11 protection, they listed estimated assets of more than $50,000
and estimated debts of more than $100 million.  The Court
confirmed the Debtors' Joint Plan on July 8, 2004, and the Plan
took effect on Aug. 2, 2004.  Walker Truesdell & Associates, Inc.,
is the Plan Administrator pursuant to the confirmed Plan.


SIERRA PACIFIC: Moody's Ups Sr. Unsec. Debt & Issuer Ratings to B1
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Sierra Pacific Resources (SPR) to Ba3 from B1 and upgraded SPR's
senior unsecured debt rating to B1 from B2.  Moody's also upgraded
the ratings of SPR's utility subsidiaries Nevada Power Company
(NPC; senior secured to Ba1 from Ba2) and Sierra Pacific Power
Company (SPPC; senior secured to Ba1 from Ba2).  The rating
outlook for all affected companies is stable.  The rating action
concludes a review for possible upgrade announced July 21, 2005.

SPR's speculative grade liquidity rating, which was not under
review for possible upgrade, is affirmed at SGL-3.  A list of the
ratings upgraded and now carrying a stable outlook appears towards
the end of this press release.

The upgrade of ratings for SPR, NPC, and SPPC reflects:

   1) improved financial flexibility throughout the SPR family
      following financing activity over the past 18 months, most
      recently including a successful tender offer to effect early
      conversion of 100% of SPR's $300 million of convertible
      notes to common equity on Sept. 8, 2005;

   2) good prospects for SPR to further improve the consolidated
      capital structure when, according to their terms and
      conditions, $240 million of premium income equity securities
      convert to common equity on Nov. 15, 2005;

   3) Moody's view that the much improved regulatory relationships
      that both NPC and SPPC now have with the Public Utility
      Commission of Nevada (PUCN) will continue, thereby resulting
      in improved earnings potential and more predictable cash
      flow prospects for the utilities on a sustainable basis when
      compared to 2004;

   4) our expectations that SPR's consolidated funds from
      operations can be maintained in the range of 10% to 12% of
      adjusted debt over the next two years, even as additional
      debt may be added to help fund the large utility capital
      spending program associated with adding significant
      generation resources; and

   5) our continuing belief that SPR's protracted litigation with
      Enron Power Marketing, Inc. pertaining to liquidated damage
      claims for terminated power supply agreements with NPC and
      SPPC is unlikely to be resolved in the near term and
      therefore should not pose a funding risk over that time
      frame.

These factors help balance our concern that SPR's leverage will
continue to be high, despite the expected improvement over the
next couple of years.  As of June 30, 2005, SPR's adjusted debt
comprised 71% of adjusted capitalization.

The rating upgrades further reflect the reduced level of
regulatory risk due in large part to a series of supportive
decisions by the PUCN in deferred energy and general rate cases
filed by SPR's utility subsidiaries.  These decisions included
settlements of the most recent deferred energy rate cases for both
utilities earlier this year, approving recovery of virtually all
the deferred energy costs covered by the filings and adjusting the
base tariff energy rates going forward.

The rating upgrades also consider the good progress by the
utilities to become less dependent upon outside sources in meeting
supply responsibilities.  The construction of the 1,200 megawatt
Chuck Lenzie natural gas-fired plant continues to be ahead of
schedule and under budget, which bodes well for NPC's opportunity
to earn the full 1% incentive return on equity (ROE) for this
asset.  The opportunity to earn the 1% incentive ROE is in
addition to the 2% premium that NPC will be entitled to earn above
its authorized ROE, as provided for critical facilities under
Nevada law.  Construction is expected to be completed by the
summer peak period of 2006.  More recently, NPC announced a
definitive agreement to acquire 75% interest in the Silverhawk
Power Plant from a subsidiary of Pinnacle West Capital Corporation
for approximately $208 million.  The acquisition of this plant,
which has been operational since May 2004, is subject to various
regulatory approvals.

Moreover, the rating upgrades take into account the adequate
liquidity profile being maintained throughout the SPR family of
companies.  The adequate liquidity profile is characterized by
adequate internal and external sources of liquidity, a good amount
of headroom under covenants in SPR's debt indentures, a manageable
debt maturity profile, and no meaningful back-door supplement to
existing liquidity through asset sales because virtually all of
SPR's operating assets are encumbered under the respective first
mortgage and general and refunding mortgage bond indentures of the
utilities.

Although Moody's believes that SPR could improve its liquidity by
arranging for its own separate bank credit facility, Moody's does
notes that it currently has about $30 million of standalone
unrestricted cash on hand, which is equal to approximately six
months of standalone debt service.  In addition, given Moody's
expectations for future cash flow generation at NPC and SPPC, the
rating agency believes that the utility subsidiaries will have
ample financial flexibility under their respective dividend
limitations to send up sufficient funds in aggregate to meet all
of SPR's standalone obligations over the next twelve months.

The adequate liquidity profile also takes into consideration that
both NPC and SPPC have their own revolving credit facility,
currently sized at $350 million and $75 million, respectively.
Both subsidiaries have ample headroom under covenants governing
those facilities.  SPPC had no direct borrowings at June 30, 2005,
while NPC had about $100 million of direct borrowings during its
summer peak period and about $70 million of letters of credit
outstanding.  Moody's expects that both utilities will be in an
invested position by year end.  Both facilities expire in October
2007.

SPR's next material debt maturities relate to a $240 million
short-term variable-rate note due Nov. 16, 2005.  Moody's expects
the short-term note to be repaid with proceeds from the above
mentioned settlement of $240 million of common equity under
forward contracts related to SPR's PIES scheduled for November 15,
2005.  Meanwhile, the utility subsidiaries do not face any
material debt maturities in the next 12 months.  Moody's expects
that SPR's management team will continue to evaluate its options
to meet its ongoing external funding needs, including possibly
increasing the size and extending the term of the utilities'
existing bank credit facilities and issuing additional common
equity.

Moody's continues to maintain a two-notch differential between the
senior secured and senior unsecured/Issuer ratings of SPR's
utility subsidiaries.  The wider notching primarily reflects the
significant level of secured utility company debt relative to
unsecured debt of the utilities and the potential for further
subordination of unsecured investors given the amount of
additional secured debt that could result at each of the utilities
in the unlikely event that a potential worst case scenario
occurred concerning the ongoing litigation with Enron Power
Marketing, Inc.

Although not considered to be a near-term concern, if NPC and SPPC
are unsuccessful in their defenses against liquidated damage
claims by Enron, then they would be required to fund additional
general and refunding mortgage bonds, which are currently issued
and being held in escrow, to meet payment of those claims.  The
claims currently amount to $238 million against NPC and $103
million against SPPC.  Favorable resolution of the Enron
litigation could cause us to reconsider our opinion as it relates
to the wider notching described above.

The outlook for the ratings of SPR, NPC, and SPPC is stable since
expected improvement in the financial profile of the respective
companies stemming from recent regulatory decisions is largely
captured in the new rating levels.  The stable outlook also
reflects Moody's belief that the improved relationship between
SPR's utility subsidiaries and the PUCN that has developed over
the past couple of years can be maintained as NPC and SPPC pursue
adequate and timely rate relief from the PUCN in future rate
cases.  Whether the utilities receive adequate and timely rate
treatment for significant future capital expenditures and whether
management commits to issuing additional common equity to help
meet future external funding needs will be among the more heavily
weighted factors in determining if NPC and SPPC can regain
investment grade ratings.

Sierra Pacific Resources ratings upgraded and now carrying a
stable outlook include:

   * corporate family rating to Ba3 from B1

   * senior unsecured debt and issuer rating to B1 from B2

   * shelf registration rating for senior unsecured debt to (P)B1
     from (P)B2

   * shelf registration rating for junior subordinated debt to
     (P)B2 from (P)Caa1

   * shelf registration rating for trust preferred securities of
     Sierra Pacific Resources Capital Trust I and II to (P)B2
     from (P)Caa1

Nevada Power Company ratings upgraded and now carrying a stable
outlook include:

   * senior secured debt to Ba1 from Ba2

   * senior secured bank facility to Ba1 from Ba2

   * senior unsecured debt and Issuer rating to Ba3 from B1

   * trust preferred securities of NVP Capital Trust I and III
     to B1 from B3

Sierra Pacific Power Company ratings upgraded and now carrying a
stable outlook include:

   * senior secured debt to Ba1 from Ba2
   * senior secured bank facility to Ba1 from Ba2
   * Issuer Rating to Ba3 from B1
   * preferred stock to B2 from Caa1

Sierra Pacific Resources is a holding company, whose principal
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company, are electric and electric and gas utilities,
respectively.  Sierra Pacific Resources also holds relatively
modest non-utility investments through other subsidiaries.  Sierra
Pacific Resources' headquarters are in Las Vegas, Nevada.


SPIEGEL INC: Trust Agrees to Pay $500,000 to Ill. Dept. of Revenue
------------------------------------------------------------------
Pursuant to the Debtors' Chapter 11 Plan of Reorganization, which
became effective on June 21, 2005, certain assets and claim
disputes of Spiegel, Inc., and its subsidiaries -- including
Illinois Department of Revenue's Claim No. 162 -- were
transferred to the Spiegel Creditor Trust, as the Debtors'
successor in certain reorganization matters.

With the formation of a new holding company -- Eddie Bauer
Holdings, Inc. -- Eddie Bauer Inc.'s stock and other
subsidiaries, along with certain other assets, were transferred
to Eddie Bauer Holdings and its subsidiaries that have
reorganized and continue to operate.

In addition to its $2,696,174 claim, the Revenue Department has
also asserted liability against the Debtors and potentially
against Spiegel Holdings, Inc., for tax year 1993.  The Revenue
Department has also asserted a separate claim against non-debtor
Spiegel Credit, Inc., and Spiegel Acceptance, Inc.  Spiegel,
Inc., in turn, asserted that it has refunded claims for various
years against the Revenue Department.

To consensually resolve Claim No. 162, the parties agreed,
subject to the Court's approval, that:

   (1) The Creditor Trust will pay $500,000 to the Revenue
       Department.

   (2) The Revenue Department withdraws its request and agrees
       that Claim No. 162 is expunged.

   (3) The Creditor Trust and certain subsidiaries of Spiegel and
       Eddie Bauer Holdings do not have any remaining unpaid
       corporate income tax liabilities for any taxable period
       ending before the Effective Date.  Revenue Department
       will waive any and all rights to assess any corporate
       income tax liability against the parties.

   (4) The Creditor Trust will withdraw any claims for any
       outstanding and unpaid corporate tax refunds due for any
       taxable period ending before the Effective Date.

   (5) The Creditor Trust and Eddie Bauer Holdings will waive all
       refund claims for tax overpayments for any taxable period
       ending before the Effective Date.  The Creditor Trust and
       Eddie Bauer Holding will further waive in full all net
       operating losses or similar credit carry-forwards for
       Illinois corporate income tax purposes for any tax period
       ending after the Effective Date stemming from those loss
       tax years.

               Spiegel Holdings Opposes Stipulation

Spiegel Holdings contends that its rights and interests may be
affected by the proposed Stipulation.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that a draft of the Stipulation was circulated to
Spiegel Holdings in June 2005.  After receiving that draft,
Spiegel Holdings requested information from the Debtors about the
proposed settlement, but received no response.

Mr. Lipkin notes that Spiegel Holdings was not informed of the
status of the settlement discussions between the Creditor Trust
and the Revenue Department, and only learned of the Stipulation
after it was filed with the Court.

Mr. Lipkin tells Judge Lifland that the Revenue Department may
potentially assert a claim against Spiegel Holdings related to
the Stipulation.  Furthermore, neither the Reorganized Debtors
nor the Creditor Trust has any authority to bind Spiegel Holdings
and the Stipulation may not provide otherwise.

"Unless [Spiegel Holdings] can obtain more information about the
[p]roposed Stipulation and its background, [Spiegel Holdings]
cannot evaluate how it may be affected by [it]," Mr. Lipkin says.

Mr. Lipkin asserts that the Creditor Trust and the Debtors must
provide Spiegel Holdings with additional information including
the underlying calculations for the proposed Stipulation.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


STERLING FINANCIAL: Adjusts 3rd Quarter Earnings Guidance Downward
------------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) updated its earnings
outlook for the third quarter and the remainder of fiscal year
2005, to reflect slower than expected growth in loan balances and
the impact of the continued flattening of the yield curve.
Sterling now expects earnings for the third quarter of 2005 to be
in the range of $0.38 to $0.44 per diluted share.  The Company is
also revising its guidance through the end of fiscal year 2005, to
an anticipated range of $1.67 to $1.77 per diluted share.

Following Sterling's release of second-quarter results on July 25,
2005, several factors have impacted management's outlook for the
remainder of fiscal year 2005.  Although the financial results for
the third quarter of 2005 will not be completed until the end of
the month, management finds it prudent, at this time, to revise
Sterling's earnings guidance.

The flattening of the yield curve has resulted in loan yields
coming in lower than anticipated and growth in average loan
balances has been slower than expected, despite record loan
originations.  This has been caused mainly by two factors:

  (1) Late in the second quarter, in anticipation of the Bank's
      charter conversion, Sterling took advantage of market
      conditions to change the mix of assets in its loan portfolio
      to be more like that of a commercial bank.  Sterling
      repositioned its loan portfolio, in part, by reducing the
      number of low yielding adjustable rate mortgage loans, which
      would have reduced interest margins as the Federal Reserve
      increased short-term interest rates.  While lending
      opportunities in the Pacific Northwest region have been
      robust, and Sterling's increasing pipeline of loan
      applications reflects the improving economies throughout its
      four-state footprint, during the first two months of the
      third quarter, loan pay-offs have been much higher than
      anticipated, primarily in the permanent real estate
      segments.

  (2) Sterling is seeing increased liquidity at the customer
      level, which has resulted in delayed draw-downs on
      construction lending and lower advance rates on commercial
      lines of credit.  Sterling believes that this reflects more
      of a timing issue than a production issue, as it relates to
      our customer's cash flow needs.

"The revision of earnings guidance does not affect our confidence
in Sterling's business model," Harold Gilkey, Chairman and Chief
Executive Officer, said.  "We continue to anticipate 18 to 25
percent deposit growth, on track with our expectations.  Loan
production remains strong and ahead of plan in residential and
commercial real estate construction lending, and in consumer
lending.  Loan originations remain robust, and we expect the
increase for 2005 to be approximately 20 percent higher than 2004
levels."

In closing, Mr. Gilkey continued, "The recent charter conversion
to a commercial bank marks a milestone in the evolution of
Sterling Savings Bank.  The conversion provided the opportunity
for Sterling Savings Bank to expand our customer relationships,
and these new opportunities and capabilities have been widely
accepted by our customers.  The current pipeline of pending loans
in business, corporate and construction lending provides
confidence for continued strength as we continue through the year.
Sterling expects to deliver on its commitment to employees,
customers and shareholders based on the fundamentals of what we do
best -- providing Hometown Helpful banking opportunities as the
leader in regional community banking."

This announcement will not affect the previous decision by
Sterling to begin paying a quarterly cash dividend.  The cash
dividend, payable to shareholders of record on Sept. 30, 2005, is
scheduled for payment on Oct. 14, 2005.

Sterling Financial Corporation plans to report its third quarter
results on Oct. 24, 2005.  Management will be discussing third
quarter earnings and guidance for the remainder of the year during
Sterling's Third Quarter Earnings Conference Call to be hosted
Oct. 25, 2005, at 8:00 a.m. Pacific Time.

Sterling Financial Corporation of Spokane, Washington is a bank
holding company, which owns Sterling Savings Bank.  Sterling
Savings Bank is a Washington State-chartered, federally insured
commercial bank, which opened in April 1983 as a stock savings and
loan association.  Sterling Savings Bank, based in Spokane,
Washington, has financial service centers throughout Washington,
Oregon, Idaho and Montana.  Through Sterling Saving Bank's wholly
owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage
Investment Company, it operates loan production offices in
Washington, Oregon, Idaho, Montana, Arizona and California.
Sterling Savings Bank's subsidiary Harbor Financial Services
provides non-bank investments, including mutual funds, variable
annuities and tax-deferred annuities and other investment products
through regional representatives throughout Sterling Savings
Bank's branch network.

                        *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Fitch Ratings has revised the Rating Outlook for Sterling
Financial Corporation and Sterling Savings Bank to Positive from
Stable.

The Outlook change reflects the continued progress that STSA has
made improving both its franchise as well as its balance sheet
structure.  Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $7.0
billion in assets and 138 branches in four states.  Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity and, highlighting this
transformation, has recently applied to change to a Washington
state-chartered commercial bank charter.

An improving level of earnings, strong asset quality, and stable
levels of capitalization are the drivers of Fitch's Outlook
revision.  The successful continuation of these trends and the
additional accumulation of capital, specifically tangible common
equity, remains an opportunity for a change in ratings.

These ratings are affirmed by Fitch:

   Sterling Financial Corporation

     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual rating 'C';
     -- Support '5';
     -- Outlook to Positive.

   Sterling Savings Bank

     -- Long-term deposit 'BBB-';
     -- Short-term deposit 'F3';
     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual 'C';
     -- Support '5';
     -- Outlook to Positive.


TASER INTERNATIONAL: SEC's Informal Inquiry Now a Formal Probe
--------------------------------------------------------------
TASER International, Inc. (Nasdaq: TASR) stated that the
previously disclosed ongoing Securities and Exchange Commission
inquiry regarding TASER International, Inc., is now a formal
investigation giving the SEC subpoena power to obtain documents
and testimony from all relevant parties.

The Company further understands that the investigation has been
expanded to include examining the possible unauthorized
acquisition of material non-public information by individuals
outside of the Company in an effort to manipulate the Company's
stock price.

The Company has and will continue to fully cooperate with the
investigation, including supplying the SEC with all materials
requested.

"We recognize that this has been a difficult process for our
employees and shareholders," said Rick Smith, Chief Executive
Officer of TASER International, Inc. "We continue to make all
efforts to assist the SEC in completing their investigation as
expeditiously as possible.  We are hopeful that the expanded SEC
investigation will address all pertinent issues, including the
fact that the company has been continuously listed on the
Regulation SHO Threshold list since its inception in January 2005,
and that recent data from ADP indicates there may be a large
improper, naked short position in TASER International stock."

                        Material Weakness

In the Company's Form 10-KSB/A filed on May 23, 2005, the Company
concluded that errors that led to the restatement of its financial
statements for the year ended Dec. 31, 2004 resulted from an
inadequate control over the accounting for its stock option
programs.  The Company's independent registered public accounting
firm communicated that, under standards established by the Public
Company Accounting Oversight Board, this control deficiency
constituted a "material weakness" in the Company's internal
control over financial reporting.

TASER International, Inc. -- http://www.taser.com/-- provides
advanced non-lethal devices for use in the law enforcement,
military, private security and personal defense markets.  TASER
devices use proprietary technology to safely incapacitate
dangerous, combative or high-risk subjects who pose a risk to law
enforcement officers, innocent citizens or themselves.  TASER
technology saves lives every day, and the use of TASER devices
dramatically reduces injury rates for police officers and suspects
and reduces litigation costs.


TECHNEGLAS INC: Wants Court to Approve Air Products Stipulation
---------------------------------------------------------------
Techneglas, Inc., asks the U.S. Bankruptcy Court for the Southern
District to approve a Stipulation Agreement with Ohio Air Products
and Chemicals, Inc., pursuant to Section 363(b) of the Bankruptcy
Code and Bankruptcy Rule 9019(a).

On Nov. 3, 1992, Techneglas, Inc., entered into an oxygen supply
agreement with Air Products, pursuant to which Air Products
fabricated, installed, and operated an oxygen and nitrogen
generating facility at the Debtor's Columbus, Ohio site and
supplied the Debtor's requirements for oxygen and nitrogen for the
Debtor's Columbus, Ohio site from that facility.

On Jan. 4, 2005, Air Products filed a proof of claim with the
Court, designated as Claim No. 933, alleging that the Debtor owes:

  a) $8,743,247.40 for damages on account of the Debtor's
     rejection of the Air Products Contract; and

  b) $56,145 on account of goods and services provided by Air
     Products to the Debtor.

The Debtor informed Air Products that it disagreed with the
amounts asserted in Air Products' Claim, and that the Debtor
believes that Air Products miscalculated the amounts in the
asserted damage claim.

After arm's-length negotiations, the Debtor and Air Products
entered into the Stipulation agreement, which was filed with the
Court on Sept. 16, 2005.

Under the Stipulation, the Air Products Claim will be reduced and
allowed as a pre-petition general unsecured claim in the amount of
$4,593,000 in full and complete settlement and satisfaction of any
and all claims that Air Products may have against the Debtor as of
the date of the Stipulation and that the Debtor may have against
Air Products as of the date of the Stipulation.

The Debtor gives the Court four reasons in favor of its request:

   1) approval of the Stipulation will result in the Air Products
      Claim being reduced to amounts that the Debtor believes
      accurately represent the proper value of the Air Products
      Claim;

   2) approval of the Stipulation will allow the Debtor to avoid
      the expenditure of money and other resources that will
      necessarily accompany the filing and litigation of an
      objection to the Air Products Claim;

   3) there is no guarantee that a litigation of the Air Products
      Claim will result in any further reduction of the Air
      Products Claim than the Debtor and Air Products have agreed
      to under the Stipulation; and

   4) avoiding the costs and contingencies of litigating the Air
      Products Claim is in the best interests of the Debtor and
      its debtor-affiliates, their estates, their creditors and
      Other parties-in-interest.

The Court has yet to schedule a hearing to consider the Debtor's
request.

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.


TECHNEGLAS INC: Wants Court to Approve Stipulation with BOC Gases
-----------------------------------------------------------------
Techneglas, Inc., asks the U.S. Bankruptcy Court for the Southern
District to approve a Stipulation Agreement with BOC Gases, a
division of The BOC Group, Inc., pursuant to Section 363(b) of the
Bankruptcy Code and Bankruptcy Rule 9019(a).

On Sept. 1, 1995, the Debtor entered into an on-site product
supply agreement with BOC Gases, pursuant to which BOC
constructed, installed, and operated a facility to generate
gaseous oxygen and carbon dioxide for the Debtor at its
Pittston, Pennsylvania plant.

On Jan. 11, 2005, BOC Gases filed a proof of claim, the BOC
Rejection Damage Claim and designated as Claim No. 2801 for
amounts allegedly due incident to the Debtor's rejection of the
BOC Contract.

The BOC Rejection Damage Claim alleges that the Debtor owes:

  a) $8,343,233.20 on account of lost profits over the term of the
      BOC Contract; and

  b) $350,000.00 on account of damages incurred by BOC to
     disassemble, remove, and relocate certain equipment located
     at the Debtor's Pittston plant and $4,800 on account of costs
     to be incurred by BOC in storing such equipment.

On the same day, BOC Gases filed another proof of claim, the BOC
Goods and Services Claim and designated as Claim No. 2814, for
$258,315.09 allegedly owed by the Debtor on account of goods and
services provided by BOC to the Debtor.

On May 13, 2005, the Debtor filed an objection to the BOC
Rejection Damage Claim, alleging that BOC calculated the lost
profits component of its claim, it failed to discount the value of
the BOC Rejection Damage Claim and it miscalculated the asserted
damage claim.

After arm's-length negotiations, the Debtor and BOC entered into a
Stipulation agreement, which was filed with the Court on Sept. 13,
2005.

Pursuant to the Stipulation:

  a) the BOC Rejection Damage Claim will be reduced and allowed as
     a pre-petition general unsecured claim in the amount of
     $5,330,209.48; and

  b) the BOC Goods and Services Claim will be reduced and allowed
     as a pre-petition general unsecured claim in the amount of
     $174,580.49.

The Debtor gives the Court three reasons in support of its request
to approve the Stipulation:

   1) the agreed-upon claim amount for the Goods and Services
      Claim represents the amount that the Debtor believes is
      actually due and owing to BOC in the Debtor's chapter 11
      case;

   2) it will allow the Debtor to avoid the expenditure of
      resources that will necessarily accompany a litigation of
      its Objection to the BOC Rejection Damage Claim, and the
      Debtor's filing of a second objection to the BOC Goods
      and Services Claim and subsequently litigating that
      objection; and

   3) there is no guarantee that a litigation of the BOC Claims
      will result in any further reduction of the BOC Claims than
      what the Debtor and BOC have agreed to under the
      Stipulation.

The Court has yet to schedule a hearing to approve the Debtor's
request.

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.


THERMOVIEW INDUSTRIES: Taps Seiller Handmaker as Chap. 11 Counsel
-----------------------------------------------------------------
Thermoview Industries Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Kentucky, Louisville
Division, for permission to employ Seiller Handmaker, LLC, as
their bankruptcy counsel.

During the Debtors restructuring, Seiller Handmaker is expected
to:

   a. give the Debtors legal advice with respect their powers and
      duties as debtors-in-possession;

   b. take all necessary action to protect and preserve the
      Debtors' estate, including the prosecution of actions on
      behalf of Debtors, the defense of any actions commenced
      against Debtors, negotiations concerning all litigation in
      which Debtors are involved, if any, and objecting to claims
      filed against Debtors' estate;

   c. prepare on behalf of Debtors, as all necessary motions,
      answers, orders, reports and other legal papers in
      connection with the administration of Debtors' estate; and

   d. perform other legal services for the Debtors in connection
      with these chapter 11 cases and the formulation and
      implementation of of a chapter 11 plan.

David M. Cantor, Esq., a member of Seiller Handmaker, discloses
that his firm received a $75,000 retainer.  Mr. Cantor didn't
disclose how much is the firm's professionals' hourly billing
rates.

To the best of the Debtors' knowledge, Seiller Handmaker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.


THREE-FIVE: Names Russell Silvestri & Lyron Bentovim to Board
-------------------------------------------------------------
Three-Five Systems, Inc. (OTC: TFS) named Russell R. Silvestri and
Lyron Bentovim as new members of the Company's Board of Directors.

Mr. Silvestri and Mr. Bentovim are both Managing Directors of
SKIRITAI Capital LLC in San Francisco, California.  SKIRITAI
Capital, through its affiliates Leonidas Opportunity Fund L.P. and
Leonidas Opportunity Offshore Fund Ltd., currently owns
approximately 13% of the outstanding common stock of the Company.
Their appointment to the Board is effective immediately.

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$11,694,467 in total assets and $2,880,377 in total debts.

The Company's subsidiary, TFS Electronic Manufacturing Services,
Inc. filed for chapter 11 protection on Aug. 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).


TOWER AUTOMOTIVE: Has Until Jan. 27 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Tower Automotive Inc. and its debtor-affiliates'
exclusive period to:

   (1) file a plan of reorganization through Jan. 27, 2006;
       and

   (2) solicit and obtain acceptances of that plan through
       March 29, 2006.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
told Judge Gropper that the Debtors are progressing in their good
faith attempts to formulate a viable reorganization plan.

The Debtors require an extension of their Exclusive Periods to
give them additional time to formulate a reorganization plan for
the benefit of their Chapter 11 estates.

Mr. Sathy related that since the Petition Date, the Debtors have
engaged in extensive discussions and meetings with many of their
North American and European customers and suppliers to ensure the
continued integrity of the Debtors' supply chain and to garner the
support and cooperation of these constituencies that are so vital
to the success of the Debtors' restructuring efforts.  In
particular, the Debtors have negotiated several claim settlements
and setoff stipulations with their vendors and customers, as well
as obtained valuable trade term concessions and agreements on both
the customer and vendor level, including the approval of the
global settlement with General Motors Corporation.

As a result, the Debtors, Mr. Sathy continued, have successfully
secured or reconfirmed numerous awards for new business and are in
the process of launching a substantial amount of previously
awarded business.  Among other things, this new business launch
included negotiating terms with the Debtors' customers and
vendors, and preparing for the potential purchase of a new
manufacturing facility to serve the Debtors' customers' specific
needs.

Mr. Sathy also reported that the Debtors, with the help of their
professional advisors, have spent significant energy and resources
engaging in a comprehensive evaluation and restructuring of their
entire business model to rationalize, evaluate and enhance the
efficiencies of their businesses.  "This restructuring process is
critical to the development of a plan because the Debtors believe
that a tremendous amount of efficiency can be gained by evaluating
the Debtors' plants,
consolidating manufacturing operations, and centralizing the
Debtors' purchasing and financial systems."

Mr. Sathy informed the Court that the Debtors have already closed
or downsized several of their manufacturing facilities.  The work
previously performed at these facilities has been transferred to
the Debtors' other existing locations where it can be performed as
or more efficiently without the added costs associated with
maintaining the former facilities.  Moreover, the Debtors have
already identified prospective purchasers with whom they have
negotiated agreements for the potential sale of two of the
Debtors' former facilities.

The Debtors have also been engaged in an on-going evaluation of
their executory contracts and unexpired leases.  As a result, the
Debtors have identified contracts and leases that are beneficial
to their estates.  In the case of two particular contracts, the
Debtors have sought and obtained authority to assume the
agreements.  So far, the Debtors have rejected 15 unfavorable
contracts and real property leases in their cases.

Since the expiration of the general claims bar date and
governmental unit bar date, the Debtors and their advisors have
also worked diligently to analyze and reconcile claims in
connection with developing a plan of reorganization.  As part of
this process, the Debtors conducted a preliminary analysis as to
the validity of the claims in preparation for filing omnibus
claims objections in the coming months.

Furthermore, the Debtors have also engaged in formal and informal
dialogues with the Official Committee of Unsecured Creditors to
explore restructuring alternatives and mechanisms, including the
sale or consolidation of certain business segments of the Debtors'
business that would maximize the value of their estates and assist
them with the development of an effective reorganization plan.

The Debtors are engaged in an ongoing and extensive due diligence
effort with the Committee on a variety of issues related to the
Debtors' intercompany transactions and the development of the
Debtors' restructuring plan.

Mr. Sathy assured the Court that the Debtors are making the
required postpetition payments and effectively managing their
businesses and properties.  The Debtors are not seeking the
extension to delay administration of their cases or to pressure
creditors to accept an unsatisfactory reorganization plan.

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. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Lease Decision Period Intact Until March 31
-------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates sought and
obtained from the U.S. Bankruptcy Court for the Southern District
of New York an extension of their deadline to assume or reject
unexpired non-residential real property leases through and
including March 31, 2006.

The Debtors are party to over 20 major facility lease agreements,
including leases for office space locations and key production
centers.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
reported that the Debtors have already made significant progress
in evaluating the Unexpired Leases.

To date, the Debtors have already rejected nine Unexpired Leases.

While the Debtors have made substantial progress, the Debtors,
according to Mr. Cantor, are still in the process of developing
their business plan, and have not yet finished their analysis of
the remaining Unexpired Leases.

"[A] full and accurate analysis of each Unexpired Lease is
critical to maximizing the value of the Debtors' estates for the
benefit all parties in interest," Mr. Cantor concluded.

The Debtors reserve their rights to evaluate whether any of the
contracts referred to as the Unexpired Leases are secured
financing arrangements.  Nothing in the request constitutes an
admission that any contracts are properly categorized as lease
arrangements.

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


TRANSPORT INDUSTRIES: S&P Holds Corporate Credit Rating at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Transport Industries Holdings L.P.  At the same
time, Standard & Poor's assigned its 'B+' bank loan rating and a
recovery rating of '4' to subsidiary Transport Industries L.P.'s
new $350 million bank facility.

The facility consists of a five-year $70 million revolving
facility and a $280 million term loan, of which $235 million will
be drawn at close and $45 million will be available through Dec.
31, 2005, or for an acquisition, whichever occurs first.  The bank
facility is guaranteed and secured by the assets and capital stock
of Transport Industries Holdings and its subsidiaries.  The bank
facility has been given a recovery rating of '4', indicating
expectations of a marginal (25%-50%) recovery of principal in the
event of default.  The new facility is expected to be used to help
fund several acquisitions and to refinance existing debt.  The
rating outlook is stable.

"Ratings on Transport Industries Holdings L.P. reflect its very
progressive growth strategy, limited financial flexibility,
concentrated customer base, and relatively small position within
the fragmented truckload trucking and logistics industries," said
Standard & Poor's credit analyst Eric Ballantine.  Positive credit
factors include the company's use of owner-operators (independent
truck drivers who own their own tractors) and long-term
contractual relationships.

Although privately held Transport Industries Holdings L.P. does
not disclose financial results to the public, its financial
profile is weaker than those of many of the larger trucking and
logistics companies against which it competes.  TI's debt leverage
is appropriate for the current rating, with cash flow protection
measures a relative strength.  Financial flexibility is limited
and the company currently does not have access to the public
equity markets.

Funds from the proposed new bank facility will be used to fund
four acquisitions that all fit within the company's current lines
of business.  TI's three main lines of business are: Dedicated
Transport Services, Truckload Management, and Distribution
Services.  The proposed acquisitions add the potential for
additional revenue opportunities, cross-selling of services, and
modest cost savings.

Because TI is a non-asset-based service provider, the company
relies on the use of owner-operators to provide its services.
Additionally, the use of owner-operators allows the company to
manage its driver pool in relation to its workload and shifts the
purchase and maintenance of tractors to the independent
contractor, reducing capital intensity.

TI's revenues and cash flow are expected to benefit from its
recent acquisitions over the near to intermediate term. However,
an outlook revision to positive is unlikely in the near term due
to the company's relatively weak financial profile and active
acquisition program.  An outlook revision to negative is also
unlikely in the near term, given the company's modest debt
maturities, good room under financial covenants, and free cash
flow generation.


URANIUM RESOURCES: Registers 109 Million Common Shares for Resale
-----------------------------------------------------------------
Uranium Resources Inc. filed a Registration Statement with the
Securities and Exchange Commission for the resale of up to
109,238,491 shares of the Company's Common Stock, par value $0.001
per share, that may be offered and sold, from time to time, by
Selling Stockholders.

The Selling Stockholders include:

   Selling Stockholders                           Common Shares
   --------------------                           -------------
   William D. Witter                                 10,268,950
   Rudolf J. Mueller                                  8,022,028
   Howard C. Landis                                   4,726,250
   Public Employee Retirement System of Idaho         4,407,000
   Geologic Resource Fund Ltd.                        3,946,666
   City of Milford Pension & Retirement Fund          3,581,000
   Penfield Partners LP                               3,488,600
   Opportunistic Value Fund LP                        3,036,563
   Norwalk Employees Pension Plan                     3,000,000
   Bahamas Ltd. as Trustee U/A/D                      2,843,000

A full list of Selling Stockholders is available for free at
http://ResearchArchives.com/t/s?1f4

Uranium Resources' Common Stock is not currently listed on any
national securities exchange or the NASDAQ Stock Market.  Uranium
Resources' Common Stock is quoted on Over the Counter Bulletin
Board under the symbol URIX.  The Company's common shares traded
below $0.50 in June.  The Company's shares trade between $0.80 and
$0.85 this month.

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

Uranium Resources Inc. was formed in 1977 to mine uranium in the
United States using the in situ leach mining process.  Since 1988,
the Company has produced about 6.1 million pounds of uranium from
two South Texas properties, 3.5 million pounds from Kingsville
Dome and 2.6 million pounds from Rosita.  Additional mineralized
uranium materials exist at the Kingsville Dome and Rosita
properties.  In 1999, the Company shut-down its production due to
depressed uranium prices, and from the first quarter of 2000 until
December 2004, it had no source of revenue and had to rely on
equity infusions to remain in business.

At June 30, 2005, Uranium Resources' balance sheet showed a
$25,743,368 stockholders' deficit, compared to a $15,292,696
deficit at Dec. 31, 2004.


US AIRWAYS: Pricing $125 Million Private Debt Placement
-------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) disclosed the pricing of a
private placement of $125 million issue price of 7% Senior
Convertible Notes due 2020.

The notes will bear interest at a fixed rate of seven percent per
annum and are convertible into the Company's common stock at a
conversion ratio of 41.4508 shares per $1,000 principal amount of
notes, subject to certain conversion rate adjustments.  This
represents a conversion price of $24.12 per share, or a 25 percent
premium over the New York Stock Exchange closing price of $19.30
per share on Sept. 27, 2005.  The offering has been made only to
qualified institutional buyers in accordance with Rule 144A under
the Securities Act of 1933, as amended.

The Company may redeem the notes, in whole or in part, on or after
Oct. 5, 2010, if the closing price of the common stock has
exceeded 115% of the conversion price for a specified period.
Upon the occurrence of certain designated events prior to the
maturity of the notes, subject to specified exceptions, investors
will have the right to require the Company to purchase the notes
for cash or shares of common stock at the election of the Company.
The Company has granted the initial purchaser an option to
purchase up to an additional $18.75 million aggregate principal
amount of notes.  The offering is expected to close on Sept. 30,
2005.

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.

The parties completed their merger transaction on Sept. 26, 2005,
to begin operating as one carrier -- US Airways.  The new US
Airways, which began trading Monday on the New York Stock Exchange
under the LCC symbol, represents the nation's largest full-
service, low-cost, low-fare airline.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: America West Merger Prompts S&P's B- Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to US Airways Group Inc. and operating subsidiary US
Airways Inc., following the company's Sept. 27, 2005, merger with
America West Holdings Corp. (B-/Watch Neg/--).  Both ratings were
placed on CreditWatch with negative implications, pending
completion of America West's CreditWatch review.

The CreditWatch status of US Airways Inc.'s noninsured enhanced
equipment trust certificates is revised to positive from
developing.

Ratings on America West Holdings Corp., and operating subsidiary
America West Airlines Inc., including the 'B-' corporate credit
ratings on both entities, remain on CreditWatch with negative
implications, where they were placed on May 20, 2005.  America
West Holdings completed its merger with US Airways Group on
Sept. 27, 2005, subsequent to US Airways' emergence from Chapter
11 bankruptcy protection earlier that day.

"The combined entity will face significant hurdles, particularly
integration of its labor forces," said Standard & Poor's credit
analyst Betsy Snyder.  "However, the company will benefit from
stronger liquidity following new equity investments and loans, and
a more extensive route network," the analyst continued.  Although
both airlines will operate separately over the next two to three
years, they are expected to benefit from integration of several
operating functions.  Resolution of the CreditWatch, which is
expected to occur within the next week, will focus on the combined
entity's expected operational and financial performance.


US AIRWAYS: Chapter 11 Emergence Prompts S&P to Withdraw D Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit ratings on US Airways Group Inc. and subsidiary US Airways
Inc.  Ratings on enhanced equipment trust certificates of US
Airways Inc., which are either insured or are on CreditWatch with
developing implications, are not affected.

The ratings withdrawal reflects US Airways' emergence from
bankruptcy and merger with America West Holdings Corp.  US Airways
Group will be the new parent company of the combined entity
(although the parent company will be owned principally by new
equity investors and current shareholders of America West
Holdings), and new corporate credit ratings for US Airways Group
and US Airways Inc. will be assigned shortly.


VALENTIS INC: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
Ernst & Young, LLP, expressed substantial doubt about Valentis,
Inc.'s ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
June 30, 2004.  The auditing firm cited Valentis' losses since
inception, including a net loss of $11.1 million for the year
ended June 30, 2005, and its accumulated deficit of $224.6 million
at June 30, 2005.

The Company anticipates it will need additional financial
resources to fund its operations at least through June 30, 2006.

Valentis' balance sheet dated June 30, 2005, shows $14,152,000 in
assets and liabilities totaling $2,583,000.

Valentis -- http://www.valentis.com/-- is a clinical-stage
biotechnology company engaged in the development of innovative
products for peripheral arterial disease.  PAD is due to chronic
inflammation of the blood vessels of the legs leading to the
formation of plaque that obstructs blood flow.  Valentis was
formed from the merger of Megabios Corp. and GeneMedicine, Inc. in
March 1999.  In August 1999, the Company acquired PolyMASC
Pharmaceuticals plc as its wholly owned subsidiary.  Valentis is
incorporated in the State of Delaware.


VARIG: Foreign Reps Ask For 60-Day Extension of Prelim Injunction
-----------------------------------------------------------------
Vicente Cervo and Eduardo Zerwes, the foreign representatives
appointed in the reorganization proceedings of VARIG, S.A., Rio
Sul Linhas Aereas S.A. and Nordeste Linhas Aereas S.A., pending
in Rio de Janeiro, Brazil, seek continuation of the preliminary
injunction for an additional 60 days.

The Foreign Representatives want to protect and maximize the
value of the Foreign Debtors' assets to realize an equitable and
efficient distribution of those assets among the Debtors'
creditors pursuant to the restructuring plan filed with the
Commercial Bankruptcy and Reorganization Court on September 12,
2005.

The 60-day window will be used to seek the requisite creditor
approval of the Plan, Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, explains.

The Foreign Representatives do not deny that temporary liquidity
constraints have resulted in delayed lease payments.  Mr.
Antonoff, however, tells Judge Drain that the Preliminary
Injunction should continue for an additional period of time to
allow a pending financing transaction to proceed, which would
cure all arrearages under the leases and provide adequate
assurance of current payments of all leases and other operating
expenses through completion of the restructuring process in the
Foreign Proceedings.

Upon a failure of the Foreign Debtors to remain current on
payments under aircraft and engine leases, Mr. Antonoff says the
Debtors have agreed that the lessors under the leases may seek
relief from the Preliminary Injunction on an expedited basis, and
that the Foreign Representatives may not object to a request
being heard on an expedited basis.

Mr. Antonoff informs the Court that all lessors have received
current payments during the first weeks immediately following the
June 17, 2005 commencement of the Foreign Proceeding -- a right
that the lessors would not have had in a case under Chapter 11 of
the Bankruptcy Code.  Mr. Antonoff ascertains that no lessor is
currently in arrears more than approximately 60 days and the
Foreign Debtors are currently attempting to obtain immediate
financing to bring all lessors to within 30 days of being
current.

As of August 31, 2005, the aggregate amount of the Debtors' post-
June 17 arrearages on aircraft and engine leases is approximately
$35 million, according to an estimate by UBS Investment Bank, the
Debtors' their financial advisor.

As part of the VarigLog sale transaction, MatlinPatterson Global
Advisers LLC has committed to provide financing through the
purchase of VARIG's receivables from airfare sales through Visa
credit cards, in the amount of no less than $50 million and as
much as an additional $15 million.  Upon approval by the
Brazilian Court, the parties' preliminary agreement provides that
MatlinPatterson will deliver to the Foreign Debtors, as a loan,
the equivalent of $38 million -- the purchase price for the
VarigLog shares -- plus an additional $10 million as an advance
for purchased Visa receivables.

Mr. Antonoff says a portion of these funds is "earmarked" to be
paid to the Foreign Debtors' lessors.

As soon as VARIG transfers VarigLog's shares to MatlinPatterson,
the remaining $40 million for the Visa receivables will be
released to or as directed by VARIG.  In addition,
MatlinPatterson will pay VARIG up to $15 million against
subsequent Visa receivables during a 30-day period following
completion of the interim financing.

At a conference in the Bankruptcy Court on September 6, 2005, the
Honorable Marcia Cinha Silva Araujo of the Brazilian Court stated
that a decision regarding the interim financing would likely not
be issued prior to October 10, 2005.

In this regard, the Foreign Representatives suggest that the
Court preclude aircraft lessors from seeking relief from the
Preliminary Injunction prior to October 20, 2005, to accommodate
the anticipated time period for the Brazilian Court to decide on
the pending financing transaction.

Pursuant to a proposed Preliminary Injunction Order filed
together with the Memorandum, the Foreign Representatives suggest
that aircraft lessor may seek relief from any order or stay
issued in the Foreign Proceeding following four business days
after the Brazilian Court makes a determination with respect to
the Debtors' request to obtain financing, but in no event later
than October 20, in the event any of the Debtors either:

   (1) fails to remain current on aircraft rental and maintenance
       reserve payments in accordance with the terms of an
       aircraft lease;

   (2) fails to maintain and insure aircraft on a current basis
       in accordance with the terms of an aircraft lease or
       applicable law; or

   (3) defaults on a material obligation under an aircraft lease
       first arising after June 17, 2005.

The Foreign Representatives relate that the Debtors will provide
to their aircraft lessors, and to any other creditors upon
written request:

   -- cash flow projections showing the Foreign Debtors' actual
      sources and uses of funds during the past three-month
      period, and estimated future sources and uses of funds
      through the 180-day period;

   -- updated cash flow projections approximately every 30 days
      showing actual sources and uses of funds on a trailing
      three-month basis and any adjustments made to estimated
      future sources and uses of funds or assumptions set forth
      in the most recent prior projections and assumptions; and

   -- a fleet plan, to be updated periodically, indicating which
      aircraft are expected to be operational and in use each
      month by the Foreign Debtors, and the Foreign Debtors will
      cooperate with aircraft lessors and other creditors in
      providing access to individuals familiar with the Foreign
      Debtors' cash flows, assumptions and fleet plan to respond,
      as necessary and appropriate, to questions and comments
      concerning the cash flows, assumptions and fleet plan.

                 ILFC Wants Stipulation Included

International Lease Finance Corporation asks Judge Drain that the
Preliminary Injunction Order fully incorporate the terms of the
Stipulation it executed with the Foreign Debtors and Wells Fargo
Bank Northwest N.A.  In the alternative, ILFC asks Judge Drain to
exempt it from the scope of the Injunction.

                          *     *     *

Judge Drain extends the preliminary injunction pending the entry
of a further Preliminary Injunction Order.  Creditors subject to
the jurisdiction of the U.S. courts are restrained and enjoined
from taking any action in violation of the Brazilian Court Order
entered on June 17, 2005, or subsequent order of the Brazilian
Court.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VENTURE CDO: S&P Affirms BB Rating on Class D Notes
---------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class B, C-1, and C-2 notes issued by Venture CDO 2002 Ltd., an
arbitrage corporate high-yield CLO managed by MJX Asset Management
LLC, on CreditWatch with positive implications.  At the same time,
the ratings on the class A and class D notes are affirmed.

The current rating actions reflect factors that have positively
affected the credit enhancement available to support the notes
since the transaction was first rated in March 2002.  These
factors include improvements in the transaction's par value tests.
According to the most recent trustee report, dated Sept. 2, 2005,
the class C par value ratio was 109.995%.  This compares with a
trigger test level of 103.75% and an effective-date level of
108.791%.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Venture CDO 2002 Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

             Ratings Placed on CreditWatch Positive

                      Venture CDO 2002 Ltd.

                             Rating
                             ------
                 Class     To              From
                 -----     --              ----
                 B         A-/Watch Pos    A-
                 C-1       BBB/Watch Pos   BBB
                 C-2       BBB/Watch Pos   BBB

                        Ratings Affirmed

                      Venture CDO 2002 Ltd.

                        Class     Rating
                        -----     ------
                        A         AAA
                        D         BB


WASHINGTON COUNTY: S&P Rates Proposed $110 Mil. Senior Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and
a '3' recovery rating to Washington County Casino Resort LLC's
proposed $110 million senior secured credit facility, indicating
Standard & Poor's opinion that lenders can expect meaningful
(50%-80%) recovery of principal in the event of a payment default.

Concurrently, a 'B' issuer credit rating was assigned to WCCR.
The outlook is positive.

Proceeds from the proposed bank facility will be used to fund the
development of the company's Riverside Casino & Golf Resort in
Riverside, Iowa.

The ratings on the WCCR reflect:

    * its narrow business position as an operator of a single
      casino (once its Riverside Casino & Golf Resort opens);

    * construction risks associated with the development of the
      facility; and

    * a small pro forma cash flow base.

Still, the WCCR's good pro forma capital structure provides for:

    * a slower-than-expected ramp up period;

    * adequate construction contingencies exist in the event of
      cost overruns; and

    * the facility benefits from a limited direct competitive
      situation.

Clinton, Iowa-based WCCR was created to develop, own, and operate
the Riverside Casino & Golf Resort, situated on about 375 acres,
and located less than 40 miles south of Iowa City and Cedar
Rapids, two of the more heavily populated cities in the state.
The project broke ground in July 2005, with completion currently
scheduled for October 2006.


WCI STEEL: Noteholders Say Disclosure Statement is Inadequate
-------------------------------------------------------------
WCI Steel, Inc., and its debtor-affiliates hit another snag on the
way to confirmation of their Second Plan of Reorganization after
holders of their 10% Senior Secured Notes objected to the adequacy
of the Disclosure Statement explaining the Plan.  The noteholders
had submitted a competing Second Reorganization Plan in May 2005.

                     Debtor's Second Plan

As reported in the Troubled Company Reporter, WCI's ultimate
parent, The Renco Group, Inc, sponsors the Debtors' Second Plan.
The Renco-sponsored plan provides for a substantial cash infusion,
assumption of current pension obligations totaling approximately
$40 million and a ratified labor agreement with the United
Steelworkers of America.

Relevant provisions of the Plan include:

    - the exchange of Old Notes for New Secured Notes in the
      Reorganized WCI.

    - full cash payment for secured lenders on the distribution
      date or treatment according to the Congress Exit Financing
      Facility.

    - the distribution of new secured notes totaling $93 million
      to Secured Noteholders.

    - the distribution of pro rata shares to Small Noteholders in
      the new WCI Holdings, comprised of:

         a) New Secured Notes in an aggregate principal amount
            equal to $7 million,

         b) 19.9% of New Common Interests, and

         c) the WCI Deficiency Notes

    - cash payment equal to 85% of the allowed "convenience
      claims."

    - cash payment equal to 22% of the claims of general unsecured
      creditors (Class 7).

                   Noteholders' Objections

Wilmington Trust Company, as indenture trustee for $300 million
principal amount of the Senior Secured Notes and beneficial
holders collectively holding in excess of $240 million principal
amount of the Secured Notes, tells the U.S. Bankruptcy Court for
the Northern District Of Ohio, Eastern Division, that the
Disclosure Statement:

    a) offers no justification for the Debtors' gerrymandered
       classes, lacks any business justification for placing
       unsecured creditors in separate classes and improperly
       differentiates between "Small Noteholders" and "Secured
       Noteholders."

    b) does not disclose the contingent nature of recoveries for
       unsecured creditors if their claims are reclassified under
       class 6 or 7.

    c) contains no information describing the relative value of
       distributions being offered to Class 6, Class 7 and Renco.
       The noteholders point to the Debtors' failure to value the
       19.9% equity offered to Secured Noteholders and the 80.1%
       equity to be distributed to Renco.

    d) does not disclose either the Debtors' 2004 and 2005 profits
       or what the Debtors have done with the money.

    e) trumpets Renco's support as a reason to vote for the
       Debtors' Second Plan, but contains no information about
       Renco.  The noteholders say the Debtors must provide
       financial information about Renco so creditors can
       determine whether Renco's assets can support the
       reorganized Debtors.

    f) does not show calculations or the tax information necessary
       to show the how the "dividends in lieu of taxes" that Renco
       expects to receive was computed.  The noteholders believe
       that these dividends could be substantial, citing the
       Debtors' First Plan of Reorganization that proposed to pay
       Renco approximately $35 million of dividends.  They add
       that the dividends payable to Renco appear to be almost as
       much cash as Renco purports to invest in the reorganized
       WCI Steel.

For these reasons, the noteholders ask the Honorable William T.
Bodoh of the U.S. Bankruptcy Court for the Northern District of
Ohio to reject the Debtors' Disclosure Statement in its current
form.

A detailed list of the Secured Noteholders' objections and their
suggested remedies is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050928213703

Judge Bodoh will convene a hearing at 9:00 a.m. on Oct. 6, 2005,
to determine the adequacy of the Debtors' Disclosure Statement.

WCI Steel, Inc., is an integrated steelmaker producing more than
185 grades of custom and commodity flat-rolled steel at its
Warren, Ohio facility.  WCI products are used by steel service
centers, convertors and the automotive and construction markets.
WCI and its debtor-affiliates filed for chapter 11 protection on
Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662).  Christine M
Pierpont, Esq., and G. Christopher Meyer, Esq., at Squire, Sanders
& Dempsey, L.L.P., represent the Debtors.  When the Debtors filed
for chapter 11 protection, it reported $356,286,000 in total
assets and liabilities totaling $620,610,000.


WCI STEEL: Panel Wants More Info About Debtor's Second Plan
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of WCI Steel, Inc.,
and its debtor-affiliates questions the adequacy of information
presented in the Disclosure Statement explaining the Debtors'
Second Plan of Reorganization and asks the Debtors to modify the
Disclosure Statement to incorporate the information they need.

             Debtors' Second Plan of Reorganization

The Renco Group, Inc, sponsors the Debtors' Second Plan. The
Renco-sponsored plan provides for a substantial cash infusion,
assumption of current pension obligations totaling approximately
$40 million and a ratified labor agreement with the United
Steelworkers of America.

Relevant provisions of the Plan include:

    - the exchange of Old Notes for New Secured Notes in the
      Reorganized WCI.

    - full cash payment for secured lenders on the distribution
      date or treatment according to the Congress Exit Financing
      Facility.

    - the distribution of new secured notes totaling $93 million
      to Secured Noteholders.

    - the distribution of pro rata shares to Small Noteholders in
      the new WCI Holdings, comprised of:

         a) New Secured Notes in an aggregate principal amount
            equal to $7 million,

         b) 19.9% of New Common Interests, and

         c) the WCI Deficiency Notes

    - cash payment equal to 85% of the allowed "convenience
      claims."

    - cash payment equal to 22% of the claims of general unsecured
      creditors (Class 7).

The Committee tells the U.S. Bankruptcy Court for the Northern
District of Ohio, Western Division, that the Disclosure Statement
must include sufficient information on all prepetition and post-
petition claims held by Renco and the treatment of all Renco
Claims under the Second Plan.  In addition, the Committee says
that the Disclosure Statement and Plan should clearly state if
Renco Claims that are not specifically treated under the Second
Plan are released under the Second Plan.

The Committee also points out that the Disclosure Statement does
not provide any explanation on the legitimacy of the creation of
two classes of deficiency noteholder claims - Class 5 and Class 6.
They say that a creditor must be able to understand the legal and
factual reasoning for the separate classification.

Lastly, the Committee objects to a clause in the Disclosure
Statement allowing the Debtors to modify the amount and timing of
distributions under the Second Plan if the actual amount of all
claims filed exceed the amount of claims assumed in the
development of the Second Plan.

Amy M. Tonti, Esq., at Reed Smith LLP, explains that the provision
effectively deprives creditors of the distributions promised in
the first 80 pages of the Disclosure Statement and in the Second
Plan -- the distributions upon which the Debtors are soliciting
votes.  Ms. Tonti states that the Committee will not accept such a
blanket trashing of the expected amount and timing of the
distributions and urges the Bankruptcy Court not to endorse any
Plan containing this provision.

WCI Steel, Inc., is an integrated steelmaker producing more than
185 grades of custom and commodity flat-rolled steel at its
Warren, Ohio facility.  WCI products are used by steel service
centers, convertors and the automotive and construction markets.
WCI and its debtor-affiliates filed for chapter 11 protection on
Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662).  Christine M
Pierpont, Esq., and G. Christopher Meyer, Esq., at Squire, Sanders
& Dempsey, L.L.P., represent the Debtors.  When the Debtors filed
for chapter 11 protection, it reported $356,286,000 in total
assets and liabilities totaling $620,610,000.


WCI STEEL: Inks $4.3 Million Insurance Financing Deal With AICCO
----------------------------------------------------------------
WCI Steel, Inc., and its debtor-affiliates ask permission from the
Honorable William T. Bodoh of the U.S. Bankruptcy Court for the
Northern District Of Ohio, Eastern Division, to approve a premium
financing agreement with AICCO, Inc.  The Debtors say the cost to
renew their property and casualty insurance policies is
approximately $4,256,272.

Pursuant to the financing agreement, the Debtors will make a cash
down payment of $1,276,917 and finance the balance of $2,979,355
in eight consecutive monthly payments of $380,320, beginning
Nov. 1, 2005.  The monthly payments include an aggregate $63,208
finance charge.

The Debtors agree to grant AICCO a perfected first priority
security interest in unearned or returned premiums and other
amounts due to the Debtors under the property and casualty
Insurance policies.  AICCO will also have first priority lien on
all deposit accounts maintained by the Debtors with AICCO and its
affiliates.

In addition, AICCO has the right to cancel the policies in the
event that the Debtors default in their payments and apply any
unearned premium returned by any insurance carrier to any amount
owed by the Debtors under the agreement.

Judge Bodoh will convene a hearing at 10:30 a.m. on Oct. 6, 2005,
to review the Debtors' request.

WCI Steel, Inc., is an integrated steelmaker producing more than
185 grades of custom and commodity flat-rolled steel at its
Warren, Ohio facility.  WCI products are used by steel service
centers, convertors and the automotive and construction markets.
WCI and its debtor-affiliates filed for chapter 11 protection on
Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662).  Christine M
Pierpont, Esq., and G. Christopher Meyer, Esq., at Squire,
Sanders & Dempsey, L.L.P., represent the Debtors.  When the
Debtors filed for chapter 11 protection, it reported $356,286,000
in total assets and liabilities totaling $620,610,000.


WEX PHARMACEUTICALS: Reduces Headcount by 35% to Cut Costs
----------------------------------------------------------
WEX Pharmaceuticals Inc. (TSX:WXI) has undertaken a restructuring
to reduce its costs.  In connection with the restructuring the
headcount has been reduced by about 35% in both its headquarters
in Vancouver and its Hong Kong Office.  After giving effect to
restructuring costs, the headcount reduction is expected to reduce
employment and related expenses by approximately 30%.  The
company's search for a new CEO is ongoing.

"Restructuring is never an easy job," said the company's interim
CEO, Dr. Edge Wang.  "But with the guidance of the board of
directors and the support from the staff, the process has been
relatively smooth.  The company is now in a very stable condition
and can focus more of its resources on clinical development to
help achieve commercialization of our lead product TectinTM in the
most expeditious manner."

WEX Pharmaceuticals Inc. is dedicated to the discovery,
development, manufacture and commercialization of innovative drug
products to treat moderate to severe acute and chronic pain,
symptom pain relief associated with addiction withdrawal from
opioid abuse and medicines designed for local anaesthesia.  The
Company's principal business strategy is to derive drugs from
naturally occurring toxins and develop proprietary products for
the global market.  The Company's Chinese subsidiary sells generic
products manufactured at its facility in China.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2005, WEX
Pharmaceuticals Inc. was issued a request for early redemption of
its unsecured convertible debentures in the aggregate principal
amount of US$5.1 million that were issued in June 2004 by the
Company's wholly owned subsidiary, Wex Medical Ltd., to 3
investment funds managed by a major Asian financial institution.

The Institution alleges that the Company breached certain
representations and warranties contained in the agreements in
regards to the registered ownership of the drug withdrawal patent
"Use of Amino Quinazoline Hydride Compound and its Derivative for
Abstaining from Drug Dependence".  As the debentures may now be
due on demand, in accordance with Canadian generally accepted
accounting principles, for financial statement purposes they have
been reclassified as current liabilities as at June 30, 2005.

                       Going Concern Doubt

Management believes that with the existing cash resources there
are sufficient resources for the Company's current programs to
fund operations until early Q1 in fiscal 2007.  At June 30, 2005,
the Company had incurred significant losses and had an accumulated
deficit of $49 million. The Company's ability to continue as a
going concern is uncertain and dependent upon its ability to
achieve profitable operations, obtain additional capital and
dependent on the continued support of its shareholders.
Management is planning to raise additional capital to finance
expected growth.  The outcome of these matters cannot be predicted
at this time.  If the Company is unable to obtain adequate
additional financing, management will be required to curtail the
Company's operations.

The Company's contractual commitments are related to the lease of
the Company's office space and operating leases for office
equipment, plus clinical and non-clinical research.  Payments
required under these agreements and leases are:

   -- pursuant to the license agreement referred to in note 12 to
      the consolidated financial statements, the Company is
      jointly responsible for development costs in excess of
      $40 million (EUR 25 million), if any.

   -- pursuant to certain People's Republic of China
      regulations, the Company's subsidiary is likely required to
      transfer certain percentages of its profit, as determined
      under the PRC accounting regulations, to certain statutory
      funds.  To date, the subsidiary has not recognized any
      statutory reserves as it has not been profitable.  Should
      the subsidiary become profitable in the future, it will be
      required to recognize these statutory accounts and
      accordingly, a portion of the subsidiary's future earnings
      will be restricted in use and not available for
      distribution.


WOLVERINE TUBE: Moody's Junks $235 Million Senior Notes' Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed Wolverine Tube, Inc.'s B3
corporate family rating.  Moody's also lowered Wolverine's
guaranteed senior unsecured notes to Caa1 from B3 reflecting the
company's increased usage of its recently expanded senior secured
credit facilities (which augments risks associated with
contractual subordination).

The negative outlook reflects Moody's concern that weak demand
through the 2nd quarter and still rising copper prices will
challenge the company's ability to comply with the revised
financial covenants governing its senior secured credit facility
(the securitization facility and revolving credit facility are
both subject to the same financial covenants).  The company is
required to comply with a minimum LTM EBITDA requirement of
$15 million and $10 million for the months ended September and
October, respectively, and Moody's believes the company has very
little operating flexibility under this covenant.  This summarizes
the ratings activity:

Ratings affirmed:

   * Corporate Family Rating -- B3

Ratings lowered:

   * $136 million of 7.375% guaranteed senior notes due 2008 --
     to Caa1 from B3

   * $99 million of 10.5% guaranteed senior notes due 2009 --
     to Caa1 from B3

The affirmation of Wolverine's corporate family rating reflects
Moody's expectation that the company will be able to secure an
amendment to the credit facility in the event that it violates
financial covenants.  To the extent that the company does violate
covenants and it only secures a limited waiver or the revised
covenants allow only a modicum of financial flexibility, Moody's
may lower the ratings.

Additionally, if the company's EBITDA in 2006 does not materially
improve from the prior year or if its liquidity declines to less
than $25 million at the end of 2005 (implying the potential for
difficulty in building seasonal 1Q2006 working capital levels),
Moody's would likely lower the ratings.  As of August 1, 2005, the
company had revolving credit facility and receivables
securitization availability of $15 million and $25 million,
respectively.  Conversely, upward pressure would be applied to the
ratings if the company is able to reduce leverage below 5.5 times
and improves free cash flow to debt to positive levels while
maintaining adequate liquidity.

The ratings continue to reflect Wolverine's high leverage with
debt to EBITDA exceeding 10 times for the LTM ended July 3, 2005.
Moreover, LTM credit metrics will likely continue to deteriorate
over the near-term due to challenging financial comparisons in the
prior year.  The ratings also recognize increasing import
competition from Asia (particularly for lower-end industrial tube
products), and the fact that Wolverine's operating performance
significantly weakened in 2005 after it had just begun to improve
in 2004 from prior years.

Nevertheless, the ratings are supported by:

   * Wolverine's strong market position in several of its
     product lines;

   * its geographic reach; and

   * ability to pass through higher raw material costs to a
     large portion of its commercial customers.

The ratings further acknowledge the benefits derived from the
company's cost control initiatives.  The company has recently
announced a restructuring program aimed at streamlining costs at
the corporate level and opportunities to reduce costs at the
manufacturing base could yield future savings.  Moody's also
recognizes that the new 13 SEER federal mandate augurs well for
long-term demand trends; 13 SEER will require OEMs to increase the
copper content in unitary air conditioners in order to meet more
stringent energy efficiency requirements.  However, the financial
impact of this mandate on Wolverine's performance is unclear when
considering that OEMs and distributors can sell 10 SEER units that
were manufactured in 2005 in 2006.

The ratings also reflect Moody's anticipation that volatile copper
prices will continue to negatively affect the company's working
capital requirements.  Copper prices have sequentially increased
throughout 2005, climbing above $1.80/lb near the end of
September.  As a result, Moody's would expect breakeven or
slightly negative levels of free cash flow during 2H2005, a period
when the company typically generates positive free cash flow.

The revision of the senior unsecured notes rating reflects Moody's
expectation that Wolverine will continue to rely on its expanded
credit facilities for at least the near-term due to a diminished
cash balance and volatile copper prices.

Wolverine Tube, Inc. is a leading North American manufacturer and
distributor of copper and copper alloy products headquartered in
Huntsville, Alabama.  The company had revenues of $788 million for
the LTM ended July 3, 2005.


WOMEN FIRST: Trustee Wants Until Nov. 15 to Object to Claims
--------------------------------------------------------------
Stephen W. Spence, Esq., the Liquidating Trustee appointed under
the Liquidating Trust established pursuant to the confirmed Second
Amended Plan of Liquidation of Women First HealthCare, Inc., asks
the U.S. Bankruptcy Court for the District of Delaware to further
extend, until Nov. 15, 2005, his deadline to object to proofs of
claim filed against the Debtor's estate.

The Court confirmed the Debtor's Plan on Dec. 28, 2004.  Pursuant
to the confirmed Plan, the Women First HealthCare Liquidating
Trust was established and Mr. Spence was appointed as the
Liquidating Trustee on Jan. 18, 2005.

Mr. Spence gives the Court four reasons to support his request:

   1) he believes that it is beneficial for the Trust to attempt
      to negotiate settlements to the unresolved claims prior to
      filing any individual objections to claims because of the
      small percentage of payout expected on the allowed claims;

   2) he is currently in settlement negotiations with a number of
      claimants and a number of large claimants have agreed in his
      request to the Court for an extension of time to object to
      those claimants' claims while the validity and amount of
      their claims are being negotiated;

   3) the Trust is presently involved in a litigation with
      McKesson Corporation which he believes must be completed
      first before determining the extent to which he would object
      to McKesson's claims; and

   4) there are still a significant number of claims that needs to
      be reconciled.

The Court will convene a hearing at 4:00 p.m., on Nov. 7, 2005, to
consider Mr. Spence's request.

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty
pharmaceutical company dedicated to improve the health and
well-being of midlife women.  The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Robert A. Klyman, Esq., at Latham & Watkins LLP, and Michael R.
Nestor, Esq., and Sean Matthew Beach, Esq., at Young Conaway
Stargatt & Taylor, represent the Debtor.  Kirt F. Gwynne, Esq., at
Reed Smith LLP, represents the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it listed $49,089,000 in total assets and $73,590,000
in total debts.  The Court confirmed the Debtor's Liquidating Plan
on Dec. 28, 2004.  Stephen W. Spence is the Liquidating Trustee
appointed pursuant to the confirmed Plan.  Mark Eckard, Esq., at
Reed Smith LLP and Stephen W. Spence, Esq., at Phillips, Goldman &
Spence, P.A., represents the Liquidating Trustee.


WORLDCOM INC: Moves for Summary Judgment on S. Victa's Claims
-------------------------------------------------------------
Sara E. Welch, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, relates that WorldCom, Inc. and its debtor-
affiliates employed Salvador Victa as field engineer and
telecommunications technician in the San Diego Terminal Services
Operations Group from June 24, 1985, until April 1, 2001.  The
Group was responsible for maintaining the company's fiber optics
network at the San Diego Terminal located in Kearney Mesa,
California and in the adjoining El Centro and San Diego regions.

In September 2000, Mr. Victa suffered an injury on the job.
Following his injury, he took a leave of absence and did not
return to work.

After his injury, Mr. Victa filed a claim for workers'
compensation benefits.  He was compensated for his injury.  In
exchange, Mr. Victa signed a Compromise and Release Agreement in
December 2003.  The Release Agreement provides that upon payment,
Mr. Victa will release and discharge the Debtors and the insurance
carrier from all future claims and causes of action relating to
the injury.

                     Employment Termination

In February 2001, Dewitt Stage, the senior manager of Outside
Plant Operations in the Pacific South Territory, decided to
eliminate two positions in the San Diego TSO Group to reduce
costs.

In determining which positions to eliminate, Mr. Stage considered:

   -- how critical the position was to maintaining a reliable
      network; and

   -- the strength of the employee's performance in the
      position.

Considering the relatively light workload in the El Centro region,
Mr. Stage decided to retain only one technician to cover the area.
Two technicians, Mr. Victa and Jorge Enriquez, were responsible
for the El Centro network.  Mr. Stage terminated Mr. Victa in
favor of Mr. Enriquez' superior performance rating.

In connection with the Mr. Victa's termination of employment, the
Debtors offered Mr. Victa severance benefits.  To receive those
benefits, the Debtors required Mr. Victa to execute a General
Release Agreement.

                         The Standby Pay

After the termination of his employment, Mr. Victa contacted the
Debtors' Human Resources Department with questions about whether
he should have received "standby pay" during his employment.

Ms. Welch tells the U.S. Bankruptcy Court for the Southern
District of New York that Mr. Victa and other employees in the
Field TSO/AMS group were classified as "on-call."  On-call
employees were required to carry a pager, but were not actively
waiting to be engaged for work.

On the other hand, employees on standby were required to wait by
the phone for calls and respond to the work site within 10 to 20
minutes, Ms. Welch notes.  Those employees were paid additional
amounts for being on standby.

Mr. Victa contended that the Debtors' employees in other
geographical areas, specifically, the eastern portion of the
United States, were paid "standby pay" for time that they were on
call, as opposed to on standby.

Upon investigation, the Debtors concluded that employees in Mr.
Victa's geographic area were paid consistently with the company's
policies and were not paid differently than employees in other
geographic areas with respect to standby time.

Furthermore, after the termination of his employment, Mr. Victa
filed a Charge of Discrimination with the Equal Employment
Opportunity Commission, alleging age and disability
discrimination.  The EEOC issued a finding of "no probable cause".

                          Victa's Claims

In January 2003, Mr. Victa filed four claims against the Debtors:

   (1) Claim Nos. 9508 and 9509 based on the value of certain
       shares of common stock he held;

   (2) Claim No. 9507, seeking a Standby fee and Severance;

   (3) Claim No. 11673 based on accident by personal injury.

Pursuant to a Court order dated May 5, 2003, Claim Nos. 9508 and
9509 were expunged.

Ms. Welch points out that the attachments submitted by Mr. Victa
in Claim Nos. 9507 and 11673 state that he believes he is entitled
to:

   (a) severance pay for $15,616;

   (b) unspecified damages for his workplace injury;

   (c) an unspecified amount of standby pay for the period 1985
       to 1999; and

   (d) unspecified damages for unlawful termination due to old
       age.

Ms. Welch argues that the Debtors owe Mr. Victa no wages, salaries
or compensation for these reasons:

   A. Mr. Victa was not entitled to standby pay for the period
      1985 to 1999.

      Neither the Debtors' policies nor any law required the
      Debtors to compensate Mr. Victa for time spent on-call.
      Ms. Welch notes that it is unclear under what statute Mr.
      Victa asserts he was entitled to standby pay.  To the
      extent that his claim for standby pay can be construed as a
      claim that he should have been paid certain minimum wages
      or overtime compensation, the claim likely would be
      governed by the Fair Labor Standards Act, Ms. Welch adds.

      Furthermore, the Debtors' investigation revealed that Mr.
      Victa's allegation of a geographic disparity in pay
      practices had no basis.

   B. Mr. Victa was not entitled to severance pay because he
      failed to execute the necessary release agreement within
      the time period allowed.  As a result, Mr. Victa has no
      contractual basis on which to recover the severance pay
      that was offered to him in exchange for signing the General
      Release Agreement.

   C. Mr. Victa is not entitled to compensation in connection
      with any claim of age discrimination.

      Ms. Welch asserts that Mr. Victa's employment was
      terminated due to a reduction in force, not because of his
      age.  Mr. Victa has not offered any evidence to suggest
      that the elimination of his position was motivated by age
      discrimination.

Furthermore, Ms. Welch asserts that Mr. Victa released any and all
claims in connection with his September 2000 workplace injury.

Accordingly, the Debtors ask the Court to disallow and expunge
Claim Nos. 9507 and 11673.

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)


* Salem Katsh Leads Kasowitz Benson's New IP Practice
-----------------------------------------------------
Kasowitz, Benson, Torres & Friedman LLP established a new practice
group focused on intellectual property litigation and counseling.
The Intellectual Property practice group will be headed by Salem
M. Katsh, one of the nation's leading intellectual property
lawyers, who joined the firm as a partner effective Sept. 22,
2005.

Mr. Katsh, 57, brings with him a substantial client base and is a
nationally acclaimed trial lawyer with expertise in such IP areas
as patents, trademarks, trade secrets and other business torts,
copyrights and internet-related matters.  His experience includes
complex jury trials and arbitrations, as well as administrative
proceedings before the Federal Trade Commission, Department of
Justice and International Trade Commission.  Mr. Katsh has
lectured widely and has written extensively on a broad range of
subjects in the fields of litigation, intellectual property and
antitrust.  He has testified before Congress as well as at
hearings before the FTC and Department of Justice.

Mr. Katsh is also co-author of the widely acclaimed treatise on
corporate governance "The Limits of Corporate Power" (Macmillan
1981) (reprinted by Beard Press in 2002).  Additionally, he has
been active in a variety of pro-bono litigations.  In 1994 he
succeeded in securing the New York City Board of Education's
agreement to a landmark interpretation of the Americans With
Disabilities Act.  The decision has served as a precedent for
families with disabled children in many other states. A major
motion picture about the case is scheduled for release next year.

"Salem Katsh is one of the most gifted and highly regarded lawyers
in the robust field of intellectual property, and is a great
addition to our firm," said Marc E. Kasowitz, the firm's chairman.
"Today, more than ever, the protection of intellectual property
affects almost all U.S. industry and we are excited to be
establishing a practice in this rapidly growing field.  With great
skill as a litigator and counselor, a remarkable clientele, and an
unmatched track record of building industry-leading intellectual
property practices within general litigation firms, Salem is the
ideal candidate to lead our new practice.  We are delighted he has
joined us."

"I'm thrilled to be joining one of the nation's premier litigation
firms and a group with such a deeply ingrained entrepreneurial
spirit," said Mr. Katsh.  "I look forward to practicing amongst
the talented lawyers at Kasowitz, Benson, Torres & Friedman and
working with them to build a successful IP practice."

Prior to joining Kasowitz, Benson, Torres & Friedman, Mr. Katsh
was a partner at Shearman & Sterling.  Joining the firm in 1997,
Mr. Katsh established IP groups in Shearman's New York and Menlo
Park Offices.  Under his stewardship, the Chambers 2005 survey
named Shearman & Sterling's IP group as one of the leading IP
groups in New York, just eight years after its having been
established.  Prior to joining Shearman & Sterling, Mr. Katsh
practiced for 24 years at Weil, Gotshal & Manges, where, in 1987,
he founded the firm's patent litigation practice and pioneered the
concept, which has since been adopted by scores of other firms,
that complex patent cases can and should be handled by general
practice firms.  In 1991, Mr. Katsh established another major
trend when he founded Weil Gotshal's Menlo Park Office, the first
Silicon Valley Office to be established by any New York firm.

Mr. Katsh received his B.A. degree with honors from New York
University in 1969 and his J.D. degree cum laude from New York
University School of Law in 1972.

Kasowitz, Benson, Torres & Friedman LLP, founded 1993, has built a
highly sophisticated, national practice specializing in complex
civil litigation.  The firm, which numbers over 150 lawyers in New
York, Houston, Atlanta, San Francisco and Newark, principally
focuses on general litigation, creditors' rights and bankruptcy,
employment practices, intellectual property, and family law.


* Steve Maupin Joins Alvarez & Marsal as Managing Director
----------------------------------------------------------
Steve Maupin, a seasoned consulting professional, has joined
Alvarez & Marsal Business Consulting as a managing director.
He is based in the firm's San Francisco office.

Focusing on corporate and business unit strategy development and
execution, Mr. Maupin has helped scores of companies in a variety
of industries re-align and streamline their businesses by
identifying and implementing changes to products, service and
asset portfolios, particularly in connection with post-merger
integration and restructuring efforts.

Prior to joining Alvarez & Marsal, Mr. Maupin served as a vice
president at Hitachi Consulting, where he led the Northern
California Business Consulting Practice and National High
Technology Practice.  Before that, he was a partner with Andersen
Business Consulting, responsible for the Pacific North West
Customer and Channel Solutions Practice.

"Steve brings a wealth of experience and a long track record of
helping companies to maximize value and improve overall business
performance," said Tom Elsenbrook, managing director and head of
Alvarez & Marsal Business Consulting. "We are pleased to have him
on board and to expand our west region team."

Mr. Maupin holds a bachelor's degree in economics from Colorado
College and a master's degree in international management from
Thunderbird, The Garvin School of International Management.

              Alvarez & Marsal Business Consulting

Alvarez & Marsal Business Consulting LLC is comprised of a
dedicated team of senior consulting specialists who deliver
functional, process and technology skills to corporate management.
Building on Alvarez & Marsal's core operational and problem-
solving heritage, the team helps to improve the business processes
and performance of companies in good market and financial
positions. Alvarez & Marsal Business Consulting services include:
strategy and corporate solutions, finance and accounting
solutions, human resource solutions, information technology
solutions and supply chain solutions.

Alvarez & Marsal Business Consulting is part of Alvarez & Marsal,
a leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Founded in
1983, the firm's network of seasoned professionals in locations
across the US, Europe, Asia and Latin America provide services
including turnaround management consulting, crisis and interim
management, performance improvement, creditor advisory, financial
advisory, dispute analysis and forensics, tax advisory, real
estate advisory and business consulting.

For more information, visit http://www.alvarezandmarsal.com/

                          *********

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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