TCR_Public/050930.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, September 30, 2005, Vol. 9, No. 232

                          Headlines

A.B. DICK: Wants Open-Ended Retention Period for TRG
ACE SECURITIES: Fitch Rates $15.5 Mil. Subordinate Certs. at BB+
AMERICAN WAGERING: Bankruptcy Court Closes Chapter 11 Cases
ARLINGTON HOSPITALITY: Committee Wants Winston & Strawn as Counsel
ARLINGTON HOSPITALITY: Committee Wants Huron as Financial Advisor

ATA AIRLINES: Inks Four Boeing Aircraft Subleases with Continental
BANC OF AMERICA: Fitch Puts B- Rating on $6MM Class O Certificates
BANC OF AMERICA: Fitch Assigns B Rating on $1.2MM Class B-5 Certs.
BANC OF AMERICA: Fitch Places Low-B Rating on Two Cert. Classes
BOWATER INC: Appoints Ruth R. Harkin to Board of Directors

BP INTERNATIONAL: Accumulated Deficit Prompts Going Concern Doubt
CELESTICA INC: Completes Redemption of LYONs for $1.2 Million
CHAMPION ENTERPRISES: Refinancing Senior Bank Debt with New Loan
CHARTER COMMS: Closing Private Debt Exchange Offers
CHARYS HOLDING: Earns $1.2 Million of Net Income in First Quarter

CITICORP MORTGAGE: Fitch Puts B Rating on $602K Class B-5 Certs.
COMDIAL COMMS: Completes $20 Million 363 Sale to Vertical Comms.
CONMED CORP: Registers $150M Convertible Sr. Sub. Notes for Resale
CONSTELLATION BRANDS: Offers to Buy Vincor Stock for $1.2 Billion
DELTA AIR: Taps Stroock & Stroock as Conflicts Counsel

DELTA AIR: Brings-In Giuliani Capital as Restructuring Advisor
DOANE PET: Adopts Cost Saving Initiatives & Adjusts Q3 Guidance
ELECTROPURE: Hein & Associates Raises Going Concern Doubt
ENERGY & ENGINE: Losses & Deficits Fuel Going Concern Doubts
ENTERGY GULF: Moody's Reviews Ba3 Preferred Stock Rating

ENTERGY NEW ORLEANS: Gets Interim OK for $100 Mil. DIP Borrowing
ENTERGY NEW ORLEANS: Gets Interim Order to Use Cash Collateral
EXIDE TECH: Closes Senior Secured & Convertible Debt Offerings
EXIDE TECH: Names Kevin McMahon as Audit Vice President
FOAMEX INT'L: Court Enters Order to Say Automatic Stay is Real

FORD CREDIT: Fitch Places BB+ Rating on $40.2 Mil Class D Certs.
FOSS MANUFACTURING: Gets 2nd Interim Order on Cash Collateral Use
FOSS MANUFACTURING: U.S. Trustee Appoints 7-Member Creditors Panel
GB HOLDINGS: Files for Chapter 11 Protection in New Jersey
GB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

HAO QUANG: Wants Smith Lease as Special Counsel
HEATING OIL: Wants Access to Cash Collateral & DIP Loan
HEATING OIL: Wants Zeisler & Zeisler as Bankruptcy Counsel
HONEY CREEK: Files Schedules of Assets and Liabilities in Texas
HONEY CREEK: Section 341(a) Meeting Slated for Oct. 18

HORNBECK OFFSHORE: Moody's Rates Planned $75 Million Notes at Ba3
HYDROCHEM INDUSTRIAL: S&P Junks $150 Million Sr. Sub. Notes
INSIGHT COMMS: Soliciting Consent from 12-1/4% Noteholders
INSIGHT HEALTH: S&P Affirms B Corporate Credit & Sr. Debt Ratings
INTEGRATED HEALTH: Wants Until January 4 to Object to Claims

INTRAWEST CORP: Earns $32.6MM of Net Income in FY Ending June 30
INTRAWEST CORP: Sells Beachfront Property in Maui for $25 Million
KAISER ALUMINUM: Wants Modified USWA Settlement Agreement Approved
KAISER ALUMINUM: Claims Reps Want Insurers' Objection Overruled
KANSAS CITY: S&P Assigns BB+ Rating to $125 Million Facilities

KCMC CHILD: Case Summary & 20 Largest Unsecured Creditors
KEY ENERGY: Default Spurs Noteholders' Valid Acceleration Notices
KMART CORP: Objects to Dutch Farms' $2,311,710 Claim
KMART CORP: SEC Settles Charges Against Four Former Execs
MASTR ASSET: Fitch Puts BB Rating on $5.5 Mil. Class M10 Certs.

MERIDIAN AUTOMOTIVE: Panel Wants Sanchez-DeVanny as Mexico Counsel
MERIDIAN AUTOMOTIVE: Has Until Jan. 25 to Decide on Leases
MERIDIAN AUTOMOTIVE: Proofs of Claims Must be Filed by Dec. 1
MICROISLET INC: Files Tardy SEC Reports & AMEX Compliance Restored
MIRANT CORP: U.S. Bank Wants to Propose Ch. 11 Plan for MirMA

MIRANT CORP: Court Okays Bid Procedures for Washington Unit Sale
MOUNTAIN TERRACE: Voluntary Chapter 11 Case Summary
NEIMAN MARCUS: Newton Acquisition Issues $1.2 Bil. of Merger Bonds
NEWPAGE CORP: Moody's Affirms Junks Sr. Sub. Notes' Junk Rating
NORTHWEST AIRLINES: Wants Existing Business Forms Unchanged

NORTHWEST AIRLINES: Paying Maintenance & Service Providers
OFFICEMAX INC: S&P Lowers Corporate Credit Rating to B+ from BB
ONESOURCE TECH: Merger Talks Failed; Comerica Appoints Receiver
PARKWAY HOSPITAL: Thelen Reid Approved as Committee Counsel
PARMALAT USA: Asks Court to Determine Tax Liability & Refund

PATCH INTERNATIONAL: Losses Trigger Going Concern Doubt
PCA LLC: S&P Lowers Senior Unsecured Debt Rating to C from CC
PIKNIK PRODUCTS: Voluntary Chapter 11 Case Summary
POLYMER GROUP: S&P Affirms Corporate Credit Rating at B+
PROTOCOL SERVICES: FTI Consulting & RJM Approved as Fin'l Advisors

PROTOCOL SERVICES: Wants to Walk Away from 10 Contracts & Leases
PROTOCOL SERVICES: Court Okays Buchalter Nemer as Local Counsel
RADIANT COMMS: Gets $7.92 Million in Private Equity Placement
REGAL GREETINGS: Deloitte Appoints Century Services as Liquidator
REGIONAL DIAGNOSTICS: Files Liquidation Plan in Ohio

RODNEY WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
ROGERS TELECOM: Receives $200.9MM of Senior Notes in Tender Offer
ROUNDY'S SUPERMARKETS: S&P Puts Corporate Credit Rating on Watch
RURAL/METRO: Appoints Conrad A. Conrad to Board of Directors
SEPRACOR INC: Registers $75M Convertible Sr. Sub. Notes for Resale

SMARTVIDEO TECH: June 30 Balance Sheet Upside-Down by $694,966
STELCO INC: Wants Ontario Court to Approve Tricap Agreement
SURGE GLOBAL: Defaults on Farmout Agreement with Deep Well
THERMAL ENERGY: Incurs $1.42 Million Net Loss in FY Ending May 31
THERMOVIEW: Wants Until Oct. 26 to File Schedules & Statements

TRUDY DEVELOPMENT: Sellers Want Case Dismissed or Stay Lifted
TRUDY DEVELOPMENT: Section 341(a) Meeting Slated for October 25
TURBOSONIC TECHNOLOGIES: Auditor Expresses Going Concern Doubt
UNIFIED HOUSING: Judge Lynn Dismisses Chapter 11 Case
US AIRWAYS: Air Canada Expresses Interest to Merge with US Air

VERILINK CORP: Ehrhardt Keefe Raises Going Concern Doubt
VINTAGE PETROLEUM: S&P Affirms BB- Corporate Credit Rating
WCI STEEL: Panel Calls Noteholders' Disclosure Statement Deficient
WELLS FARGO: Fitch Rates $276,000 Class B-5 Certificates at B
WELLS FARGO: Fitch Assigns Low-B Rating to Two Class B Certs.

WERNER HOLDING: Moody's Junks Corporate Family & All Debt Ratings
WHITING PETROLEUM: Prices 5 Million-Plus Shares of Common Stock
WHITING PETROLEUM: Prices $250 Million of Senior Sub. Notes
WHITING PETROLEUM: Moody's Rates Proposed $250 Million Notes at B2
WINN-DIXIE: Has Until Dec. 19 to File Plan of Reorganization

WINN-DIXIE: Has Until Dec. 19 to Decide on Leases
WINN-DIXIE: Two Commercial Net Leases Rejected Effective Today

* Corporate Revitalization Partners Absorbs RKG Osnos in Merger
* Paul Miltonberger Joins Epstein Becker's Litigation Practice

* BOOK REVIEW: The Turnaround Manager's Handbook

                          *********

A.B. DICK: Wants Open-Ended Retention Period for TRG
----------------------------------------------------
A.B. Dick Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
extend their retention of The Recovery Group, Inc., until the
conclusion of their bankruptcy cases or until TRG's services are
no longer necessary.  TRG serves as the Debtors' turnaround and
crisis manager.

As reported in the Troubled Company Reporter, the Debtors hired
TRG as their turnaround and crisis manager subsequent to their
bankruptcy filing in July 2004.  TRG designated Stephen S. Gray
and John Calabrese as the Debtors' Chief Restructuring Officer and
Assistant Chief Restructuring Officer.  The Debtors have sought
and obtained a number of short-term extensions of that original
engagement during the chapter 11 proceedings.

The Debtors seek to extend TRG's retention so the Firm can
continue managing the wind-down of their estates.  TRG will
continue to:

   a) pursue and liquidate potential assets such as vendor
      debits, insurance refunds, workers' compensation audits and
      tax refunds;

   b) provide financial and other data necessary to support
      confirmation of the Plan;

   c) manage the estates' cash and oversee the winding down of
      A.B. Dick and its Canadian subsidiary;

   d) comply with the United States Trustee's reporting
      requirements during the remainder of the cases; and

   e) provide litigation support; and

   f) oversee the payments of post-petition administrative
      expenses, to the extent possible.

The Debtors want to specifically retain:

       Professional                         Hourly Rate
       ------------                         -----------
       Stephen S. Gray                         $490
       John Calabrese                          $395
       Cynthia Chan                            $150
       Linda Hein                              $150
       Another TRG Consultant               $300 to $365

TRG has provided turnaround and crisis management services to
businesses, creditors, lenders and investors for more than 20
years.  With a experienced senior management team and a staff of
40 consultants, TRG specializes in delivering comprehensive
solutions for troubled mid to large-cap businesses.

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


ACE SECURITIES: Fitch Rates $15.5 Mil. Subordinate Certs. at BB+
----------------------------------------------------------------
ACE Securities Corp. Home Equity Loan Trust, asset-backed pass-
through certificates, series 2005-HE6, are rated by Fitch Ratings:

     -- $1.184 billion class A ('senior certificates') 'AAA';

     -- $59.8 million class M-1 'AA+';

     -- $55.2 million class M-2 'AA';

     -- $37.3 million class M-3 'AA-';

     -- $26.4 million class M-4 'AA-';

     -- $27.2 million class M-5 'A+';

     -- $23.3 million class M-6 'A';

     -- $24.1 million class M-7 'A-';

     -- $17.9 million class M-8 'BBB+';

     -- $17.9 million class M-9 'BBB';

     -- $12.4 million class M-10 'BBB-';

     -- $15.5 million class M-11 'BB+' (collectively the
        'subordinate certificates').

The 'AAA' rating on the senior certificates reflects the 23.80%
initial credit enhancement provided by 3.85% class M-1, the 3.55%
class M-2, the 2.40% class M-3, the 1.70% class M-4, the 1.75%
class M-5, the 1.50% class M-6, the 1.55% class M-7, the 1.15%
class M-8, the 1.15% class M-9, the 0.80% class M-10, the 1.00%
class M-11, the 1.65% privately offered class B-1, the 1.00%
privately offered class B-2 and overcollateralization.  The
initial and target OC is 0.75%.  All certificates have the benefit
of excess interest.  In addition, the ratings also reflect the
quality of the loans, the soundness of the legal and financial
structures, and the capability of Ocwen Loan Servicing LLC as
servicer, which is rated 'RPS2' by Fitch Ratings.

The collateral pool consists of fixed and adjustable rate mortgage
loans and totals $1.554 billion as of the cut-off date.  The
weighted average original loan-to-value ratio is 82.20%.  The
average outstanding principal balance is $193,533, the weighted
average coupon is 7.329% and the weighted average remaining term
to maturity is 352 months.  The weighted average credit score is
631.  The loans are geographically concentrated in CA (34.35%), FL
(13.22%) and NY (7.64%).

Fremont Investment & Loan, a California state chartered industrial
bank headquartered in Brea, California originated 61.27% of the
mortgage loans.  Fremont currently operates five wholesale
residential real estate loan production offices and conducts
business in 45 states.  The remainder of the mortgage loans were
originated by various originators, none of which have originated
more than 10% of the mortgage loans.


AMERICAN WAGERING: Bankruptcy Court Closes Chapter 11 Cases
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada
issued an order closing the Chapter 11 cases of American Wagering,
Inc., and its wholly owned subsidiary, Leroy's Horse Sports Place,
Inc.  The estates having been fully administered and all required
distributions having been made.

An appeal by Michael Racusin to the United States Court of Appeals
for the Ninth Circuit from an April 14, 2005, ruling by the United
States Bankruptcy Appellate Panel of the Ninth Circuit remains
pending.

As reported in the Troubled Company Reporter on April 19, 2005,
the Bankruptcy Appellate Panel for the 9th Circuit Court of
Appeals ruled in favor American Wagering, Inc. regarding the
Racusin subordination matter.

On April 14, 2005, the Panel reversed a bankruptcy court order and
ruled that the debt owed to Michael Racusin dba M. Racusin & Co.
is subordinated pursuant to the provisions of Section 510(b) of
the U.S. Bankruptcy Code.  As a result, the debt to Racusin will
be paid in the form of 250,000 shares of the Company's common
stock rather than $2.8 million in cash.

Headquartered in Reno, Nevada, American Wagering, Inc. --
http://www.americanwagering.com/main.html-- owns and operates a
number of subsidiaries including, but not limited to, (1) Leroy's
Horse and Sports Place, which operates 47 race and sports books
licensed by the Nevada Gaming Commission, giving it the largest
number of books in the state; (2) Computerized Bookmaking Systems,
the dominant supplier of computerized sports wagering systems in
the state of Nevada; and (3) AWI Manufacturing (formerly AWI Keno)
is licensed by the Nevada Gaming Commission as a manufacturer and
distributor, and has developed a self-service race and sports
wagering kiosk.  The Company filed for chapter 11 protection on
July 25, 2003 (Bankr. D. Nev. Case No. 03-52529).  Thomas H. Fell,
Esq., at Gordon & Silver, Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed $13,694,623 in total assets and $13,688,935 in total debts.

The Company and its wholly owned subsidiary, Leroy's Horse &
Sports Place, Inc., consummated the Restated Amended Joint
Plan of Reorganization and have formally emerged from Chapter 11
in March 2005.  AWI and Leroy's officially concluded the process
after completing all required actions and satisfying all remaining
conditions of the Plan, which was confirmed by the U.S. Bankruptcy
Court for the District of Nevada on Feb. 28, 2005.


ARLINGTON HOSPITALITY: Committee Wants Winston & Strawn as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Arlington
Hospitality, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to employ and retain Winston & Strawn LLP as its
bankruptcy counsel.

Winston & Strawn will:

    (a) consult with the Debtors' professionals or representatives
        concerning the administration of the chapter 11 cases;

    (b) prepare and review pleadings, motions and correspondence;

    (c) appear at and be involved in proceedings held before the
        Court;

    (d) provide legal counsel to the Committee in its
        investigation of the acts, conduct, assets, liabilities
        and financial condition of the Debtors' the operation of
        the Debtors' businesses, and any other matters relevant to
        the chapter 11 cases;

    (e) examine and investigate claims asserted against the
        Debtors;

    (f) confer and negotiate with the Debtors, other parties in
        interest, and their respective attorneys and other
        professional concerning the Debtors' businesses and
        properties, financing, chapter 11 plan, claims, liens, and
        other aspects of the chapter 11 cases;

    (g) confer with and assist the Debtors in the sale of the
        Debtors' assets; negotiate with the Debtors, and other
        parties in interest regarding the allocation of the
        purchase price for such sale, and the disposition of the
        proceeds from such sale;

    (h) examine, investigate and prosecute preference claims,
        fraudulent conveyance claims and other claims under
        sections 544 through 550 of the Bankruptcy Code; and

    (i) provide the Committee with other services as the Committee
        may request.

David W. Wirt, Esq., at Winston & Strawn, is the lead attorney
representing the Committee.  The Committee discloses that
Winston & Strawn's professionals will bill:

       Designation                     Hourly Rates
       -----------                     ------------
       Partners                        $360 - $765
       Counsel and Associates          $225 - $470
       Paraprofessional                $105 - $230

Mr. Wirt 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: Committee Wants Huron as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Arlington
Hospitality, Inc. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to employ and retain Huron Consulting Services LLC as
its financial advisor.

Huron Consulting will:

    (a) review and analyze the financial information prepared by
        the Debtors, its accountants and other financial advisors;

    (b) monitor and analyze the Debtors' operations, its cash
        expenditures, court filings, proposed retention programs,
        business plans and projected cash requirement;

    (c) attend meetings of the Committee, the Debtors, their
        respective professionals, bankruptcy court hearings and
        participate in such other matters and on such occasions as
        the Committee may, from time to time, request;

    (d) review and analyze the plan of reorganization proposed by
        the Debtors or any other party, and assist in the
        negotiation of a plan on behalf of the Committee;

    (e) review and analyze proposed transactions for which the
        Debtors seek Court approval;

    (f) provide valuation and corporate finance assistance with
        any assets sale and portfolio valuation matters as may be
        required;

    (g) prepare a going concern sale and liquidation value
        analysis of the Debtors' assets;

    (h) review reports as to the Debtors' business and its
        operations;

    (i) analyze with respect to the pre-petition property,
        liabilities and financial condition of the Debtors, and
        the transfers to and accounts with and among the Debtors'
        affiliates;

    (j) support any bankruptcy court proceedings necessary or
        appropriate to the maximization of recovery by the
        Committee's constituents, including expert witness and
        other testimony; and

    (k) perform other services as the Committee may deem necessary
        or appropriate.

Steven Korf, at Huron Consulting, tells the Court that the Firm's
professionals bill:

       Designation                     Hourly Rates
       -----------                     ------------
       Managing Director               $575 - $650
       Director                        $425 - $500
       Manager                         $325 - $400
       Associate                       $250 - $300
       Analyst                         $175 - $225

Mr. Korf 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.


ATA AIRLINES: Inks Four Boeing Aircraft Subleases with Continental
------------------------------------------------------------------
On July 14, 2005, Judge Lorch authorized ATA Airlines, Inc., to
enter into leases for Boeing 737-700 aircraft without further
Court order, provided that the terms and conditions of the leases
fell within uniform guidelines agreeable to the Court, the
Debtors, the DIP Lender, and the Committee.

ATA Airlines, Inc., and Continental Airlines, Inc., entered into a
Letter of Intent dated September 2, 2005, for the sublease of four
737-724 aircraft.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells Judge Lorch that the terms of the LOI are
substantially similar to the terms of the July 14 Order, thus the
Debtors may execute the LOI without further Court consent.

Out of an abundance of caution, the Debtors seek the Court's
permission to execute the LOI and perform the transactions
contemplated therein.

Mr. Nelson tells the Court that the Aircraft are important to the
Debtors' business plan and future operations.

The Debtors have provided copies of the LOI to Southwest Airlines
Co., Air Transportation Stabilization Board, and the Official
Committee of Unsecured Creditors for comment.  According to Mr.
Nelson, the Creditors Committee has consented to the entry of the
LOI.

Judge Lorch approved the Debtors' request.

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)


BANC OF AMERICA: Fitch Puts B- Rating on $6MM Class O Certificates
------------------------------------------------------------------
Banc of America Commercial Mortgage Inc., series 2005-4 commercial
mortgage pass-through certificates are rated by Fitch:

     -- $50,500,000 class A-1 'AAA';
     -- $215,500,000 class A-2 'AAA';
     -- $87,900,000 class A-3 'AAA';
     -- $70,000,000 class A-4 'AAA';
     -- $61,158,000 class A-SB 'AAA';
     -- $485,931,000 class A-5A 'AAA';
     -- $69,419,000 class A-5B 'AAA';
     -- $228,135,000 class A-1A 'AAA';
     -- $97,123,000 class A-J 'AAA';
     -- $1,543,628,000 class XP* 'AAA';
     -- $1,585,679,793 class XC* 'AAA';
     -- $31,714,000 class B 'AA';
     -- $15,857,000 class C 'AA-';
     -- $29,731,000 class D 'A';
     -- $17,839,000 class E 'A-';
     -- $19,821,000 class F 'BBB+';
     -- $17,839,000 class G 'BBB';
     -- $23,785,000 class H 'BBB-';
     -- $7,929,000 class J 'BB+';
     -- $7,928,000 class K 'BB';
     -- $7,928,000 class L 'BB-';
     -- $3,964,000 class M 'B+';
     -- $5,947,000 class N 'B';
     -- $5,946,000 class O 'B-';
     -- $23,785,793 class P 'NR'.

     * Notional Amount and Interest Only

Classes A-1, A-2, A-3, A-4, A-SB, A-5A, A-5B, A-1A, A-J, XP, B, C,
and D are offered publicly, while classes XC, E, F, G, H, J, K, L,
M, N, O, and P are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 128
fixed-rate loans having an aggregate principal balance of
approximately $1,585,679,793, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Banc of America Commercial Mortgage Inc.,
Series 2005-4' dated Sept. 8, 2005 available on the Fitch Ratings
web site at http://www.fitchratings.com


BANC OF AMERICA: Fitch Assigns B Rating on $1.2MM Class B-5 Certs.
------------------------------------------------------------------
Banc of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2005-I are rated by Fitch Ratings:

     -- $764,288,100 classes 1-A-1, 1-A-2, 1-A-R, 2-A-1 through 2-
        A-5, 3-A-1, 3-A-2, 4-A-1 and 4-A-2 (senior certificates)
        'AAA';

     -- $15,445,000 class B-1 'AA';

     -- $5,148,000 class B-2 'A';

     -- $2,772,000 class B-3 'BBB';

     -- $1,584,000 class B-4 'BB';

     -- $1,189,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 1.95% class B-1, the 0.65% class B-
2, the 0.35% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.20% privately offered
class B-6.  The ratings on class B-1, B-2, B-3, B-4, and B-5
certificates reflect each certificate's respective level of
subordination.  Class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans secured by first liens on
one- to four-family properties with a total of 1,455 loans and an
aggregate principal balance of $792,010,124.84 as of Sept. 1, 2005
(the cut-off date).  The four loan groups are cross-
collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage loans.  After the initial fixed interest rate period of
three years, the interest rate will adjust annually based on the
sum of one-year LIBOR index and a gross margin specified in the
applicable mortgage note.

Approximately 69.29% of group 1 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $86,087,501 and an average balance of $544,858.
The weighted average original loan-to-value ratio for the mortgage
loans is approximately 72.54%. The weighted average remaining term
to maturity is 358 months, and the weighted average FICO credit
score for the group is 746.

Second homes and investor-occupied properties constitute 14.22%
and 1.24% of the loans in group 1, respectively.  Rate/term and
cashout refinances account for 23.94% and 21.55% of the loans in
group 1, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(47.84%) and Florida (13.05%).  All other states represent less
than 5% of the outstanding balance of the group.

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of one year
LIBOR index and a gross margin specified in the applicable
mortgage note.

Approximately 71.77% of group 2 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $451,029,038.67 and an average balance of
$540,155.

The weighted average OLTV for the mortgage loans is approximately
71.5%.  The WAM is 359 months, and the weighted average FICO
credit score for the group is 746. Second homes and investor-
occupied properties constitute 8.39% and 0.57% of the loans in
group 2, respectively.  Rate/term and cashout refinances account
for 21.55% and 13.72% of the loans in group 2, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are California (51.32%), Florida (8.65%), and
Virginia (7.43%).  All other states represent less than 5% of the
outstanding balance of the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of one year
LIBOR index and a gross margin specified in the applicable
mortgage note.

Approximately 59.56% of group 3 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $142,694,888.28 and an average balance of
$542,566.

The weighted average OLTV for the mortgage loans is approximately
69.34%.  The WAM is 359 months, and the weighted average FICO
credit score for the group is 745.  Second homes and investor-
occupied properties constitute 8.30% and 0.64% of the loans in
group 3, respectively.  Rate/term and cashout refinances account
for 26.68% and 19.68% of the loans in group 3, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are California (44.71%), Virginia (6.54%),
Florida (6.14%), and South Carolina (6.01%).  All other states
represent less than 5% of the outstanding balance of the pool.

The group 4 collateral consists of 10/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of 10 years, the
interest rate will adjust annually based on the sum of one year
LIBOR index and a gross margin specified in the applicable
mortgage note.

Approximately 80.68% of group 4 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $112,198,696.06 and an average balance of
$563,813.

The weighted average OLTV for the mortgage loans is approximately
67.11%.  The WAM is 360 months, and the weighted average FICO
credit score for the group is 753.

Second homes properties constitute 6.86%.  Rate/term and cashout
refinances account for 32.33% and 20.41% of the loans in group 4,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (47.44%),
Virginia (10.67%), and Florida (6.51%).  All other states
represent less than 5% of the outstanding balance of the pool.

Approximately 70.01% of group 1, approximately 70.35% of group 2,
approximately 67.67% of group 3, approximately 77.18% of group 4,
and approximately 70.80% of all of the mortgage loans were
originated under the Accelerated Processing Programs.  None of
group 1, approximately 0.28% of group 2, none of group 3, none of
group 4, and approximately 0.16% of all of the mortgage loans were
originated under the Accelerated Processing Programs of All-Ready
Home and Rate Reduction Refinance.

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, N.A. will act as trustee.


BANC OF AMERICA: Fitch Places Low-B Rating on Two Cert. Classes
---------------------------------------------------------------
Banc of America Alternative Loan Trust mortgage pass-through
certificates, series 2005-9, are rated by Fitch Ratings:

     -- $436,200,915 classes 1-CB-1 through 1-CB-7, 1-CB-R, 2-CB-
        1, 3-CB-1, CB-IO, CB-PO, 4-A-1 through 4-A-4, 5-A-1, X-IO
        and X-PO, ('senior certificates') 'AAA';

     -- $7,257,000 class B-1 'AA';

     -- $3,174,000 class B-2 'A';

     -- $2,721,000 class B-3 'BBB';

     -- $1,587,000 class B-4 'BB';

     -- $1,360,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.80%
subordination provided by the 1.60% class B-1, 0.70% class B-2,
0.60% class B-3, 0.35% privately offered class B-4, 0.30%
privately offered class B-5, and 0.25% privately offered class B-
6. Classes B-1, B-2, B-3, and the privately offered classes B-4
and B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their respective subordination.  Fitch does not rate
class B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by five pools of mortgage loans.  Loan
groups 1, 2, 3, 4, and 5 are cross-collateralized and supported by
the B-1 through B-6 subordinate certificates.

All mortgage loans in all 5 groups were underwritten using Bank of
America's 'Alternative A' guidelines.  These guidelines are less
stringent than Bank of America's general underwriting guidelines
and could include limited documentation or higher maximum loan-to-
value ratios.  Mortgage loans underwritten to 'Alternative A'
guidelines could experience higher rates of default and losses
than loans underwritten using Bank of America's general
underwriting guidelines.

Loan groups 1, 2, 3, 4, and 5 in the aggregate consist of 2,566
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 120 to 360 months.

The aggregate outstanding balance of the pool as of Sept. 1, 2005
(the cut-off date) is $453,434,146, with an average balance of
$176,708 and a weighted average coupon of 5.976%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 71.15%.  The weighted average FICO credit
score is 738.  Second homes and investor-occupied properties
comprise 3.68% and 38.45% of the loans, respectively.

Rate/Term and cash-out refinances account for 11.28% and 31.78% of
the loans, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(27.51%), Florida (12.86%), and Texas (6.65%).  All other states
represent less than 5% of the aggregate pool balance as of the
cut-off date.

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,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.  Wells Fargo
Bank, N.A. will act as trustee.


BOWATER INC: Appoints Ruth R. Harkin to Board of Directors
----------------------------------------------------------
Bowater Incorporated's (NYSE: BOW) Board of Directors has elected
Ruth R. Harkin to the Board.  Ms. Harkin recently retired from
United Technologies Corporation where she served as Senior Vice
President, International Affairs and Government Relations since
1997.  Previously she was President and Chief Executive Officer of
the Overseas Private Investment Corporation.

Bowater Incorporated, headquartered in Greenville, South Carolina,
is a leading producer of newsprint and coated mechanical papers.
In addition, the company makes uncoated mechanical papers,
bleached kraft pulp and lumber products.  The company has 12 pulp
and paper mills in the United States, Canada and South Korea and
12 North American sawmills that produce softwood lumber.  Bowater
also operates two facilities that convert a mechanical base sheet
to coated products.  Bowater's operations are supported by
approximately 1.4 million acres of timberlands owned or leased in
the United States and Canada and 30 million acres of timber
cutting rights in Canada.  Bowater is one of the world's largest
consumers of recycled newspapers and magazines.  Bowater common
stock is listed on the New York Stock Exchange, the Pacific
Exchange and the London Stock Exchange.  A special class of stock
exchangeable into Bowater common stock is listed on the Toronto
Stock Exchange (TSX: BWX).

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service affirmed Bowater Incorporated's senior
implied, senior unsecured and issuer ratings at Ba3, and
concurrently, also affirmed the speculative grade liquidity rating
as SGL-2 (indicating good liquidity).  Moody's says the outlook
remains negative.

Ratings affirmed:

   -- Bowater Incorporated

      * Outlook: negative
      * Senior Implied: Ba3
      * Senior Unsecured: Ba3
      * Industrial and PC revenue bonds: Ba3
      * Issuer: Ba3
      * Speculative Grade Liquidity Rating: SGL-2

   -- Bowater Canada Finance Corp.

      * Outlook: negative
      * Senior unsecured guaranteed notes: Ba3

As reported in the Troubled Company Reporter on Mar. 30, 2005,
Fitch has rated Bowater's senior unsecured bonds and bank debt
'BB-'.  Fitch says the Rating Outlook is Stable.  Nearly
$2.5 billion of debt is subject to the rating.

As reported in the Troubled Company Reporter on May 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to newsprint producer Bowater Inc.'s $435 million senior
unsecured revolving credit facility due 2007.  All other ratings
were affirmed at 'BB'.  S&P says the outlook is stable.


BP INTERNATIONAL: Accumulated Deficit Prompts Going Concern Doubt
-----------------------------------------------------------------
Daszkal Bolton LLP expressed substantial doubt about BP
International Inc.'s ability to continue as a going concern after
it audited the Company's financial statement for the year ended
May 31, 2005.  The auditing firm points to the Company's losses
and accumulated deficit.

For the year ended May 31, 2005, the Company reported a net loss
of $2,748,159 compared with a net loss of $2,601,117 for the year
ended May 31, 2004.  The Company's present assets have risen from
$3,717,628 at May 31, 2004, to $4,075,710 at the close of May
2005.

As of May 31, 2005, the Company had cash of $376,682 compared to
$43,995 for the previous year.  The Company's principal source of
working capital has been:

    * income from operations,
    * borrowings under its revolving credit facilities,
    * capital investment,
    * and short-term loans from a company affiliate.

                        New Auditors

On April 26, 2005, Tschopp, Whitcomb & Orr, P.A., resigned as
independent auditors of the Company.  On May 20, 2005 the Company
engaged Daszskal Bolton LLP, as its independent auditors to report
on the Company's balance sheet as of May 31, 2005, and the related
statements of income, stockholders' equity and cash flows for the
one year period then ended.

At May 31, 2005, the Company's balance sheet showed a $904,649
stockholders' deficit, compared to a $1,717,155 deficit at May 31,
2004.

BP International, Inc. (f/k/a Allergy Immuno Technologies, Inc.)
-- http://www.BPInternational.com/-- is a leading manufacturer of
tennis court equipment, athletic field and gymnasium equipment,
custom netting, and outdoor fabrics for use in privacy and
construction fencing and fabric architecture shade structures and
cabanas. The company recently introduced ShadeZone(TM) shade
structures, an expanding line of standard and custom, permanent
and portable, fabric architecture to reduce heat and block UV rays
on playgrounds, golfing facilities, zoos, baseball and football
complexes, theme parks, parking lots, car dealerships, outdoor
concessions, pool sides, etc.


CELESTICA INC: Completes Redemption of LYONs for $1.2 Million
-------------------------------------------------------------
Celestica Inc. (NYSE: CLS, TSX: CLS/SV) has completed the
redemption of all remaining Liquid Yield Option(TM) Notes due 2020
(Zero Coupon-Subordinated).

The redemption of remaining LYONs was completed on Sept. 23, 2005,
at which time there was approximately US$2.1 million principal
amount at maturity of LYONs outstanding with an aggregate cash
purchase price of approximately US$1.2 million.  The redemption
was part of Celestica's previously announced intention that it
would redeem all outstanding LYONs after Aug. 1, 2005.

The redemption price on Sept. 23, 2005 was US$575.84 per US$1,000
principal amount at maturity.  All LYONs outstanding as of that
date were deemed to have been redeemed by Celestica, whether or
not they have been surrendered for redemption, and all rights of
the holders thereof have terminated, with the exception of the
holder's right to receive payment of the redemption price upon the
presentation and surrender of their LYONs.

In order for a holder to receive its payment, the holder's LYONs
must be delivered to JPMorgan Chase Bank, N.A., the trustee for
the LYONs. Questions and requests for assistance in connection
with the process for the surrender of LYONs may be directed to
JPMorgan Chase Bank, N.A., at (800) 275-2048.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader
in the delivery of innovative electronics manufacturing services.
Celestica operates a highly sophisticated global manufacturing
network with operations in Asia, Europe and the Americas,
providing a broad range of integrated services and solutions to
leading OEMs (original equipment manufacturers).  Celestica's
expertise in quality, technology and supply chain management,
enables the company to provide competitive advantage to its
customers by improving time-to-market, scalability and
manufacturing efficiency.

                         *     *     *

Celestica's 7-5/8% senior subordinated notes due 2013 and 7-7/8%
senior subordinated notes due 2011 carry Moody's Investors
Service's and Standard & Poor's single-B ratings.


CHAMPION ENTERPRISES: Refinancing Senior Bank Debt with New Loan
----------------------------------------------------------------
Champion Home Builders Co., a subsidiary of Champion Enterprises,
Inc. (NYSE: CHB), intends to enter into new senior secured credit
facilities in an aggregate principal amount of up to $200 million.
The Company plans to use the proceeds of the new credit facilities
to refinance existing senior bank debt, to finance a tender offer
for Champion Home Builders' 11-1/4% Senior Notes due 2007 and to
provide working capital.  It is anticipated that the refinancing
will close in late October.

On Sept. 30, 2005, Champion Home Builders intends to commence a
cash tender offer for all $88,430,000 principal amount of its
outstanding 11-1/4% Senior Notes due 2007.

Champion Home Builders is offering to purchase the Notes at a
price per $1,000 principal amount based on the sum of:

  (1) the present value of the scheduled payment of principal on
      the Notes on their maturity date, which is April 15, 2007,
      and

  (2) the present value of the scheduled interest payments through
      April 15, 2007.

The present value will be calculated using a discount rate equal
to a fixed spread of 50 basis points over the yield of the 3.625%
U.S. Treasury Note due April 30, 2007.

                   Consent Solicitation

In connection with the tender offer, Champion Home Builders is
soliciting consents to proposed amendments to the indenture
governing the Notes, which would eliminate substantially all of
the restrictive covenants and certain events of default.  Holders
who tender on or prior to the consent date will receive the total
consideration described above, which includes a $20.00 consent
payment per $1,000 principal amount of Notes.  Holders who tender
after the consent date will receive the total consideration minus
the $20.00 consent payment.  The consent date is 5:00 p.m., New
York City time, on Oct. 14, 2005.  In addition, Holders who
validly tender and do not validly withdraw their Notes in the
Offer will also be paid accrued and unpaid interest, if any, from
the last interest payment date up to, but not including, the
payment date.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Oct. 28, 2005, unless extended or earlier
terminated.  However, no consent payments will be made in respect
of Notes tendered after the consent date.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including Champion Home
Builders' entry into the new credit facilities, a requisite
consent condition, a minimum tender condition and other general
conditions.

The detailed terms and conditions of the tender offer and consent
solicitation will be contained in an Offer to Purchase and Consent
Solicitation Statement that will be available following
commencement of the tender offer.  At that time, requests for
documents may be directed to The Altman Group, Inc, the
information agent for the offer, at (201) 806-7300 (collect) or
(866) 416-0554 (U.S. toll-free).  Additional information
concerning the tender offer and consent solicitation may be
obtained by contacting Credit Suisse First Boston, the dealer
manager and solicitation agent for the offer, at (212) 325-7596
(collect) or (800) 820-1653 (U.S. toll- free).

Headquartered in Auburn Hills, Mich., Champion Enterprises, Inc.
is the manufactured housing industry's leading producer, with 2004
revenues of $1.15 billion.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Moody's Investors Services affirmed the ratings of Champion
Enterprises, Inc. and changed the outlook to stable from negative
to reflect the company's reduced debt balances, improvement in
cash flows and margins, and recent sales growth.  The speculative
grade liquidity rating of SGL-2 has also been affirmed and
indicates expected good liquidity for the coming 12 month period.

Moody's affirmed these ratings for:

   Champion Enterprises, Inc.:

      * $89 million 7.625% senior notes, due 2009, rated B3;

      * Senior unsecured issuer rating, rated B3;

      * $400 million multiple seniority shelf registration, rated
        P(B3)/(P)Caa1/(P)Caa2;

      * Senior Implied, rated B1;

      * Speculative Grade Liquidity Rating, rated SGL-2.

   Champion Home Builders Co.:

      * $98 million 11.25% senior notes, due 2007, rated B2.

Moody's changed Champion's ratings outlook to stable from
negative.


CHARTER COMMS: Closing Private Debt Exchange Offers
---------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR) disclosed the closing
of the offers by its subsidiaries, CCH I, LLC, and CCH I Holdings,
LLC, to exchange certain of the outstanding debt securities of
Charter Communications Holdings, LLC in a private placement for
new debt securities.

The offers were closed and the new notes were issued as scheduled
on Wednesday, Sept. 28, 2005.

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-'.


CHARYS HOLDING: Earns $1.2 Million of Net Income in First Quarter
-----------------------------------------------------------------
Charys Holding Company, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending July 31, 2005, to the
Securities and Exchange Commission on Sept. 14, 2005.

The Company's net income for the three month period ended July 31,
2005 was $1,200,117 as compared to $117,536 for the three month
period ended July 31, 2004 (pre-acquisition of CCI Telecom).
Despite its successful refinancing and partial retirement of the
debt assumed in its acquisition of CCI, at present the Company has
a $2.4 million working capital deficit.  Although the Company has
available a $5 million asset based credit facility, its borrowing
capacity is limited to the extent of the qualified accounts
receivable of CCI.  The present condition continues to create
uncertainty as to the Company's ability to continue as a going
concern in the absence of additional capital or financing from
outside sources.

At July 31, 2005, the Company's liquid working capital had a
deficiency of $3,473,704 as compared to a deficiency of $4,717,622
at April 30, 2004.  The reduction in working capital deficiency of
$1,243,918 is the result of the retirement of a line of credit
with Frost Bank.

                      Debt Restructuring

During the three month period ended July 31, 2005, the Company
decreased its total debt outstanding to $3,592,793 from $5,421,209
at April 30, 2004.  The decrease in debt is a result these two
factors:

    (1) A net reduction in debt outstanding of $1,616,886
        resulting from the CCI debt restructuring, whereby Frost
        Banks line of credit was replaced by a credit facility
        provided by CAPCO Financial Company.

    (2) A net repayment of short term borrowings totaling $205,000
        during the period.

                    CCI Debt Restructuring

On July 29, 2005, the Company, through its subsidiary CCI, closed
on a new $5 million asset based credit facility with CAPCO.  The
finance agreement provides for CAPCO to make cash advances to CCI
based on 85% of accounts receivables that are 90 days or less from
invoice date.  The initial term of the agreement is 12 months from
the closing date.  Interest is payable on outstanding borrowings
at the prime rate plus 6%.

CAPCO also received a seven-year warrant to purchase up to 862,069
shares of Charys common stock at $0.35 per share.  The facility is
secured by a first lien position on the assets of CCI.  The
initial draw-down of the facility was approximately $2.6 million,
of which $2.5 million was used to pay down CCI's existing line of
credit with Frost Bank.  Costs incurred to secure this financing,
including the warrant valued at $45,027 totaled $310,224.

               Frost Bank Agreement Completion

Concurrent with the closing on the CAPCO credit facility, on July
29, 2005 the Company completed the terms of an agreement entered
into with Frost Bank on Apr. 25, 2005 to retire CCI's remaining
debt with Frost Bank, consisting of a $4.55 million outstanding
line of credit obligation.

Also on July 29, 2005, Frost Bank released all debt security
interests and liens relating to the credit line in consideration
for the completion of the Agreement and having received from the
Company:

    * a one-time cash payment of $2.5 million,

    * a $300,000 promissory note from the Company in favor of
      Frost Bank, and

    * 500,000 shares of Charys Series C preferred stock.

The note bears interest at 12%, with accrued interest and
principal due on Aug. 28, 2006.

Upon completion of the transaction with Frost Bank, the Company
recorded the cancellation of the remaining $2.05 million balance
of the Frost Bank credit obligation.  The Company also recorded
debt and costs associated with the debt retirement, including the
$300,000 promissory note, a fair value of $110,000 for the
preferred stock issued and $43,645 in expenses associated with the
retirement transaction, resulting in a net gain on the term loan
retirement of $1.6 million for the three months ended July 31,
2005.

In addition to the debt retirement consideration, the Company
executed a $100,000 promissory note in favor of Frost Bank for
unpaid interest and legal fees. The note bears interest at 12%,
with accrued interest and principal due on Jan. 27, 2006.

                    Going Concern Doubt

The independent auditors' report on the Company's financial
statement for the year ended Apr. 30, 2005, stated that the
Company's recurring losses raise substantial doubt about the
ability of the Company to continue as a going concern.  The
Company's revenues are currently insufficient to cover its
operating costs and expenses.  To the extent its revenue shortfall
exceeds its expectations more rapidly than anticipated, the
Company will be required to raise additional capital from outside
investors or bank or mezzanine lenders.

Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. --
http://www.charys.com/-- is a publicly traded company focusing on
the fragmented and underserved segment referred to as the
Integrated Infrastructure Services segment.  This segment varies
widely in scope, but is fundamentally focused on upgrading the
underpinning, infrastructure, and back office operations of the
telecommunication, cable, electric, and Internet industries
serving consumers, businesses and government entities.  Charys'
principal strategy is to acquire, through mergers and
acquisitions, companies that support this underserved segment.


CITICORP MORTGAGE: Fitch Puts B Rating on $602K Class B-5 Certs.
----------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s, REMIC pass-through
certificates, series 2005-6:

     -- $391,829,859 classes IA-1 through IA-10, IIA-1, and A-PO
        certificates (senior certificates) 'AAA';

     -- $5,025,000 class B-1 'AA';

     -- $2,009,000 class B-2 'A'

     -- $1,206,000 class B-3 'BBB';

     -- $603,000 class B-4 'BB';

     -- $602,000 class B-5 'B'.

The $603,666 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by the 1.25% class B-1, the 0.50% class B-
2, the 0.30% class B-3, the 0.15% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

The mortgage loans have been divided into two pools of mortgage
loans.  Pool I, with an unpaid aggregate principal balance of
$334,784,433, consists of 598 recently originated, 23-30 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (30.77%)
and New York (24.02%).  The weighted average current loan to value
ratio of the mortgage loans is 65.44%.  Condo properties account
for 5.61% of the total pool, and co-ops account for 8.49%.  Cash-
out refinance loans represent 23.29% of the pool, and there are no
investor properties.  The average balance of the mortgage loans in
the pool is approximately $559,840.  The weighted average coupon
of the loans is 5.872%, and the weighted average remaining term is
359 months.

Pool II, with an unpaid aggregate principal balance of
$67,094,092, consists of 116 recently originated, 15-year fixed-
rate mortgage loans secured by one- to four-family residential
properties located primarily in California (25.51%) and New York
(17.88%).  The weighted average current loan to value ratio of the
mortgage loans is 56.40%.  Condo properties account for 11.78% of
the total pool and co-ops account for 4.36%.  Cash-out refinance
loans and investor properties represent 43.92% and 0.29% of the
pool, respectively.  The average balance of the mortgage loans in
the pool is approximately $578,397.  The weighted average coupon
of the loans is 5.401%, and the weighted average remaining term is
179 months.

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

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COMDIAL COMMS: Completes $20 Million 363 Sale to Vertical Comms.
----------------------------------------------------------------
Vertical Communications (ASFT.OB) successfully completed its
acquisition of substantially all of the assets of Comdial
Corporation.  The terms of the deal as approved by the United
States Bankruptcy Court for the District of Delaware, required
Vertical to provide consideration to creditors and assume
liabilities of approximately $20 million.  Vertical financed the
acquisition through a combination of up to $9 million in lender
financing and the proceeds from an approximate $12.9 million
private issuance of the company's common stock, both completed
simultaneously with the Comdial acquisition.

"We're delighted to have completed the Comdial acquisition, and
look forward to welcoming the Comdial employees and dealers to the
Vertical team," said Bill Tauscher, Chairman and CEO of Vertical
Communications.  "With the addition of the Comdial products,
channel and talent, Vertical is even better positioned to
accelerate our vision of helping customers transform phone systems
and voice applications from expense items to business intelligence
weapons that help organizations deliver exceptional customer
service, dramatically reduce communications costs and
significantly improve the operational efficiency of their
businesses."

The combination of Vertical and Comdial has created a significant
player in the phone systems and voice applications marketplace,
with the momentum to make a greater impact on the IP telephony
space.  The combined company has shipped more than 400,000
traditional and IP-PBX phone systems, and now features more than
270 employees in five principal locations in the United States and
EMEA, and an active channel of more than 1,100 value-added
resellers, distributors and systems integrators worldwide.

Vertical Communications, Inc. -- http://www.vertical.com/-- is a
leading provider of next-generation IP-based voice and data
communications systems for business.  Vertical combines voice and
data technologies with business process understanding to deliver
integrated IP-PBX and application solutions that enhance customer
service and business productivity.  Vertical's customers are
leading companies of all sizes - from small to large and
distributed - and include CVS/pharmacy, Household International
and Apria Healthcare.  Vertical is headquartered in Cambridge,
Mass. and delivers its solutions through a worldwide network of
systems integrators, resellers and distributors.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, 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
total assets of $30,379,000 and total debts of $35,420,000.


CONMED CORP: Registers $150M Convertible Sr. Sub. Notes for Resale
------------------------------------------------------------------
Conmed Corp. filed a Registration Statement with the Securities
and Exchange Commission to allow the resale of $150 million of
2.50% Convertible Senior Subordinated Notes Due 2024.

The Company originally issued the notes on Nov. 10, 2004, in a
private placement transaction to:

         * UBS Securities LLC,
         * Banc of America Securities LLC,
         * Citigroup Global Markets Inc., and
         * J.P. Morgan Securities Inc.

The notes were resold by the initial purchasers to qualified
institutional buyers within the meaning of Rule 144A under the
Securities Act in transactions exempt from registration under the
Securities Act.  The notes and the shares of common stock issuable
upon the conversion of the notes that may be offered pursuant to
this prospectus are being offered by the selling securityholders,
which includes their transferees, distributees, pledgees or donees
or their successors.

The Selling Security Holders include:

   Selling Security Holders                              Notes
   ------------------------                              -----
   Fore Convertible Master Fund                    $17,000,000
   Quattro Fund Ltd.                                10,050,000
   Man Mac I Limited                                10,000,000
   CIBC World Markets                                9,750,000
   UBS Securities LLC                                8,565,000
   Akela Capital Master Fund, Ltd.                   7,000,000
   Zazove Convertible Arbitrage Fund, L.P.           6,700,000
   CALAMOS Convertible Fund - Investment Trust       6,200,000
   Fore Multi Strategy Master Fund                   6,000,000
   Vicis Capital Master Fund                         6,000,000

A full list of the Selling Security Holders are available for free
at http://ResearchArchives.com/t/s?1fa

                            The Notes

The notes bear interest at a rate of 2.50% per annum, payable
semi-annually in arrears on May 15 and November 15 of each year,
beginning on May 15, 2005, to holders of record at the close of
business on the preceding May 1 and November 1.

The Notes bear contingent interest, commencing with the six-month
period beginning Nov. 15, 2011, if the average trading price of
the notes exceeds 120% of the principal amount of the note.

The Notes are the Company's unsecured indebtedness and are
subordinated in right of payment to its senior indebtedness and
effectively subordinated to all liabilities and obligations of its
subsidiaries.

The Notes are redeemable, in whole or in part, by the Company at
any time on or after Nov. 15, 2011, at a redemption price in cash
equal to 100% of the principal amount of the notes.

The Notes are subject to purchase by the Company at the option of
the holder on each of Nov. 15, 2011, 2014 and 2019, at a purchase
price in cash equal to 100% of the principal amount of the notes
to be purchased, plus accrued and unpaid interest.

The Notes mature on November 15, 2024.

The Notes are convertible into cash and, if applicable, shares of
our common stock based on an initial conversion rate of 26.1849
shares per $1,000 principal amount of notes (which represents an
initial conversion price of approximately $38.19 per share) under
certain conditions.

The Company's shares of common stock trade at NASDAQ National
Market under the symbol "CNMD."  The Company's shares trade
between $27.60 and $30.25 this month.

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

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

CONMED CORP. is a medical technology company with an emphasis on
surgical devices and equipment for minimally invasive procedures
and monitoring.  The Company's products serve the clinical areas
of arthroscopy, powered surgical instruments, electrosurgery,
cardiac monitoring disposables, endosurgery and endoscopic
technologies.  They are used by surgeons and physicians in a
variety of specialties including orthopedics, general surgery,
gynecology, neurosurgery, and gastroenterology.  Headquartered in
Utica, New York, the Company's 2,800 employees distribute its
products worldwide from eleven manufacturing locations.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a rating of B2 for ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024.  Moody's also affirmed ConMed's existing ratings.  The
ratings outlook remains stable.

Moody's took these rating actions:

     (i) Assign a B2 rating on ConMed's $150 million senior
         subordinated convertible notes, due 2024

    (ii) Affirm the Ba3 rating on ConMed's $240 million guaranteed
         senior secured credit facility consisting of a
         $100 million revolving credit facility, due 2007, and a
         $140 million Term Loan B, due in 2009;

   (iii) Affirm ConMed's Senior Implied Rating of Ba3;

    (iv) Affirm ConMed's Senior Unsecured (non-guaranteed
         exposure) Issuer Rating of B1; and

     (v) Affirm a stable ratings outlook.

The ratings reflect steady and consistent internal revenue growth,
increasing operating cash flow, and a stable level of capital
expenditures required to support its business plan.  Despite
increased debt associated with the recent $80 million acquisition
of the Endoscopic Product Line from C. R. Bard and a higher debt
to capitalization ratio of 42%, ConMed's credit metrics have
improved.  By the end of the 2004, the ratio of earnings before
interest and taxes to interest is projected to expand to over
7.5 times and the ratio of adjusted free cash flow to adjusted
debt should improve to approximately 18%.


CONSTELLATION BRANDS: Offers to Buy Vincor Stock for $1.2 Billion
-----------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), has made a
proposal to the Board of Directors of Vincor International Inc.
(TSX: VN) of Mississauga, Ontario offering to purchase all of the
outstanding common shares of Vincor for C$31.00 (US$26.45) per
share in cash in a negotiated transaction.  Constellation's
proposal represents a premium of approximately 39% over Vincor's
closing share price on Sept. 8, 2005, the day before Constellation
first submitted its proposal.

The transaction is valued at approximately C$1.4 (US$1.2) billion,
which includes approximately C$1.1 (US$0.9) billion of equity and
the assumption of approximately C$305 (US$260) million of Vincor's
net debt as disclosed in the company's latest public filing dated
June 30, 2005.

"We are disappointed that the Vincor Board has refused to engage
in meaningful discussions with Constellation regarding our premium
proposal.  This transaction is a unique opportunity for Vincor and
its shareholders to receive a significant cash premium for their
shares despite the very difficult operating conditions Vincor
faces in markets such as the U.S., the U.K. and Australia where it
lacks scale," said Constellation Brands Chairman and Chief
Executive Officer Richard Sands.  "Acceptance of our proposal by
the Vincor Board would provide Vincor's shareholders with an
immediate cash premium far greater than we believe the company can
deliver on its own, given today's increasingly competitive and
consolidating global wine industry."

"Our proposal is based on publicly available information about
Vincor; however, should discussions with Vincor demonstrate that
additional value is warranted, Constellation would be willing to
offer a higher price.  This initiative is a high priority for us,
and we are committed to making this combination a reality.  We are
prepared to begin substantive discussions with Vincor immediately
to negotiate a mutually acceptable transaction based on our
all-cash premium proposal.  Given the significant benefits and the
opportunities created by this combination for both companies, we
are confident that Vincor's shareholders will find our proposal
very attractive and enthusiastically support it," Sands said.

"Constellation has a proven record of working successfully with
management of acquired companies.  We respect the talent and
experience of Vincor's management team, led by Donald Triggs, and
its success in making Vincor the preeminent Canadian wine
company," stated Sands.  "It is our desire, and in our best
interests, to retain top talent and we believe there will be
increased opportunities for Vincor employees as part of our
larger, global organization.  We appreciate Vincor's strong
Canadian heritage and its commitment to the communities in which
it operates," he concluded.

Constellation noted that its Board of Directors unanimously
supports this proposal.  Constellation's proposal is not
conditional on financing and would be subject to customary closing
conditions.  Constellation has received commitments for an all-
debt financing that would be sufficient to consummate the
transaction.

Vincor has wineries throughout Canada in British Columbia,
Ontario, Quebec and New Brunswick.  In addition, Vincor has small
operations in the U.S., Western Australia and New Zealand, and is
an importer, marketer and distributor in the U.K. Vincor's premium
brands include Inniskillin, Jackson-Triggs, R.H. Phillips, Toasted
Head, Hogue, Goundrey, Amberley, Sumac Ridge, Hawthorne Mountain,
Kim Crawford, Kumala, Ancient Coast and Sawmill Creek.  Vincor's
popular priced wines include Entre-Lacs, L'Ambiance, Sola Nero and
Notre Vin Maison.

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on alcoholic beverage producer
and distributor Constellation Brands Inc.

At the same time, ratings were removed from CreditWatch where they
were placed with negative implications on April 28, 2005.  The
CreditWatch listings followed the company's confirmation that it
was part of a consortium considering a potential takeover of
Allied Domecq PLC (BBB+/Watch Neg/A-2).  The ratings affirmation
and removal from CreditWatch follows Constellation's recent
announcement that it is no longer planning to pursue an offer for
Allied Domecq.

S&P said the outlook is negative.  At Feb. 28, 2005, Fairport,
New York-based Constellation had about $3.29 billion of total debt
outstanding.


DELTA AIR: Taps Stroock & Stroock as Conflicts Counsel
------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates ask permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Stroock & Stroock & Lavan LLP as counsel with respect to
conflict and other designated matters for which Davis, Polk &
Wardwell and Debevoise & Plimpton LLP cannot represent the Debtors
because of a conflict.

Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that they have selected
Stroock because of its longstanding representations of the Debtors
in creditors rights and financial restructuring matters, and
because of its extensive experience in Chapter 11 reorganization
cases and other debt restructuring proceedings.

Stroock's rates at present are:

             Professional                       Hourly Rate
             ------------                       -----------
             Partners                           $550 to $950
             Associates                         $260 to $595
             Special Counsel                    $260 to $595
             Paralegals                         $170 to $275
             Clerks                             $170 to $275

The attorneys who will primarily provide services to the Debtors
are:

             Partner                            Rates
             -------                            -----
             Lawrence M. Handelsman             $795
             Robin E. Keller,                   $735
             Kristopher M. Hansen               $625

             Associate                          Rates
             -------                            -----
             Sherry Millman,                    $550
             Harold Olsen                       $495
             Anna Taruschio                     $425
             James Gutierrez                    $320

Stroock will charge the Debtors for reasonable out-of-pocket
expenses incurred in connection with its representation.

Stroock, within the one-year period prior to the Petition Date,
received $426,000 from the Debtors for services rendered.

Prior to the Petition Date, Stroock received $300,000 in retainer
payments for services to be rendered and for expenses to be
incurred in connection with the Debtors' Chapter 11 Cases.
Stroock will hold the unused portion of the retainer for
postpetition services and expenses.

Lawrence M. Handelsman, Esq., partner at Stroock, assures the
Court that the Firm does not hold or represent any interest that
is adverse to the Debtors' estates, and that the Firm is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code.

Mr. Handelsman discloses that, over the past 12 months, Stroock
represented these entities and their affiliates that account for
more than 1% of the Firm's revenues:

     (i) American Express Company;
    (ii) JPMorgan Chase & Co.; and
   (iii) Lehman Brothers Holdings, Inc.

                           *     *     *

The Court approves the Application on an interim basis.  Timely
filed objections to the Application will be considered at the
hearing on Oct. 6, 2005.

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 AIR: Brings-In Giuliani Capital as Restructuring Advisor
--------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to employ Giuliani Capital Advisors LLC as their
restructuring advisors.

Formerly known as Ernst & Young Corporate Finance LLC, Giuliani
Capital has been providing restructuring advisory services to the
Debtors since July 2004.  Since its initial retention, Giuliani
Capital has acquired considerable knowledge of the Debtors'
business and financial affairs.

Giuliani Capital's expertise in providing restructuring advisory
services is widely recognized, and the firm regularly provides
those services to large and complex business entities, both in and
out of bankruptcy proceedings.

Giuliani Capital is an affiliate of Giuliani Partners LLC.
Giuliani Partners is a privately owned advisory firm founded in
2002 by Rudolph Giuliani, the former mayor of New York City and is
headquartered in New York City.

Pursuant to a Professional Services Agreement, dated Sept. 13,
2005, Giuliani Capital agrees to:

     (1) advise and assist the Debtors' management with respect to
         the restructuring of the Debtors, including the
         development of information and analyses which may be
         required by the Debtors' legal counsel, the Bankruptcy
         Court, or other parties-in-interest;

     (2) advise and assist the Debtors' management with the
         interface with constituencies and their respective
         advisors throughout the bankruptcy process and attend
         meetings and participate in calls with the
         constituencies;

     (3) advise and assist the Debtors' management in cash flow
         and liquidity forecasting and reporting;

     (4) advise the Debtors' management on its development of the
         Debtors' financial projections.  The financial
         projections, including business plans, strategic content,
         specific action plans and related assumptions will be the
         responsibility of and be prepared by the Debtors'
         management; and

     (5) provide other services as may be requested in writing
         from time to time by the Debtors or its counsel, and
         agreed to by Giuliani Capital, and approved by Bankruptcy
         Court if appropriate.

Upon execution of the Agreement, Delta Air Lines, Inc., agrees to
pay Giuliani Capital $200,000, and commencing on the first
business day of each calendar month thereafter, a $400,000
advisory fee.

Upon the termination of the Engagement, a prorated portion of the
Monthly Advisory Fee will be returned by Giuliani Capital to Delta
to adjust for any partial month period in the month of
termination.

The Debtors will reimburse Giuliani Capital for reasonable out-
of-pocket expenses incurred in connection with its activities
under the Engagement.

The Debtors and Giuliani Capital agree to indemnify each other for
claims and damages.

For the past 12 months, the firm received $2,369,768 as
compensation and reimbursement of expenses for services rendered
during that period.

David S. Miller, managing director of Giuliani Capital, tells the
Court that neither the firm nor Giuliani Partners was a creditor
of the Debtors as of the Petition Date.  After performing
conflicts checks, the Firms have determined that they have
transacted with parties-in-interest in matters unrelated to the
Debtors.  These entities each contributed at least 1% of the
Firms' revenues for 2004:

       -- Avianca,
       -- Bank of America,
       -- Congress Financial,
       -- Deutsche Bank AG,
       -- Fleet Bank,
       -- General Electric,
       -- U.S. Bank, and
       -- Wachovia Bank.

Mr. Miller also discloses that, because Giuliani Capital and
Giuliani Partners have numerous professional employees, it is
possible that certain employees of the Firms have business
associations with parties-in-interest in the Debtors' Chapter 11
cases or hold interests in mutual funds or other investment
vehicles that may own securities of the Debtors and their
affiliates.  However, no Giuliani Capital Engagement Managing
Directors or his or her immediate family member, or partner of
Giuliani Partners, owns Delta stock, are separately employed by,
or are otherwise a creditor of, the Debtors.

Moreover, certain partners in Giuliani Partners are partners in
the law firm of Bracewell & Giuliani, formerly known as Bracewell
& Patterson.  While clients of Bracewell & Giuliani could be
creditors of the Debtors or otherwise parties-in-interest,
Bracewell & Giuliani does not currently represent those clients in
the Debtors' Chapter 11 cases.

Giuliani Capital is a disinterested person within the meaning of
Section 101(14), as modified by Section 1107(b) of the Bankruptcy
Code, Mr. Miller asserts.

                           *     *     *

Judge Beatty approves the Application on an interim basis.

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)


DOANE PET: Adopts Cost Saving Initiatives & Adjusts Q3 Guidance
---------------------------------------------------------------
Doane Pet Care Company disclosed several cost savings initiatives
to reduce its cost structure and to increase operating
efficiencies.  The Company also provided sales and Adjusted EBITDA
guidance for the fiscal 2005 third quarter.

The Company said that these initiatives include the closure of its
95,000 square foot Hillburn, N.Y., biscuit plant and its 55,000
square foot Delavan, Wisconsin, semi-moist plant, as well as the
permanent shutdown of its dry dog and cat food production lines at
its Portland, Indiana plant.  Biscuit production will still
continue at the Portland plant.  These initiatives were based upon
a number of factors including manufacturing and supply chain
costs, as well as the Company's ongoing efforts to optimize
operating efficiencies.

                     Workforce Reduction

The Company expects these initiatives to be completed during the
fiscal 2005 fourth quarter.  The Company does not anticipate any
disruption in service to customers currently being served by these
facilities.  These actions will result in a workforce reduction of
91 manufacturing employees.  The Company also reported that it
will reduce its U.S. corporate salaried workforce by approximately
7%.

In addition, as part of an ongoing strategy to focus on
manufactured products, the Company says it will discontinue
providing distribution services for its non-manufactured products
in the U.S., which is expected to reduce annualized revenues by
approximately $50 million.  However, this action will allow for
more efficient distribution of the Company's manufactured products
and an increased focus on higher margin, value-added business such
that the Company expects the impact on Adjusted EBITDA will not be
material.  This transition would be completed by the end of the
first quarter in 2006.

In connection with these initiatives, the Company said that it
expects to incur non-cash asset impairment charges of
approximately $5.2 million in the 2005 third quarter.  In
addition, the Company expects to incur severance and other cash
restructuring charges of approximately $2.7 million, of which
approximately $2.3 million will be recorded in the third quarter
of 2005.  The Company said it expects annualized savings of
between $2.5 million and $3 million and also expects to receive
cash proceeds of approximately $2.5 million from the eventual sale
of the closed facilities.

"These initiatives are consistent with our ongoing efforts to
reduce operating and administrative costs and optimize
manufacturing performance," said Doug Cahill, the Company's
President and CEO.  "We will continue to closely monitor business
conditions, operating costs, future customer requirements and
ongoing production capacity to ensure that we exceed our
customers' expectations while remaining competitive in our
industry."

                     Third Quarter 2005
               Business Update and Guidance

Based on its current business outlook, Doane expects to report
2005 third quarter net sales in the range of approximately
$220 million to $230 million and Adjusted EBITDA in the range of
approximately $18.5 million to $20.5 million.  For the 2004 third
quarter, Doane recorded sales of $251 million and Adjusted EBITDA
of $17.1 million.  The Company expects to release 2005 third
quarter results in mid November.

Doane Pet Care Company -- http://www.doanepetcare.com/-- based in
Brentwood, Tennessee, is the largest manufacturer of private label
pet food and the second largest manufacturer of dry pet food
overall in the United States. The Company sells to approximately
550 customers around the world and serves many of the top pet food
retailers in the United States, Europe and Japan.  The Company
offers its customers a full range of pet food products for both
dogs and cats, including dry, semi-moist, soft-dry, wet, treats
and dog biscuits.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Moody's Investors Service placed the ratings of Doane Pet Care
Company and Doane Products Company under review for possible
upgrade.  This follows Doane's announcement that it has entered
into a definitive agreement in which its parent company -- Doane
Pet Care Enterprises, Inc., will be acquired by Teachers' Private
Capital for $840 million.  Doane has stated that as part of the
transactions, Teachers will make a substantial equity investment
into Doane, allowing it to retire all of its outstanding preferred
stock and reduce the amount of funded debt on its balance sheet.

As reported in the Troubled Company Reporter on Aug. 31, 2005,
Standard & Poor's Ratings Services placed its ratings on private-
label pet food manufacturer, Doane Pet Care Co., on CreditWatch
with positive implications.  This includes the 'B' corporate
credit rating and other ratings on the company.

CreditWatch with positive implications means that the ratings
could be affirmed or raised following the completion of Standard &
Poor's review. T he Brentwood, Tennessee-based company's total
debt outstanding (including preferred stock) at July 2, 2005, was
about $696 million.


ELECTROPURE: Hein & Associates Raises Going Concern Doubt
---------------------------------------------------------
Hein & Associates LLP expressed substantial doubt about
Electropure, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended Oct. 31, 2004.  The auditing firm points to Electropure's
recurring losses from operations and a $29 million accumulated
deficit at Oct. 31, 2004.

At Oct. 31, 2004 Electropure reports $2.5 million in assets and
liabilities totaling $5.2 million.

                       Financial Crisis

In its Form 10KSB for the fiscal year ended Oct. 31, 2004
submitted with the Securities and Exchange Commission on Sept. 26,
2005, Electropure's management states that the Company is
suffering a financial crisis and does not have the financial
wherewithal to continue the research and development activities of
Micro Imaging Technology, its subsidiary.  Neither can it expand
marketing and sales efforts in order to make the Electropure EDI,
Inc., operation more profitable, or even continue to operate EDI
as a going concern for any length of time.

As a consequence of its financial situation, Electropure has taken
steps to divest itself of MIT and thus generate some working
capital and eliminate some debt.  Such an action would also
eliminate the expense of Electropure EDI operations.  The Company
believes the MIT technology may ultimately provide greater value
to the stockholders than will the continued operation of EDI.

On April 19, 2005, the Company entered into a Purchase and Sale
Agreement to sell substantially all of the assets of the EDI
subsidiary to SnowPure, LLC, a Nevada limited liability company,
formed by EDI's General Manager, Michael Snow, for the purpose of
this transaction.

As a second measure, in June 2005, the Company entered into an
agreement to sell the building currently owned by Electropure
Holdings, LLC, its wholly-owned California limited liability
company, to the George A. Boukather Trust, an unaffiliated third
party, for a total cash purchase price of $3,925,000.  The
building constitutes the Company's single largest asset.

                      Payment Default

Electropure is currently in default of its obligations to pay a
total of $720,000 in principal loans made by Anthony Frank , the
majority shareholder, which have come due through August 2005.  Of
this amount, $300,000 in principal loans, plus accrued interest,
are to be repaid with proceeds from the sale of the Company's
building.  The Company anticipates that Mr. Frank will agree to
extensions on the remaining outstanding loans.

                    About Electropure

Electropure, Inc. -- http://www.electropure-inc.com/-- conducts
its business through two wholly-owned subsidiaries, Electropure
EDI, Inc. and Micro Imaging Technology, both of which are Nevada
corporations organized in February 2000.  Electropure is also the
parent of Electropure Holdings, LLC, which is a wholly-owned
subsidiary formed specifically to purchase the building that
Electropure, Inc., currently occupies.

EDI manufactures and sells a line of patented ion permeable
membranes and proprietary water purification products that are
incorporated into water treatment systems for ultra-pure water
applications.  The Company's MIT subsidiary is a research and
development operation conducting research on the Company's
patented laser-based rapid microbe detection
system.


ENERGY & ENGINE: Losses & Deficits Fuel Going Concern Doubts
------------------------------------------------------------
Energy & Engine Technology Corporation delivered its quarterly
report on Form 10-QSB for the period ended June 30, 2005, to the
Securities and Exchange Commission on Sept. 27, 2005.

For the six months ended June 30, 2005, the Company incurred a net
loss of $2,193,976, resulting in an accumulated deficit of
$15,024,648.  At June 30, 2005, the Company also had a working
capital deficit of $186,435.

On April 27, 2005 and on May 10 and 12, 2005, the Company closed
on the initial $1,366,667 of $2,000,000 of financing with several
investors, and on June 20 and 22, 2005, closed on the balance of
the funding.  Proceeds of the financing were used to purchase
Anchor Manufacturing, Inc. and for working capital purposes.

The $950,000 purchase price for Anchor Manufacturing's business
was paid as follows:

     a) $200,000 in Common Stock (2,702,703 shares);

     b) $587,500 in cash;

     c) $25,000 in price reduction for assumption of warranty
        claims; and

     d) $137,500 in a purchase money note.

                   Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and  2003.  The auditing firm cited the Company's net loss
for 2004 of $5,849,366 and a working capital deficit of $247,533.

                    Material Weakness

Marcum & Kliegman also reported to the Company's Board of
Directors certain matters involving internal controls that the
independent auditors considered to be a reportable conditions and
a material weakness, under standards established by the American
Institute of Certified Public Accountants.  The reportable
conditions and material weaknesses relates to the December 31,
2004 financial close process and absence of appropriate reviews
and approvals of transactions and accounting entries.

Certain adjustments were identified in the annual audit process,
related to the recording of stock-based compensation, exercise of
warrants, asset acquisition, inventory, deferred debt and
beneficial conversion feature on convertible debentures,
amortization of deferred debt and beneficial conversion features,
conversion of convertible debentures and discontinued operations.

The adjustments related to these matters were made by the Company
in connection with the preparation of the audited financial
statements for the year ended December 31, 2004.  It was
subsequently determined that these reported conditions and
material weaknesses also existed as of June 30, 2005.  The Company
is taking steps to correct these deficiencies.

                   About Energy & Engine

headquartered in Plano, Texas, Energy & Engine Technology
Corporation (OTC:EENT) -- http://www.eent.net/-- develops and
markets auxiliary power generators for the long haul trucking
industry.  The Company's flagship product, the AXP 1000, is an
idle-reduction technology device, designed for new and retrofit
installation on semi truck tractors, that provides power
generation without requiring the operation of the truck's engine.
Powered by an EPA- approved and CARB-certified engine, the AXP
1000 maintains the truck's battery power while delivering
electricity for air conditioning, heating, and the operation of
televisions, appliances and other devices, to the sleeper cab,
thereby reducing fuel consumption, air/noise pollution and long-
term truck maintenance costs.


ENTERGY GULF: Moody's Reviews Ba3 Preferred Stock Rating
--------------------------------------------------------
Moody's Investors Service placed the debt ratings of Entergy Gulf
States, Inc. under review for possible downgrade.  Ratings under
review include:

Entergy Gulf States, Inc.:

   * Baa3 senior secured,
   * Ba1 senior unsecured, and
   * Ba3 preferred stock.

The ratings of parent Entergy Corporation are unaffected.

The review of the ratings of Entergy Gulf States reflects the
extensive damage that Hurricane Rita caused to the:

   * utility transmission system,
   * distribution system, and
   * power plants.

The extent of damage appears to be among the worst experienced by
any investor owned utility as a result of a hurricane in recent
times.  While hurricanes are an annual event in the Gulf Coast
region and most do not have a lasting credit impact or result in a
downgrade of the affected utilities, Moody's believes that Entergy
Gulf States differs from these previous cases because of the
following factors:

   1) The magnitude of the damage, with approximately 248,000
      customers (nearly half) still without power, and 288
      transmission lines and 283 substations out of service;

   2) Of 14 generating units in the hurricane affected area, only
      two are currently operating, and six remain out of service
      due to wind damage;

   3) The likelihood for substantial anticipated lost revenues due
      to protracted electric outages as a result of substantial
      transmission system damage that is not covered by insurance;

   4) Entergy Gulf States has indicated that it expects a long and
      difficult restoration process;

   5) Unlike other hurricane affected utilities in the region,
      Entergy Gulf States operates under a rate freeze in Texas
      and has had a difficult relationship with the Public
      ilities Commission of Texas, which dismissed its last
      te case;

   6) Entergy Gulf States is expected to need to significantly
      increase its funded debt to finance at least part of its
      restoration costs, increasing leverage and lowering cash
      flow coverage metrics.

The review will focus on:

   * the severity of the damage to the utility's infrastructure;

   * the speed of the restoration process;

   * the ultimate cost of recovery;

   * the availability of insurance proceeds; and

   * the ability of the utility to recover its costs in a timely
     manner through rate filings or other regulatory mechanisms in
     Texas and Louisiana.

Unlike Entergy New Orleans, which filed for bankruptcy last week,
Entergy Gulf States is expected to retain most if not all of its
customer base, providing a stronger opportunity to recover a
substantial portion of its hurricane expenses over time.  The
review will also focus on the utility's financial flexibility and
debt financing plans as it undergoes the restoration and
rebuilding process, particularly considering it has:

   * a $340 million limitation on borrowings from the
     Entergy System money pool;

   * a $200 million existing authorization for the issuance of
     additional public debt; and

   * no bank credit facilities of its own.

Entergy Gulf States, Inc. is a public utility headquartered in
Beaumont, Texas and a subsidiary of Entergy Corporation, an
integrated energy company that is headquartered in New Orleans,
Louisiana.


ENTERGY NEW ORLEANS: Gets Interim OK for $100 Mil. DIP Borrowing
----------------------------------------------------------------
Without access to fresh financing, Entergy New Orleans, Inc.,
won't have enough cash to meet its obligations to fuel and gas
suppliers.  The Company needs new financing to continue operating
its business as a going concern and to rebuild the electric and
gas infrastructure of the City of New Orleans.

Entergy Corporation, the Debtor's parent, has agreed on an
interim basis to advance up to $150 million in financing, on a
discretionary basis, to meet the Debtor's immediate liquidity
needs.

R. Patrick Vance, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in Baton Rouge, Louisiana, tells the
the U.S. Bankruptcy Court for the Eastern District of Louisiana
that the Debtor and Entergy are still discussing the extent
to which Entergy would be willing to provide additional
financing.  "It is contemplated, however, that any such
additional financing would only be made on a first priority lien
basis pursuant to a priming facility approved under [Section
364(d) of the Bankruptcy Code], and the interim financing will be
immediately repayable if a final order approving the proposed
credit facility, in form and substance satisfactory to Entergy,
is not entered."

After good faith negotiations, the Debtor and Entergy have
reached an agreement on the principal terms of the DIP Facility.

The salient terms of the DIP Financing Agreement are:

   Borrower:      Entergy New Orleans, Inc.

   Lender:        Entergy Corporation

   Facility
   Amount:        Up to $150 million on an interim basis pending
                  final approval of the DIP Facility.  Upon final
                  approval of the DIP Facility, the Facility
                  Amount will increase to $200 million;

   Purpose:       The Debtor will use borrowings under the DIP
                  Facility to fund its working capital and
                  general corporate requirements, including
                  electric and gas system restoration costs.

   Term:          Borrowings will be repaid in full, and the DIP
                  Agreement will terminate, at the earliest of:

                     (i) August 23, 2006,

                    (ii) November 10, 2005, if a Final Order
                         satisfactory to Entergy will not have
                         been entered on or prior to that date,

                   (iii) the acceleration of the loans and the
                         termination of the DIP Agreement in
                         accordance with its terms,

                    (iv) the date of the closing of a sale of all
                         or substantially all of the Debtor's
                         assets pursuant to section 363 of the
                         Bankruptcy Code or a confirmed plan of
                         reorganization, and

                     (v) the effective date of a plan of
                         reorganization in the Debtor's chapter
                         11 case.

   Security:      All borrowings by the Debtor under the DIP
                  Facility will at all times, subject to the
                  Carve-Out:

                     (i) pursuant to section 364(c)(1) of the
                         Bankruptcy Code, be entitled to
                         superpriority administrative claim
                         status;

                    (ii) pursuant to section 364(c)(2) of the
                         Bankruptcy Code, be secured by a
                         perfected first priority lien on all
                         Unencumbered Collateral;

                   (iii) pursuant to section 364(c)(3) of the
                         Bankruptcy Code, be secured by a
                         perfected junior lien on all property of
                         the Debtor subject to perfected and non-
                         avoidable liens as of the Petition Date;
                         and

                    (iv) pursuant to section 364(d)(1) of the
                         Bankruptcy Code, be secured by a
                         perfected first priority, senior priming
                         lien on all property of the Debtor that
                         is subject to valid, perfected and non-
                         avoidable liens in existence on the
                         Petition Date;

                  provided, however, that the superpriority liens
                  granted to Entergy pursuant to section
                  364(d)(1) of the Bankruptcy Code will not be
                  effective unless and until the Final Order is
                  entered, in which case those priming liens will
                  be deemed to have been effective nunc pro tunc
                  to the Petition Date;

   Carve-Out
   for Fees &
   Expenses of
   Retained
   Professionals: The superpriority claims and postpetition liens
                  in favor of Entergy, including the DIP Liens,
                  will be subject to:

                     (i) in the event of the occurrence and
                         during the continuance of an Event of
                         Default, the payment of allowed and
                         unpaid professional fees and
                         disbursements incurred by the Debtor and
                         any statutory committee appointed in
                         the Debtor's chapter 11 case in an
                         aggregate amount not to exceed $500,000,
                         and

                    (ii) the payment of all statutory fees
                         incurred pursuant to Section 1930 of the
                         Judiciary Code.

   Interest Rate: Cost of Funds Rate, which currently is
                  approximately 4.6% per annum; provided,
                  however, that no interest shall accrue under
                  the DIP Facility prior to receipt of necessary
                  approvals from the Securities and Exchange
                  Commission, at which time each outstanding loan
                  will be deemed to have accrued interest at the
                  rate nunc pro tunc to the date the loan was
                  made.

   Events of
   Default:       * Failure to make payment of any installment of
                    principal or interest when due and payable;

                  * The occurrence of any Change of Control;

                  * Failure of Entergy to receive, on or prior to
                    November 30, 2005, approval from the
                    Securities and Exchange Commission regarding
                    the charging of interest under the DIP
                    Facility or, in connection with entry of the
                    Final Order, the full amount of the proposed
                    DIP Facility and the priming lien;

                  * Failure by either the Debtor or Entergy to
                    receive other necessary governmental
                    approvals and consents;

                  * The occurrence of an event having a
                    materially adverse effect on the Debtor or
                    its prospects; and

                  * Customary bankruptcy-related defaults,
                    including, without limitation, appointment of
                    a trustee, "responsible person," or examiner
                    with expanded powers, conversion of the
                    Debtor's chapter 11 case to a case under
                    chapter 7 of the Bankruptcy Code, and the
                    Interim Order or the Final Order being stayed
                    or modified or ceasing to be in full force
                    and effect.

   Expenses:      The Debtor agrees to pay all out-of-pocket
                  expenses (including the reasonable fees and
                  expenses of counsel) incurred by Entergy in
                  connection with the preparation of the DIP
                  Agreement and all related documents, and the
                  enforcement of any provision of the DIP
                  Agreement.

Moreover, he adds, the Debtor does not believe that any
commercial lender would extend credit on an unsecured basis, or
even on a basis that is pari passu with the Mortgage Liens or
with the Hibernian Lien, to a borrower in the Debtor's situation.

Given the impact of Hurricane Katrina on the Debtor's existing
plant and property, the Debtor believes that the interests of its
current first mortgage bondholders and other prepetition secured
creditors are adequately protected, because the proposed
expenditures will preserve and enhance the value of the Debtor's
assets, which otherwise could have little value, Mr. Vance says.
"That being said, however, the Debtor is not seeking at this time
to impose a priming lien with respect to the $150 million loan."

A full-text copy of the Debtor's DIP Agreement is available for
free at http://ResearchArchives.com/t/s?205

The Lender is represented by:

   * J. Ronald Trost, Esq., at Cronin & Vris, LLP, in New York

   * Shalom L. Kohn, Esq., at Sidley Austin Brown & Wood LLP, in
     Chicago, Illinois; and

   * David S. Rubin, Esq., at Kantrow Spaht Weaver and Blitzer
     (APLC), Baton Rouge, Louisiana

                          *     *     *

The Honorable Jerry A. Brown, at a hearing on Sept. 28, 2005, in
Baton Rouge, authorized the Debtor on an interim basis to borrow
up to $100,000,000.

Judge Brown emphasized that his interim approval does not
constitute a priming or pari passu lien on any property otherwise
subject to a valid, enforceable prepetition security interest or
a determination of what constitutes Unencumbered Property or
property of the estate.

A full-text copy of the Interim DIP Financing Order is available
for free at http://ResearchArchives.com/t/s?204

Judge Brown will convene a Final DIP Financing Hearing on
Dec. 7, 2005, at 2:00 p.m.

Objections, if any, must be filed and served on:

   (a) Attorneys for the Debtor

       Jones Walker
       Four United Plaza
       8555 United Plaza Boulevard
       Baton Rouge, Louisiana 70809
       Attn: R. Patrick Vance, Esq.

   (b) Attorneys for Entergy Corporation

       Cronin & Vris LLP
       380 Madison Avenue
       New York, New York 10017
       Attn: J. Ronald Trost, Esq.

       Sidley Austin Brown & Wood
       10 South Dearborn
       Chicago, Illinois 60603
       Attn: Shalom L. Kohn, Esq., and

       Kantrow Spaht Weaver and Blitzer (APLC)
       P.O. Box 2997
       Baton Rouge, Louisiana 70821-2997
       Attn: David S. Rubin, Esq.

   (c) The Office of the United States Trustee
       for the Eastern District of Louisiana

so they are Received no later than Nov. 29, 2005.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Gets Interim Order to Use Cash Collateral
--------------------------------------------------------------
Before filing for bankruptcy protection, Entergy New Orleans,
Inc., issued six series of first priority mortgage bonds in the
aggregate principal amount of $230 million, ranging in maturity
dates from August 2008 to September 2029.

The Mortgage Bonds are secured by first priority liens on certain
property of the Debtor pursuant to a Mortgage and Deed of Trust
dated as of May 1, 1987 by and among the Debtor, The Bank of New
York (successor to Harris Trust Company of New York and Bank of
Montreal Trust Company) as Trustee and Stephen J. Giurlando
(successor to Mark F. McLaughlin and Z. George Klodnicki) as Co-
Trustee.

The Mortgage Collateral largely consists of utility plant and
equipment, but it does not include the Debtor's cash, accounts
receivable, personal property, mineral rights, general
intangibles, and all products or materials generated by the
Debtor in the ordinary course of business, including electric
power and gas.

In addition to the Mortgage Bonds, the Debtor has traditionally
had two other sources of financing to meet its short-term
liquidity needs:

   (i) a fully-drawn $15 million, 364-day secured credit facility
       with Hibernia National Bank dated June 6, 2005, and

  (ii) borrowings from Entergy's intercompany money pool,
       pursuant to which the Debtor had authority to borrow
       certain amounts from Entergy and certain affiliates.

According to Daniel F. Packer, ENOI President and Chief Executive
Officer, unless authorized to use their prepetition lenders' cash
collateral, the Debtor will not have enough cash to:

   -- repair and rebuild its business and operations in the wake
      of Hurricane Katrina,

   -- continue operating its business,

   -- maintain business relationships with vendors, suppliers and
      customers,

   -- make payroll, and

   -- satisfy other working capital and operational needs.

Mr. Packer informs the U.S. Bankruptcy Court for the Eastern
District of Louisiana that the Debtor and Entergy Corporation have
reached an agreement for fresh financing to further address ENOI's
liquidity problems.

At present, the Debtor does not anticipate requiring the use of
any cash collateral subject to the Mortgage Lien, but it does
expect to utilize cash collateral subject to the Hibernia Lien,
in the form of collections on prepetition receivables which were
pledged to Hibernia.

The Debtor proposes that Hibernia be granted a replacement lien
on the Debtor's postpetition receivables to the extent of the
cash collateral so used, which replacement lien will have the
same validity and priority as the Hibernia Lien as of the
Petition Date.

With respect to cash collateral that may be covered by the
Mortgage Lien, the Debtor believes that that cash collateral
would represent insurance proceeds related to assets that were
destroyed or damaged by the hurricane, and would appropriately be
used to either finance rebuilding efforts or to reimburse
Entergy, in connection with the grant of priming lien, for
advances Entergy made for purposes of rebuilding.

                          *     *     *

At the hearing on Sept. 28, 2005, in Baton Rouge, the Court
authorized the Debtor to use all Cash Collateral, if any, of
Hibernia; provided that Hibernia is granted adequate protection.
Specifically, Hibernia is granted a replacement lien in
postpetition receivables to secure an amount equal to the amount
of Cash Collateral used.

The Court directs Hibernia to make a series of book entries that
will result in the transfer of funds so that the Hibernia Payment
Processing Account will have an immediate balance of $15,057,050.
The Hibernia Payment Processing Account will remain frozen and
subject to all parties' rights pending the submission and
determination of a motion establishing cash management
procedures.

The Court will convene a Final Hearing on December 7, 2005, at
2:00 p.m.  Objections must be filed and served by November 29,
2005, at 5:00 p.m. prevailing Eastern time.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE TECH: Closes Senior Secured & Convertible Debt Offerings
--------------------------------------------------------------
As previously reported, Exide Technologies issued $60 million of
Floating Rate Convertible Senior Subordinated Notes due 2013 to
initial purchasers in a private placement on March 18, 2005.

Exide Technologies' initial purchasers resold the notes in
transactions exempt from the registration requirements of the
Securities Act to qualified institutional buyers within the
meaning of Rule 144A of the Securities Act.

According to Gordon A. Ulsh, Exide's President and Chief
Executive Officer, selling securityholders, including their
transferees, pledges or donees or their successors, may from time
to time offer and sell any or all of the notes and common stock
into which the notes are convertible.  Mr. Ulsh relates that as
of Sept. 12, 2005, the Company had $24,522,760 shares of
common stock outstanding.

The selling securityholders are:

                                                       Common
             Principal                                 Stock
             Amount of                  Common         Owned after
Selling     Notes         Percentage   Stock          Completion
Security    Beneficially  of Notes     Owned Prior    of the
-holder     Owned         Outstanding  to Conversion  Offering
--------    ------------  -----------  -------------  -----------
Acuity
Master
Fund, Ltd.       500,000     Less 1%          -            28,785

Axis RDO
Limited          436,000     Less 1%        69,627         94,727

BNP
Paribas
Equity
Strategies,
SNC            1,402,000       2.33%         1,105         81,818

CooperNeff
Convertible
Strategies
(Cayman)
Master Fund,
LP               501,000     Less 1%          -            28,842

CRT
Capital
Group LLC      3,250,000        5.4%          -           187,104

DBAG London    3,750,000       6.25%          -           215,889

Deutsche
Bank
Securities
Inc.           4,000,000       6.66%          -           230,282

Distressed
Recovery
Fund Ltd.        255,000     Less 1%        74,160         88,840

Fidelity
Puritan
Trust:
Fidelity
Balanced
Fund             990,000       1.65%          -            56,994

Fidelity
Management
Trust
Company
on behalf
of accounts
managed
by it             10,000     Less 1%          -               575

Grace
Convertible
Arbitrage
Fund, Ltd.     2,500,000       4.16%          -           143,926

HFR DS
Master
Trust
Performance      689,000       1.14%       112,753        152,419

Lyxor/
Convertible
Arbitrage
Fund
Limited          200,000     Less 1%          -            11,514

Lyxor/
Mellon
Rediscovered
Opportunities
Fund             507,000     Less 1%        84,791        113,979

Mellon HBV
Capital
Partners LP      154,000     Less 1%        61,708         70,573

Mellon HBV
Master Global
Event Driven
Fund LP        3,097,000       5.16%       754,267        932,562

Mellon HBV
Master
Rediscovered
Opp. Fund LP   2,218,000       3.69%       469,941        597,632

Mellon HBV
Master US
Event
Driven
Fund LP          894,000       1.49%       253,224        304,692

PIMCO
Convertible
Fund             250,000     Less 1%          -            14,392

Singlehedge US
Convertible
Arbitrage
Fund             158,000     Less 1%          -             9,096

SOCS Ltd.      2,750,000       4.58%          -           158,318

Stanfield
Offshore
Leveraged
Assets Ltd.   22,750,000      37.91%       645,118      1,954,846

Sturgeon
Limited          239,000     Less 1%          -            13,759

Tribeca
Global
Convertible
Investments,
Ltd.           4,250,000        7.1%          -           244,674

Vicis
Capital
Master
Fund           2,000,000       3.33%          -           115,141

Waterstone
Market
Neutral
MAG51, Ltd.       68,000     Less 1%          -             3,914

Waterstone
Market
Neutral
Master
Fund, Ltd.       932,000       1.55%          -            53,655

Others             1,250       2.08%          -            71,963

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

                         *     *     *

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

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


EXIDE TECH: Names Kevin McMahon as Audit Vice President
-------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) disclosed the appointment of
Kevin McMahon as Vice President-Audit, effective immediately.
Mr. McMahon succeeds Steve Ellis, who elected not to relocate from
Lawrenceville, New Jersey.

"I am pleased to welcome Kevin to Exide," said J. Timothy Gargaro,
Executive Vice President and Chief Financial Officer.  "Kevin
brings a wealth of both financial and operational auditing in his
background to our Company, and has hands-on experience developing
internal accounting compliance procedures, including Sarbanes-
Oxley 404 testing, for a multinational company."

Prior to joining Exide, Mr. McMahon most recently was Chief
Internal Auditor at Novelis Inc., an aluminum rolling and
recycling company that was formed as a spin-off from Alcan.
Earlier, he served as Vice President Internal Audit Services at
HCA Inc. and a Manager of Assurance and Advisory Services at
Ernst & Young LLP.

Mr. McMahon is a Certified Internal Auditor and holds a bachelor's
degree in accounting from the State University of New York and an
MBA from Palm Beach Atlantic University.

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

                         *     *     *

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

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


FOAMEX INT'L: Court Enters Order to Say Automatic Stay is Real
--------------------------------------------------------------
By operation of Section 362 of the U.S. Bankruptcy Code, the
commencement of Foamex International Inc., and its debtor-
affiliates' bankruptcy cases gave rise to an automatic stay
enjoining all persons and all governmental units from, among other
things:

    (a) commencing any proceeding against the Debtors that could
        have been commenced before the cases were commenced, or
        recovering upon a claim against any of the Debtors that
        arose before the commencement of the Debtors' chapter 11
        case; and

    (b) taking any action to collect, assess or recover a claim
        against any of the Debtors that arose before the
        commencement of the Debtors' chapter 11 cases.

In addition, Section 525 prohibits and enjoins all governmental
units from, denying, revoking, suspending or refusing to renew
any license, permit, charter, franchise or other similar grant
to, or discriminate with respect to a grant against the Debtors,
solely because the Debtors:

    (a) are debtors under the Bankruptcy Code;

    (b) may have been insolvent before the commencement of the
        Chapter 11 cases; or

    (c) may be insolvent during the pendency of the Chapter 11
        cases.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, asserts that the injunctions contained in
Sections 362 and 525 are self-executing.  They constitute
fundamental debtor protections, which, in combination with other
provisions of the Bankruptcy Code, provide the Debtors with the
"breathing spell" that is essential to the Debtors' ability to
make a smooth and orderly transition into Chapter 11, Mr. Barry
explains.

However, Mr. Barry notes, not all affected parties of the
Debtors' Chapter 11 cases are aware of the Bankruptcy Code's
provisions.  Nor are all parties cognizant of their significance
and impact, he says.

Thus, the Debtors believe it is necessary to advise third parties
of the existence and effect of the provisions.  Accordingly, the
Debtors ask Judge Walsh for a declaratory order enforcing
Sections 362 and 525.

"Such an order is necessary to apprise parties affected sections
362 and 525 of the existence of these provisions and, in
particular, the protections that such provisions provide the
Debtors," Mr. Barry contends.

Mr. Barry also asserts that an order is appropriate in the
Debtors' chapter 11 cases, primarily, because the Debtors conduct
business with parties in jurisdictions around the world.  Some of
the affected parties are likely not aware of the significant and
necessary protections these sections provide to the Debtors.  In
addition, the Debtors and their property are subject to the rules
and regulations of numerous governmental authorities, including
those in foreign jurisdictions that may not be familiar with U.S.
bankruptcy law and that, absent an order, may take precipitous
action against the Debtors or their property.

"The [Debtors' request] will facilitate a smooth and orderly
transition of the Debtors into Chapter 11 and minimize the
disruption to their business, without violating either the
policies of Chapter 11 or the rules of the Court," Mr. Barry
continues.

The Debtors believe the order is necessary for a successful
reorganization because it will help to prevent parties from
attempting to seize and to liquidate their assets before the
Court has reviewed the matter fully, or from discriminating
unlawfully against the Debtors due to the Chapter 11 cases.

                      *     *     *

The U.S. Bankruptcy Court for the District of Delaware grants the
Debtors' request.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FORD CREDIT: Fitch Places BB+ Rating on $40.2 Mil Class D Certs.
----------------------------------------------------------------
Fitch Ratings assigns ratings to the Ford Credit Auto Owner
Trust 2005-C asset-backed notes:

     -- $363,000,000 class A-1 3.95063% 'F1+';
     -- $657,000,000 class A-2 4.24% 'AAA';
     -- $618,000,000 class A-3 4.30% 'AAA';
     -- $273,121,000 class A-4 4.36% 'AAA';
     -- $60,351,000 class B 4.52% 'A';
     -- $40,234,000 class C 4.72% 'BBB+';
     -- $40,234,000 class D 6.76% 'BB+'.

The ratings on the notes are based upon their respective levels of
subordination, the specified credit enhancement amount (funds in
the reserve account and overcollateralization, and the yield
supplement OC amount.  All ratings reflect the transaction's sound
legal structure, the high quality of the retail auto receivables
originated by Ford Motor Credit Company, and the strength of Ford
Credit as servicer.  Class D notes will be initially retained by
the seller.

The weighted average APR in 2005-C is 5.92%, up from 5.54% and
5.27% in 2005-B and 2005-A, respectively.  The APR increase is
representative of a higher interest rate environment, and a recent
shift in marketing strategy away from 0% financing and toward
employee discounts offered to all customers.  The percentage of
loans with APRs below 0.50% is 11.90%, noticeably lower than 2005-
B (16.02%) and 2005-A (20.22%).

As with previous deals, the 2005-C transaction incorporates a YSOC
feature to compensate for receivables with interest rates below
8.75%.  The YSOC is subtracted from the pool balance to calculate
bond balances and the first priority, second priority, and regular
principal distribution amounts, resulting in the creation of
'synthetic' excess spread.  These amounts enhance the receivables'
yield and are available to cover losses and turbo the class of
securities then entitled to receive principal payments.

As before, initial enhancement for the class A notes as a
percentage of the adjusted collateral balance (collateral balance
less YSOC) is 5.5% and consists of 5.0% subordination from the
class B notes (3.0%) and the class C notes (2.0%), and the 0.5%
initial deposit to the reserve account.  After the closing date,
the specified CE amount for all classes of notes (reserve account
and OC) is 1.0%, thereby bringing the total target class A CE to
6.0%.

Initial enhancement for the class B notes is 2.5% and consists of
the 2.0% subordination of the class C notes and the 0.5% reserve
account.  The target enhancement is 3.0% and is made up of the
subordination of the class C notes and the specified CE, as
described above.  Initial enhancement for the class C notes is
0.5% provided by the reserve account.  The target enhancement for
Class D notes is 1.0%.

In addition to enhancement levels for each class of notes
discussed above, under the expected base case scenario excess
spread provides an additional 2% enhancement in the form of class
D (privately placed) subordination.  On the closing date, the
aggregate principal balance of the notes will be 102% of the
initial pool balance less the YSOC.  The class D notes represent
the undercollateralized 2%.  During amortization, both excess
spread and principal collections are available to reduce the bond
balance.  Hence, if excess spread is positive, the bonds will
amortize more quickly than the collateral.  It is this mechanism
that ensures that the class D notes are collateralized and the
specified CE level is achieved.

Furthermore, the 2005-C transaction provides significant
structural protection through a shifting payment priority
mechanism.  In each distribution period, a test will be performed
to calculate the amount of desired collateralization for the notes
versus the actual collateralization.  If the actual level of
collateralization is less than the desired, then payments of
interest to subordinate classes may be suspended and made
available as principal to higher rated classes.

Based on the loss statistics of Ford Credit's prior
securitizations, and Ford's U.S. retail portfolio performance,
Fitch expects consistent performance from the pool of receivables
in the 2005-C pool.  For the six months ending June 2005, average
net portfolio outstanding totaled approximately $68 billion, and
had total delinquencies of 1.92% and net losses of 1.44% of the
average net portfolio outstanding.


FOSS MANUFACTURING: Gets 2nd Interim Order on Cash Collateral Use
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
entered a second interim order permitting Foss Manufacturing
Company, Inc., to continue using Cash Collateral securing
repayment of pre-petition obligations to CapitalSource Finance LLC
and grant adequate protection to CapitalSource and the Pension
Benefit Guaranty Corporation.

On July 28, 2005, the PBGC filed a lien against the Debtor.  The
Debtor believes that only Capital Source and the PBGC have
security interests in the Cash Collateral.

            Pre-Petition Debt & Cash Collateral Use

The Debtor owes Capital Source approximately $30 million under a
Revolving Credit and Security Agreement dated April 14, 2004,
comprising of a Revolving A Facility, which is subject to a $25
million cap and a Revolving B Facility, which is subject to a $5
million cap.

The Debtor will use the proceeds of the Cash Collateral in order
to preserve the operations, value, and integrity of its business
and to pay employee wages and benefits, purchase materials from
vendors, and to pay expenses in the ordinary course of its
business.  Capital Source has consented to the continued use of
Cash Collateral pursuant to the terms of the cash collateral
Budget and of the Court's second interim order.

The Court authorizes the Debtor to use the Cash Collateral on an
interim basis in compliance with the projections of a 13-week
Budget, covering the period from Sept. 23, 2055, to Dec. 16, 2005.

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

Subject to and without waiver of any of its estate's rights, the
Debtor has agreed to make payments in the aggregate amount of
$251,000 to CapitalSource during the term of the Court's second
Interim Order, without consenting to make any further payments to
CapitalSource during the pendency of its chapter case, including
in connection with any further use of Cash Collateral.

                      Adequate Protection

As adequate protection for their interests, CapitalSource and PBGC
are granted Replacement Liens in all post-petition property of the
Debtor's estate of the same types against which CapitalSource and
PBGC held validly perfected and not avoidable liens and security
interests, if any, as of the Petition Date.

As further adequate protection to Capital Source, the Debtor may
make two payments of the $251,000 payment to CapitalSource, each
in the amount of $125,500, to be made on or before Oct. 1, 2005
and Oct. 15, 2005.

The Court will convene a hearing at 1:00 p.m., on Oct. 31, 2005,
to consider the Debtor's motion to use the Cash Collateral on a
final basis.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc., -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


FOSS MANUFACTURING: U.S. Trustee Appoints 7-Member Creditors Panel
------------------------------------------------------------------
The United States Trustee for Region 1 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in Foss
Manufacturing Company, Inc.'s chapter 11 case:

     1. Polly Quest, Inc.
        Attn: John Marinelli
        2 North Front Street, Suite 300
        Wilmington, North Carolina 28402
        Phone: 910-342-9554, Fax: 910-342-9558

     2. W.P. Carey
        Attn: Chad F. Edmonson
        50 Rockefeller Plaza
        New York, New York 10020
        Phone: 212-492-8903, Fax: 212-492-8922

     3. A. Schulman, Inc.
        Attn: Jim Warholic
        3550 West Market Street
        Akron, Ohio 44333
        Phone: 330-668-7350, Fax: 330-668-7384

     4. Irving Oil Corporation
        Attn: Mary Masson Hummel
        PO Box 1421
        St. John, New Brunswick
        Canada E2L4K1
        Phone: 506-202-6620, Fax: 506-202-2687

     5. Techmer PM, LLC
        Attn: Don Higdon
        #1 Quality Circle
        Clinton, Tennessee 37716
        Phone: 865-805-0728, Fax: 865-457-9125

     6. Eastman Chemical Co.
        Attn: Lawrence E. Rifken
        McGuireWoods LLP
        1750 Tysons Boulevard, Suite 1800
        McLean, Virginia 22012
        Phone: 703-712-5337, Fax: 703-712-5250

     7. Sprauge Energy Corp.
        Attn: Joe Vogelsang
        Two International Drive, Suite 200
        Portsmouth, New Hampshire 03801-6801
        Blacks Harbour, New Brunswick, Canada NB E5H 1E6
        Phone: 603-430-7215, Fax: 603-430-5326

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 Hampton, New Hampshire, Foss Manufacturing
Company, Inc., -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


GB HOLDINGS: Files for Chapter 11 Protection in New Jersey
----------------------------------------------------------
GB Holdings, Inc., a minority stockholder of Atlantic Coast
Entertainment Holdings, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of New Jersey.  GB Holdings
has stated that it does not currently have the capital necessary
to pay its 11% Notes that came due yesterday, Sept. 29, 2005.  GB
Holdings holds a 28% fully diluted common stock interest in
Atlantic Coast Entertainment Holdings.

The bankruptcy of GB Holdings, while significant to the
stockholders and noteholders of GB Holdings, is irrelevant to
Atlantic Coast Entertainment Holdings, which owns and operates The
Sands Hotel and Casino in Atlantic City, New Jersey.  As a
minority stockholder in Atlantic, GB Holdings' bankruptcy will in
no way affect the operation or business decisions of The Sands.

As a result of an exchange offer conducted last year and prior
conversions of debt to common stock, The Sands is fiscally sound
with very little debt and a positive net worth of $143 million, as
of June 30, 2005.  The Sands can, and will, move forward with its
current operations and its anticipated plans for an even greater
presence in Atlantic City and is planning an expansion program to
add up to 1,000 rooms to its facilities.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in its
Atlantic City facility.  Although the Company's other business
activities including rooms, entertainment, retail store and food
and beverage operations also generate revenues, which are nominal
in comparison to the casino operations.  The Company filed for
chapter 11 protection on Sept. 29, 2005 (Bankr. D. N.J. Case No.
05-42736).  Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million to $50 million in assets and debts.


GB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GB Holdings, Inc.
        c/o Sands Hotel and Casino
        Indiana Avenue and Brighton Park, 9th Floor
        Atlantic City, New Jersey 08401

Bankruptcy Case No.: 05-42736

Type of Business: The Debtor primarily generates revenues from
                  gaming operations in Atlantic Coast
                  Entertainment Holdings, which owns and operates
                  The Sands Hotel and Casino in Atlantic City, New
                  Jersey.  The Debtor also provides rooms,
                  entertainment, retail store and food and
                  beverage operations.  These operations generate
                  nominal revenues in comparison to the casino
                  operations.

Chapter 11 Petition Date: September 29, 2005

Court: District of New Jersey (Camden)

Debtor's Counsel: Mark A. Fink, Esq.
                  Sonnenschein Nath & Rosenthal
                  1221 Avenue of the Americas
                  New York, New York 10020
                  Tel: (212) 768-6700
                  Fax: (212) 768-6800

Debtor's
Special
Corporate
Counsel:          Katten Muchin Rosenman LLP
                  575 Madison Avenue
                  New York, New York 10022

Debtor's
Financial
Advisor:          Libra Securities, LLC

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Wells Fargo                      Indenture Trustee   $43,741,030
Corporate Trust Operations
MAC N9303-121
6th Street & Marquette Avenue
Minneapolis, MN 55479
Attn: Corporate Trust
Administration
Tel: (800) 932-2224

Harbert Distressed               Bondholder          $13,108,000
Investment 0247,
Master Fund Ltd.
For Arranged Financing Only
555 Madison Avenue, 16th Floor
New York, NY 10022
Attn: Matt Fesko
Tel: (212) 521-6974

Triage Capital Management        Bondholder           $5,932,000
B LP 0307
401 City Avenue, Suite 526
Bala Cynwyd, PA 19004
Attn: Leonid Frenkel
Tel: (610) 688-0404

Triage Capital                   Bondholder           $3,989,000
Management LP 0307
(USD Account)
401 City Avenue, Suite 526
Bala Cynwyd, PA 19004
Attn: Leonid Frenkel
Tel: (610) 688-0404

Royal Bank of Canada             Bondholder           $2,000,000
Rbct_Dat_Equities
1 Liberty Plaza
New York, NY 10006
Tel: (212) 428-6200
Tel: (212) 406-8422

Cragswood Ltd.                   Bondholder           $1,045,000
c/o RH Capital Associates LLC
139 West Saddle River Road
Saddle River, NJ 07458
Attn: Robert Horwitz

Frenkel, Leonid                  Bondholder             $446,000
1600 Flat Rock Road
Narberth, PA 19072-1230
Tel: (610) 688-0404

Fmt Co Cust IRA Rollover         Bondholder             $200,000
Fbo Andrew D Kaufman
210 West 101st Street
Apartment 7l
New York, NY 10025

Andy Kaufman IRA                 Bondholder             $145,000

The Braka                        Bondholder              $81,000
Philanthropic Foundation
c/o Ivor Braka US Realty Company

David Braka Living Trust         Bondholder              $59,000
c/o Midland Credit

Bonanno, Salvatore A.            Bondholder              $47,000

Watson, John                     Bondholder              $47,000

Thomas H. Arnold IRA,            Bondholder              $35,000
Raymond James &
Associates Inc. CSDN

DCGT FBO Mona P May IRA          Bondholder              $34,000

Brookfield Capital Inc           Bondholder              $30,000
c/o Standard Private Trust Ltd.

IRA FBO Carla Fels               Bondholder              $30,000
Pershing LLC, As Custodian

Weinstein & Burton               Bondholder              $29,000
Esther M. Weinstein JT Ten

Smith, Senter R.                 Bondholder              $26,000

Chaut, Michael S.                Bondholder              $25,000


HAO QUANG: Wants Smith Lease as Special Counsel
-----------------------------------------------
Hao Quang Vu asks the U.S. Bankruptcy Court for the District of
Maryland for permission to retain Smith, Lease & Goldstein, LLC,
as his special counsel.

The Debtor selects Smith Lease to represent him in the lawsuit
against Hewitt Avenue Associates, LLC in the Circuit Court for
Montgomery County, Maryland.  Smith Lease will move to vacate a
default judgment entered in the civil case.

Jeffrey D. Goldstein, Esq., a Smith Lease partner, discloses that
his current hourly rate is $275.  The Firm will have an initial
$7,500 retainer.

The Debtor believe that Smith Lease is disinterested as that term
is defined in Section 101(14) of the U.S. Bankruptcy Code.

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 its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated $500,000 to $1 million in assets and $1 million to $10
million in debts.


HEATING OIL: Wants Access to Cash Collateral & DIP Loan
-------------------------------------------------------
Heating Oil Partners, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut, Bridgeport
Division, for authority:

   a) to obtain $115,000,000 DIP financing facility from the Bank
      of America, N.A., as administrative agent for a consortium
      of lenders; and

   b) to use the prepetition lenders' cash collateral.

The Debtors tell the Court that the increase in the price of oil
necessitates an increase in their operational needs.  At the start
of the heating season, the Debtors explain that it is critical for
their continued operations that the financing be available.
Without it, the Debtors won't be able to preserve and maintain
their market position and their going concern value.

                     Prepetition Credit

The Debtors obtained prepetition loans from a group of lenders
with Bank of America, N.A., as successor to Fleet National Bank as
administrative agent.  As of  bankruptcy filing, the Debtors
obligation under the credit pact is approximately $63,062,461 in
revolving loans, term loans and advances.

In a separate transaction, the Debtors issued 6.18% Senior Secured
Notes due May 1, 2010 for $50,000,000.

Furthermore, the Debtors borrowed $4,000,000 under a Priming
Facility Agreement with certain lenders.

                Prepetition Collateral Trust
                   and Security Agreement

The prepetition lenders, the Debtors and U.S. Bank National
Association, as Trustee, were party to a Third Amended and
Restated Collateral Trust Agreement dated May 9, 2003.  Under the
agreement, a trust estate was established to secure the
prepetition obligations.  Also, the Debtors and the Trustee
entered into a Third Amended and Restated Security Agreement which
granted liens and interests to the Collateral Trustee to secure
the obligations.

                      DIP Collateral

To protect the lenders interests, the Debtors proposes to grant
them:

   a) liens on all of the Debtors' assets; and

   b) super-priority administrative expense claims.

                   Cash Collateral Use

The Debtors propose to use the encumbered funds in accordance with
a Four-Week Budget projecting:

                               Week Ending
                               -----------
                 9-30          10-7         10-14        10-21
                 ----          ----         -----        -----
Total
Disbursements  $34,462,000  $14,537,000  $12,398,000  $12,730,000

Letters
of Credit       $7,300,000   $7,300,000   $7,300,000   $7,300,000

To provide the lenders with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of their
collateral, the Debtors will grant them replacement liens having
the same extent, validity and priority as the prepetition liens.

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).  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.


HEATING OIL: Wants Zeisler & Zeisler as Bankruptcy Counsel
---------------------------------------------------------
Heating Oil Partners, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut, Bridgeport
Division, for permission to employ Zeisler & Zeisler, P.C., as
their bankruptcy counsel.

Z&Z is expected to:

   a) advise the Debtors of their rights, powers and duties as
      debtors-in-possession continuing to operate and manage
      their business and property;

   b) advise and assist the Debtors concerning the negotiation
      and documentation of financing agreements, debt
      restructuring, cash collateral and related transactions;

   c) review the nature and validity of liens asserted against
      the Debtors' estates;

   d) advise the Debtors concerning the actions that they might
      take to collect and recover property of the estates;

   e) prepare on behalf of the Debtors, necessary and appropriate
      applications, motions, pleadings, draft orders, notices,
      schedules and other documents;

   f) advise and prepare applications, motions, pleadings,
      notices and other papers;

   g) counsel the Debtors with the formulation, negotiation and
      promulgation of a plan of reorganization and related
      documents; and

   h) perform all other legal services necessary and appropriate
      in the administration of these chapter 11 cases.

The Debtors disclose they paid Zeisler a $200,000 retainer.
However, Court records don't show the Firm's professionals' hourly
billing rates.

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

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).  When the Debtors filed for protection from their
creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.


HONEY CREEK: Files Schedules of Assets and Liabilities in Texas
---------------------------------------------------------------
Honey Creek Kiwi LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Texas, disclosing:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                $10,000,000
   B. Personal Property               $450,483
   C. Property Claimed
      As Exempt
   D. Creditors Holding                            $20,582,519
      Secured Claims
   E. Creditors Holding Unsecured                      $72,198
      Priority Claims
   F. Creditors Holding Unsecured                   $1,354,591
      Nonpriority Claims
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------     -----------
      Total                        $10,450,483     $22,009,308

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$10,450,483 in assets and $22,009,308 in debts.


HONEY CREEK: Section 341(a) Meeting Slated for Oct. 18
------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Honey
Creek Kiwi LLC's creditors at 10:00 a.m., on Oct. 18, 2005, at the
Office of the U.S. Trustee, 1100 Commerce Street, Room 976,
Dallas, Texas.

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 Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$10,450,483 in assets and $22,009,308 in debts.


HORNBECK OFFSHORE: Moody's Rates Planned $75 Million Notes at Ba3
-----------------------------------------------------------------
Moody's affirmed the Ba3 Corporate Family Rating and the Ba3
rating on the existing $225 million senior unsecured notes for
Hornbeck Offshore Services, Inc. (HOS) while also assigning a Ba3
to the company's proposed $75 million senior unsecured notes add-
on offering.  The outlook remains stable.

Proceeds from the proposed notes offering will be used to repay
outstanding under the revolving credit facility (about $21 million
as of Sept. 21, 2005).  The remaining proceeds, along with the
companion equity offering (at least $150 million) will be used to
help fund:

   * the company's proposed newbuild program of about
     $275 million;

   * the completion of existing newbuilds in progress (about
     $37 million); and

   * conversion of the two coastwise sulfur tankers into
     370' class multi-purpose supply vessels (about $65 million).


The Ba3 ratings are restrained by:

   * HOS' concentration of the OSV business in the very commodity
     price sensitive and increasingly competitive deepwater GOM;

   * the general cyclicality of the OSV business as it relies on
     the exploration and production sector's spending patterns
     which are primarily driven by commodity prices;

   * the company's aggressive growth strategy;

   * the full amount of pro forma debt;

   * the intensely competitive nature of its Northeast focused tug
     and barge business; and

   * HOS' still small scale relative to its peers.

The rating are supported by:

   * HOS' position as the second largest new generation OSV
     operator in the very active GOM;

   * the increasing asset mix/value which is comprised of the
     youngest and highest specification supply vessel fleets
     within the sector and will be enhanced by the newbuild
     program as well as the conversion of the 370' sulfur vessels
     into multi-purpose supply vessels;

   * the company's ability to effectively compete in the deep
     shelf GOM when the deepwater market experiences softness;

   * the scale and durability of the tug and barge business which
     has provides sufficient to cover the consolidated debt
     service of HOS;

   * the company's increasing diversification into some
     international markets; and

   * management's willingness and ability to issue ample equity to
     fund fleet expansions and acquisitions.

The stable outlook reflects the continued strength in the
underlying fundamentals of the offshore supply vessel (OSV)
market, particularly the deepwater Gulf of Mexico (GOM) where HOS
is a leading OSV operator, which is likely to continue well into
2006 and drive further credit accretion.  The outlook also
considers the optionality of the new equity offering (at least
$150 million) which reduces the risk to bondholders as the company
pursues its growth strategy through organic fleet expansions as
well as to pursue consolidation opportunities within the sector.

A positive outlook would require the company to clearly
demonstrate that it can and will operate with leverage
(debt/adjusted EBITDA) below 3.0x as it completes its newbuild
program and embarks on other growth initiatives.  A positive
outlook and/or upgrade will also be considered if the company
completes an acquisition completed with no additional debt and is
viewed by Moody's to provide sufficient additional earnings and
cash flows that can help fund the newbuild program and other
initiatives.

However, the outlook would face negative pressure if the company
does not meet its earnings and cash flow projections over the next
12 to 18 months; or if capital spending exceeds the current plans
and is not sufficiently funded with either internal cash flow or
equity in order to maintain leverage (Debt/adjusted EBITDA) within
below the 3.5x. The outlook could also face pressure if market
conditions deteriorate and the company utilizes significant debt
to complete the newbuild program.

The ratings for Hornbeck are:

   1) Affirmed at Ba3 -- the Corporate Family Rating

   2) Affirmed at Ba3 -- the existing 6.125% $225 million senior
      unsecured notes

   3) Assigned a Ba3 - $75 million add-on senior unsecured notes

The note rating is not currently notched from the senior implied
rating due to the inclusion of guarantees from all significant
domestic subsidiaries as well as the expectation that there will
be no borrowings under the company's revolver over the next 12 to
18 months.  At present, the company has a $60 million borrowing
base with the ability to grow to the $100 million commitment.
Currently, only 11 of the company's total fleet (7 OSV and 4 tugs)
are currently pledged to the revolver lenders, leaving significant
collateral value for the bonds.

However, Moody's would revisit notching the notes down from the
Corporate Family Rating if the revolver is expanded and becomes
significantly drawn; or if the company utilizes all of the
restricted payments baskets (which Moody's estimates could add up
to about $80 million to $85 million) without adding visible
commensurate cash flows.

HOS' operations are regionally concentrated with the OSV business
focused in the GOM and the tug and barge operations located in the
Northeast.  Moody's notes that the company has begun to diversify
its OSV business by deploying eight OSV's to Trinidad and one to
Mexico.  However, HOS is still highly dependent on activity in the
GOM which is increasingly competitive and still vulnerable to
cyclicality with approximately 50% to 60% of its earnings and cash
flows derived from this region.  The deepwater GOM continues to
experience increased exploration and production activity against
the backdrop of strong commodity prices and HOS is likely to
benefit from the repair work needed to restore production impacted
by hurricanes Katrina and Rita.  However, due to its costly
nature, the deepwater remains highly sensitive to commodity price
strength and thus could face a rather quick pullback if oil and
natural gas prices don't remain supportive.

In addition, deepwater GOM is relatively small and highly
competitive, with private companies having nearly an estimated 70%
market share.  Hornbeck believes it has the largest market share
by a public company (about 15% to 16% before the newbuilds) but
faces rising competition.  Approximately 8 scheduled newbuilds are
expected to enter the market by 2007 in addition to more U.S.
flagged vessels currently operating in foreign markets that could
be mobilized back to the GOM.  Given that most offshore markets
have greatly improved, it's unlikely that all or even many of
these vessels would return to the GOM next year.  However, the
market's ability to absorb even some of those vessels could
pressure dayrates, especially if re-entry is not staggered.

HOS has built a fleet that of 23 young and sophisticated fleet
OSV's that are all 200 class and above.  The fleet, which has the
youngest average age (5 years) within the sector, is designed to
handle the significant requirements of the harsher environment in
the deepwater GOM with its proprietary dynamic positioning and
larger supply capacity, thus generating higher dayrates.  The
conversion of the two 370' sulfur tankers into multi-purpose
supply vessels also offers an opportunity to add diversification
and sophistication.

The company's fleet composition provides some sustained earnings
power through what has been a relatively stable tug and tank barge
business as well as the ability of HOS's OSV's to effectively
compete in the deep shelf.  Over the past three years, the tug and
barge EBITDA has grown from $13.7 million to an estimated $23
million for 2005, which is sufficient to estimated interest
expense.

As the activity in the deepwater GOM continues to show positive
momentum, OSV demand has increased, causing dayrates to
significantly strengthen.  Currently, Hornbeck's OSV utilization
is about 96% and average dayrates that have climbed to over
$14,000/day.  With cash operating expenses averaging around
$3,800/day, Hornbeck's earnings and cash flows are likely to
continue to expand into 2006.

The company's liquidity, pro forma for the notes offering will be
strong, with over $200 million of cash on the balance sheet, $60
million undrawn on its revolver and expected EBITDA in Q4'05 of
about $23 to $28 million.  In 2006, Moody's estimates Hornbeck's:

   * EBITDA to range between $95 million and $110 million versus
     interest expense of about $18 million;

   * working capital of about $6 million to $7 million; and

   * capex of about $160 million to $170 million (including about
     $140 million for newbuilds).

Hornbeck Offshore Services, Inc. is headquartered in Covington,
Louisiana.


HYDROCHEM INDUSTRIAL: S&P Junks $150 Million Sr. Sub. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Deer Park, Texas-based HydroChem Industrial Services
Inc. to 'B' from 'B+'.  At the same time, Standard & Poor's
lowered its rating on HydroChem's $150 million senior subordinated
notes due 2013 to 'CCC+' from 'B-'.  All ratings were placed on
CreditWatch with negative implications.

Total debt outstanding was about $175 million as of June 30, 2005.

"The rating actions reflect the company's substantially
weaker-than-anticipated operating performance in 2005, compounded
by the expected effects of hurricanes in the Gulf Coast region on
near-term results," said Standard & Poor's credit analyst Robyn
Shapiro.

As a provider of equipment cleaning services primarily to the
petrochemical and oil refining industries, HydroChem could
experience lower than anticipated revenues during the next several
months as its clients defer maintenance.  Some of HydroChem's
labor force in the areas affected by the hurricanes has been
temporarily displaced because of evacuations in these regions.
Although the company may benefit in the longer term from
additional repairs necessitated by the storms, this is outweighed
by the near-term risk that capacity constraints due to storm
damage will cause clients to defer previously scheduled
maintenance on equipment that is undamaged.  In addition, rising
fuel costs may further squeeze HydroChem's declining operating
margins.  All of these factors could strain HydroChem's already
limited liquidity.

The ratings on HydroChem reflect a modest scope of operations,
with:

   * revenues of about $200 million;
   * high debt leverage; and
   * minimal free cash generation.

These factors are only somewhat offset by the company's position
as a leading participant in the $2 billion market for domestic
industrial cleaning services.

HydroChem offers:

   * high-pressure water cleaning (hydroblasting);
   * chemical cleaning;
   * industrial vacuuming;
   * tank cleaning; and
   * related services to the:

        -- petrochemical (about 50% of revenues),
        -- oil refining (25%-30%),
        -- power (15%), and
        -- other process industries.

Services offered are typically part of customers' recurring
maintenance programs that improve operating efficiency and extend
the useful lives of equipment and facilities.

The CreditWatch listing will be resolved as soon as the recent
hurricanes' impact on operating performance can be assessed.
Ratings could be lowered again in the near term if customers'
maintenance delays, elevated fuel costs, or the unexpected loss of
a key customer causes HydroChem's financial performance to weaken
further or if liquidity deteriorates.

If performance remains weak, but is not significantly affected by
any of these factors, the ratings could be removed from
CreditWatch and affirmed with a negative outlook.  However, if
revenue, earnings, and cash flow increase due to storm-related
activity or performance improves for other reasons and credit
measures strengthen, the ratings could be removed from CreditWatch
and affirmed with a stable or positive outlook.


INSIGHT COMMS: Soliciting Consent from 12-1/4% Noteholders
----------------------------------------------------------
Insight Communications Company, Inc. (NASDAQ: ICCI) reported the
commencement of a consent solicitation of holders of its
outstanding 12-1/4% senior discount notes due 2011 for a proposed
waiver of an indenture provision relating to its merger agreement
with Insight Acquisition Corp. and related transactions.

Concurrently with the solicitation, Insight Midwest, L.P., and
Insight Capital, Inc., 50% owned subsidiaries of Insight
Communications, are soliciting consents in respect of their 9-3/4%
senior notes due 2009 and 10-1/2% senior notes due 2010 with
respect to the waiver of a substantially similar provision in each
indenture governing those notes.

Insight Communications will pay consenting holders 0.125% of the
accreted value of their 12-1/4% notes as of the consent payment
date and 0.125% of the principal amount of their Insight Midwest
notes as of the consent payment date, subject to the terms and
conditions of the solicitations, which conditions include receipt
of majority noteholder consent and consummation of the merger with
Insight Acquisition Corp.  The solicitations of consents will
expire at 5 p.m., New York City time, on Oct. 12, 2005, unless
extended in accordance with their respective terms.

J.P. Morgan Securities Inc. and Banc of America Securities LLC
have been retained as the consent solicitation agents.

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2005,
Standard & Poor's Ratings Services revised its outlook on New York
City, New York-based cable TV operator Insight Midwest L.P. to
stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on Insight Midwest, including the 'BB-'
corporate credit rating. Standard & Poor's also assigned its 'BB-'
rating to intermediate holding company Insight Midwest Holdings
LLC's new $1.108 billion term loan C due December 2009.  Proceeds
from the new bank loan will be used to repay the previous term
loan B facility.

"The outlook was revised to stable to reflect the company's
receipt of looser financial covenants under accompanying bank loan
amendments," said Standard & Poor's credit analyst Catherine
Cosentino.  "We had been concerned that the company could be out
of compliance with the borrower total debt to EBITDA limitation in
the latter half of 2006, when the maximum allowed leverage reduced
to 3.25x," she continued.  Under bank amendments, this threshold
has been reset to 4.5x through mid-2006, and drops to only 4.25x
through June 2007.  This provides the company some near-term
cushion to weather potential downturns in the business.


INSIGHT HEALTH: S&P Affirms B Corporate Credit & Sr. Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
InSight Health Services Corp.'s $300 million secured floating-rate
notes due 2011 to '3' (indicating the expectation for meaningful
{50%-80%} recovery of principal in the event of a payment default)
from '2' (indicating the expectation for substantial {80%-100%}
recovery).  This action reflects an increased transaction size
from the $250 million originally anticipated and the attendant
dilution of collateral protection.

Other existing ratings on InSight, including the 'B' corporate
credit and senior secured debt ratings, were affirmed.  The rating
outlook is stable.

Proceeds of the offering were used to repay the company's existing
$250 million term loan B (and existing delayed-draw term loan), of
which about $238 million is outstanding, and to repurchase $55.5
million of senior subordinated notes at a cost of $50 million.
The remainder of the proceeds from the offering were used to cover
transaction expenses and for general corporate purposes.

"The ratings on InSight reflect the highly fragmented and
competitive nature of the medical imaging industry, the limited
barriers to competitor entry, and reimbursement risk," said
Standard & Poor's credit analyst Cheryl Richer.  "Moreover, the
company's debt-financed acquisitions over the past few years have
weakened its balance sheet.  These risks overshadow the favorable
effect on the industry as the population ages, the ability of
imaging to limit overall health costs, and the expanded approval
of imaging for additional disease states."


INTEGRATED HEALTH: Wants Until January 4 to Object to Claims
------------------------------------------------------------
IHS Liquidating, LLC, as successor to Integrated Health Services,
Inc., and certain of its direct and indirect subsidiaries, asks
the U.S. Bankruptcy Court for the District of Delaware to further
extend its deadline to file objections to all administrative and
other claims in the IHS Debtors' Chapter 11 cases to January 4,
2006, without prejudice to its right to seek additional
extensions.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that as of the Plan Effective Date,
the IHS Debtors have reviewed substantially more than 14,000
claims filed in their cases.  However, a number of claims have not
yet been fully analyzed and nearly 2,000 claims are still being
disputed pursuant to pending claims objection.

Mr. Barry notes that since the Effective Date, IHS Liquidating
has:

   (a) worked diligently to:

          -- review pending claims objection;

          -- perform required diligence to determine which of the
             pending objections should be prosecuted;

          -- prosecute or consensually resolve the pending claims
             objection; and

          -- ensure that all disputed claims are made the subject
             of a proper objection prior to the expiration of the
             Claims Objection Deadline;

   (b) diligently pursued resolution of every claim that is
       subject of an omnibus claims objection, resulting in the
       settlement, ordered stipulation or other resolution of
       approximately 1,200 disputed claims;

   (c) reviewed and analyzed all claims that were designated by
       the IHS Debtors as "unresolved" but had not been made
       subject to an objection as of the Effective Date; and

   (d) filed an omnibus objection to:

          -- abandoned tort claims;

          -- claims that were the subject of a litigation before
             another court which dismissed the suit with
             prejudice, thereby liquidating the claim at zero;

          -- claims which represent liabilities that should have
             been withdrawn as part of a settlement with the
             claimant or by operation of events that occurred
             after the claim was filed, but that the claimant had
             not agreed to withdraw; and

          -- claims which otherwise failed to state a valid claim
             against the IHS Debtors' estates.

Mr. Barry asserts that the extension of the Claims Objection
Deadline will provide IHS Liquidating with much-needed time to
effectively evaluate all claims, prepare and file additional
objections to claims and, where possible, attempt, to consensually
resolve disputed claims.

The Court will hold a hearing to consider IHS Liquidating's
request on October 13, 2005, at 11:30 a.m., prevailing Eastern
Time.  By application of Del.Bankr.L.R. 9006-2, IHS Liquidating's
Claims Objection Deadline is automatically extended until the
Court rules on the request.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 96; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTRAWEST CORP: Earns $32.6MM of Net Income in FY Ending June 30
----------------------------------------------------------------
Intrawest Corporation reported its results for the fiscal year
ended June 30, 2005.

"The strong performance of Abercrombie & Kent, the newest member
of Intrawest's portfolio, was very gratifying and it speaks to the
power of its brand," said Joe Houssian, chairman, president and
chief executive officer.  "We are also pleased at the acceleration
and expansion of our partnering strategy in all phases of real
estate development.  The joint ventures that we entered into in
the fourth quarter are great examples of how this strategy is
paying off for our shareholders."

                 Fiscal 2005 Year End Highlights

Record total revenue of $1.68 billion compared with $1.55 billion
in 2004.  Total Company EBITDA of $243.1 million, versus
$268.3 million the previous year.

Strong contribution from Abercrombie & Kent and record results at
most of our non-British Columbia resorts offset the impact of the
worst weather in 40 years at our British Columbia resort
operations.

Net income of $32.6 million after reflecting a non-recurring
expense of $30.2 million to refinance high interest rate senior
notes.

Going forward, this refinancing is expected to save us
approximately $15 million per annum. Net income also reflects a
non-recurring write-down of $17.6 million on our non-resort golf
properties, resulting from a strategic decision to focus our golf
business on resort-based and branded operations.  This compares
with net income of $59.9 million in 2004 after reflecting a non-
recurring call premium of $12.1 million to refinance senior notes

Earnings per share on a diluted basis were $0.68 ($1.68 before
non-recurring items) versus $1.25 ($1.48 before non-recurring
items) in 2004.

Real estate joint venture and sale transactions in the fourth
quarter contributed to full year positive free cash flow of
$62 million.

Strong balance sheet with year-end Net Debt to EBITDA ratio of
3.6 times, well within target leverage range.

"We have made a commitment to our shareholders to maintain our
strong balance sheet and to grow with financial discipline," said
John Currie, chief financial officer.  "Our 2005 results reflect
the successful execution of our financial strategies to deliver on
this promise."

Intrawest Corporation (IDR:NYSE; ITW:TSX) --
http://www.intrawest.com/-- is one of the world's leading
destination resort and adventure-travel companies.   Intrawest has
interests in 10 mountain resorts in North America's most popular
mountain destinations, including Whistler Blackcomb, a host venue
for the 2010 Winter Olympic and Paralympic Games.  The company
owns Canadian Mountain Holidays, the largest heli-skiing operation
in the world, and a 67% interest in Abercrombie & Kent, the world
leader in luxury adventure travel.  The Intrawest network also
includes Sandestin Golf and Beach Resort in Florida and Club
Intrawest -- a private resort club with nine locations throughout
North America.  Intrawest is developing five additional resort
village developments at locations in North America and Europe.
Intrawest is headquartered in Vancouver, British Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on May 12, 2005,
Standard & Poor's Ratings Services revised its outlook to stable
from positive on Vancouver, British Columbia-based ski resort
operator Intrawest Corp.  At the same time Standard & Poor's
affirmed its 'BB-' corporate credit and 'B+' senior unsecured debt
ratings on the company.

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million.  In addition, these rating actions
were taken by Moody's:

   * Ratings assigned:

     -- U.S. dollar-denominated 7.5% senior notes, due 2013
        rated B1

     -- Canadian dollar-denominated 7.5% senior notes, due 2009
        rated B1

   * Ratings affirmed:

     -- Senior implied rating at Ba3
     -- Senior unsecured issuer rating at B1
     -- US$350 million 7.5% senior notes due 2013 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1
     -- US$135 million 10.5% senior notes due 2010 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1

The ratings outlook is stable.


INTRAWEST CORP: Sells Beachfront Property in Maui for $25 Million
-----------------------------------------------------------------
Intrawest Corporation together with its joint venture partner
reported the sale of Lot Three Ka'anapali, a 26-acre parcel of
beachfront property in Maui.  The parcel of land was sold to a
third party for a net profit before tax to Intrawest of
approximately $25 million.

"This parcel of land was not scheduled to be developed for some
time and we had the opportunity to realize its value this year,"
said Gary Raymond, president and chief executive officer of
Intrawest Placemaking.  "We will now turn our attention to the
adjacent site and our Honua Kai condo-hotel project, the first
whole-ownership condominium project on Ka'anapali Beach in more
than 20 years."

The joint venture partnership is developing Honua Kai, a 700-unit
luxury condominium-hotel project, on Lot Four Ka'anapali. Honua
Kai is a whole-ownership condominium resort that will include two
luxury condo-hotel towers and three townhome clusters with ocean
and mountain views, lush gardens and resort-style amenities and
services.  Reservations for condominium units in the first
phase of development, the Hokulani tower, will be accepted in
mid-October.  For more information, visit http://www.honuakai.com/

Intrawest Corporation (IDR:NYSE; ITW:TSX) --
http://www.intrawest.com/-- is one of the world's leading
destination resort and adventure-travel companies.   Intrawest has
interests in 10 mountain resorts in North America's most popular
mountain destinations, including Whistler Blackcomb, a host venue
for the 2010 Winter Olympic and Paralympic Games.  The company
owns Canadian Mountain Holidays, the largest heli-skiing operation
in the world, and a 67% interest in Abercrombie & Kent, the world
leader in luxury adventure travel.  The Intrawest network also
includes Sandestin Golf and Beach Resort in Florida and Club
Intrawest -- a private resort club with nine locations throughout
North America.  Intrawest is developing five additional resort
village developments at locations in North America and Europe.
Intrawest is headquartered in Vancouver, British Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on May 12, 2005,
Standard & Poor's Ratings Services revised its outlook to stable
from positive on Vancouver, British Columbia-based ski resort
operator Intrawest Corp.  At the same time Standard & Poor's
affirmed its 'BB-' corporate credit and 'B+' senior unsecured debt
ratings on the company.

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million.  In addition, these rating actions
were taken by Moody's:

   * Ratings assigned:

     -- U.S. dollar-denominated 7.5% senior notes, due 2013
        rated B1

     -- Canadian dollar-denominated 7.5% senior notes, due 2009
        rated B1

   * Ratings affirmed:

     -- Senior implied rating at Ba3
     -- Senior unsecured issuer rating at B1
     -- US$350 million 7.5% senior notes due 2013 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1
     -- US$135 million 10.5% senior notes due 2010 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1

The ratings outlook is stable.


KAISER ALUMINUM: Wants Modified USWA Settlement Agreement Approved
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 8, 2005, Judge Fitzgerald approved the amended and
restated agreement and three letter agreements between Kaiser
Aluminum & Chemical Corporation and the United Steelworkers of
America, AFL-CIO-CLC, which resolves the Pension Benefit Guaranty
Corporation's concerns regarding certain replacement pension plans
for the terminated salaried and hourly pension and retiree benefit
plans for applicable retirees and dependents.

              KACC & USW Modify 1113/1114 Agreement

In Spring of 2005, Kaiser Aluminum & Chemical Corporation and the
United Steelworkers commenced discussions regarding certain
aspects of their amended agreement to modify retiree benefits and
collective bargaining agreements that needed modification.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that USW raised concerns that,
pursuant to the existing terms of the First Amended 1113/1114
Agreement, the Voluntary Employee Beneficiary Association might
have insufficient liquidity on the Debtors' emergence from
bankruptcy to pay then-existing benefits to its beneficiaries.

The parties also discussed:

   (a) clarifying certain potential ambiguities regarding the
       effective date of certain provisions under the First
       Amended 1113/1114 Agreement; and

   (b) inserting the new name of the union that resulted from the
       merger between the USW's predecessor, the United
       Steelworkers of America, AFL-CIO, CLC, and the Paper,
       Allied-Industrial, Chemical and Energy Workers Union on
       April 12, 2005.

At the same time that negotiations with the USW were underway,
KACC was also negotiating the terms of KACC's participation in the
Steelworkers Pension Trust with the SPT Trustees.  While certain
terms of the participation were reflected in the Original
1113/1114 Agreement and the First Amended 1113/1114 Agreement, it
was always contemplated that KACC would need to enter into an
incorporation agreement with the SPT Trustees that would provide
final terms governing KACC's participation.

The SPT Trustees, KACC and the USW have separately negotiated and
agreed to the final form of the SPT Agreement.  The terms of the
SPT Agreement have been incorporated into the Second Amended
1113/1114 Agreement.

The principal modifications to the 1113/1114 Agreement are:

A. For up to two years after KACC's emergence from bankruptcy,
   Reorganized KAC will make available to the VEBA, if applicable
   law permits and the VEBA's liquidity falls below a certain
   threshold, cash advances aggregating to $8.5 million, in lieu
   of any Variable Cash Contribution.  Reorganized KAC will be
   entitled to reimbursement for those cash advances, with
   interest, if amounts remain outstanding for certain periods of
   time;

B. References to the USWA are replaced with the USW.  If the
   PBGC does not prevail in the PBGC Appeal, four of KACC's
   smaller pension plans -- the Kaiser Aluminum Tulsa Pension
   Plan, the Kaiser Aluminum Bellwood Pension Plan, the Kaiser
   Aluminum Los Angeles Extrusion Pension Plan and the Kaiser
   Aluminum Sherman Pension Plan -- will be terminated and
   assumed by the PBGC;

C. KACC's participation in the SPT will commence upon the Court's
   approval of the Second Amended 1113/1114 Agreement, which
   should not be later than December 10, 2005.

   KACC's participation will require it to start making
   contributions to the SPT on behalf of covered USW employees
   enrolled in the SPT.  Extending back to June 2004 and looking
   forward, KACC will start making monthly contributions to the
   SPT equivalent to $1 for each "Hour Worked" in a wage month by
   a covered USW employee.  In addition to the Hourly
   Contributions, for purposes of allowing covered USW employees
   to be eligible for certain benefits based on past services,
   KACC will also make a $1,500 one-time contribution for each:

   (a) covered USW employee enrolled in the SPT on or after June
       2004; and

   (b) former USW employee who has been reinstated prior to
       February 2006 in accordance with certain Inter-Plant Job
       Opportunity rights under applicable USW collective
       bargaining agreements.

   Under the Second Amended 1113/1114 Agreement, the exact rates
   for Hourly Contributions and Additional Contributions had not
   yet been established, even though KACC and USW had
   contemplated that the rate for Hourly Contributions would be
   capped at $1 for every hour worked and the rate for Additional
   Contributions would be capped at $2,500 for every employee;

D. To permit the exercise of KACC's right to withdraw from the
   SPT during the "free look" period provided by the SPT under
   authority granted in Section 4210(a) of the Employment
   Retirement Income Security Act of 1974, the SPT Trustees are
   required to give KACC notice of any potential modifications to
   the SPT that would interfere with KACC's ability to withdraw
   from the SPT during its "free look" period;

E. KACC and the USW reserve the right to renegotiate the rate of
   Hourly Contributions made to the SPT if KACC's Hourly
   Contributions in a quarter exceed 2% of all similar
   contributions made by all participants to the SPT in that
   quarter.  Any reduction in the Hourly Contribution rate --
   causing the rate to fall below $1 -- as a result of these
   renegotiations would be offset by additional contributions
   required to be made to the replacement defined contribution
   plan established by KACC for USW employees; and

F. Unused budgeted amounts for administrative expenses of the
   VEBA for which KACC is required to reimburse the VEBA during
   the first calendar year of its existence will carry forward
   for use in the second and third years of the VEBA's existence.

The Debtors ask the Court to approve the modifications to the
First Amended 1113/1114 Agreement.

The modifications will have minimal economic effect on the
Debtors or on Reorganized KAC, Ms. Newmarch assures Judge
Fitzgerald.  Reorganized KAC will only be required to make
advances if the VEBA experiences liquidity problems and will be
entitled to reimbursement for the full amount of any advances,
with interest, Ms. Newmarch explains.

A full-text copy of the Second Amended 1113/1114 Agreement is
available at no extra cost at http://ResearchArchives.com/t/s?201

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)


KAISER ALUMINUM: Claims Reps Want Insurers' Objection Overruled
---------------------------------------------------------------
Republic Indemnity Company and Transport Insurance Company,
formerly known as Transport Indemnity Company, support the
objections to Kaiser Aluminum Corporation, its debtor-affiliates
and the London Underwriters' Settlement Agreement filed by:

   a. AIU Insurance Company, Granite State Insurance Company,
      Insurance Company of the State of Pennsylvania, Landmark
      Insurance Company, Lexington Insurance Company, National
      Union Fire Insurance Company of Pittsburgh, Pennsylvania,
      and New Hampshire Insurance Company, among others; and

   b. First State Insurance Company, Hartford Accident and
      Indemnity Company, New England Reinsurance Corporation and
      Nutmeg Insurance Company.

The Future Silica Claimant's Representative, the Official
Committee of Asbestos Claimants, and Martin J. Murphy, as Legal
Representative for Future Asbestos Claimants, ask the U.S.
Bankruptcy Court for the District of Delaware to overrule the
objection filed by First State Insurance Company, Hartford
Accident and Indemnity Company, New England Reinsurance
Corporation, and Nutmeg Insurance Company.

Daniel K. Hogan, Esq., at The Hogan Firm, in Wilmington, Delaware
tells Judge Fitzgerald that the Underwriters Settlement Agreement
expressly provides that it does not affect any other PI Insurance
Company's rights and obligations under its insurance policies.
Therefore, any claim that the Agreement might negatively affect
Hartford's contract rights is "unfounded."

Mr. Hogan explains that the Settlement Agreement plainly
contemplates that Hartford's rights and obligations under its
policies remain intact, and the Agreement does not and cannot be
argued to compromise or otherwise negatively affect Hartford's
contractual rights in any way.  Hartford clearly retains "all
rights and obligations under the Hartford Policies," as well as
"all of its rights and defenses against Kaiser Aluminum Corp., the
Reorganized KAC, and the Funding Vehicle Trust."

To the extent Hartford seeks relief in relation to some possible
right to seek "contribution" from the settling insurers as a
matter of equity or law, Hartford is seeking relief to which it is
not entitled and is asking the Court to rule on issues that are
neither ripe for decision nor properly before the Court, Mr.
Hogan contends.

Mr. Hogan points out that there has been no settlement or judicial
determination of Hartford's liability to the Debtors or the
Funding Vehicle Trust, a necessary predicate to any claim that
some other insurer is as matter of "equity" obliged to
"contribute" to the tort losses paid by Hartford.  Even more
important, Mr. Hogan says, there has been no determination that
even if and when Hartford is held liable to pay tort claims, it
would have any equitable right to seek contribution from settling
insurers.

In as much as Hartford continues to deny its coverage obligations
altogether and not make any payments toward the tort claims,
whatever "equitable" right to contribution Hartford might possibly
have at the end of the day depends on the total history and
overall circumstances of Hartford's claims conduct in comparison
with other insurers' conduct as of the time Hartford actually is
called on to pay claims, Mr. Hogan notes.

It would be impossible for the Court to prejudge the prospective
existence and extent of any right to contribution on the basis of
conjecture, Mr. Hogan says.  Any ruling on those matters by the
Court, on the basis of the current and undeveloped record, would
be "premature, purely advisory and improperly preemptive" of the
California Superior Court, which is currently addressing issues of
equitable contribution rights as among the several insurers
responsible to pay the Debtors' tort claims.  The impact of the
London Underwriters' decision to settle their coverage disputes
and to make payments toward the Debtors' tort liabilities on
Hartford's ability to invoke equity and press "contribution" or
similar claims against the London Underwriters should be left to
the California court, Mr. Hogan asserts.

"At bottom, Hartford is trying to get a free ride on contractual
relief that was bargained and paid for by the London
Underwriters," Mr. Hogan tells Judge Fitzgerald.

However, Mr. Hogan notes that Hartford has made no bargain with
the Debtors.  Hartford has not even conceded that it has any
liability for PI Claims and disputes its coverage in the pending
insurance coverage litigation in California, entitled Kaiser
Aluminum & Chemical Corporation v. Certain Underwriters at
Lloyd's London, et al., Case No. 312415, in the Superior Court of
California, County of San Francisco.

Furthermore, Hartford is asking to benefit from an inapposite
provision in a proposed plan of reorganization that is not yet
effective and that may or may not be confirmed, Mr. Hogan
maintains.  That provision under the Debtors' Plan applies to
contribution claims solely against the Debtors or an entity owned
by the Debtors so it is not analogous to the third-party
contribution claims that Hartford may have against non-debtor
entities.

The other insurers, Mr. Hogan notes, are also seeking relief
similar to that sought by Hartford.  Their objections should also
be overruled.

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)


KANSAS CITY: S&P Assigns BB+ Rating to $125 Million Facilities
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Kansas City Southern's revolving credit facility maturing in 2007,
which is being increased from $100 million to $125 million.  At
the same time, Standard & Poor's affirmed its ratings on Kansas
City Southern, including the 'BB+' rating on the term loan
facility maturing in 2008 and 'BB-' corporate credit rating, and
revised the outlook to stable from negative.  The Kansas City,
Missouri-based freight railroad has about $1.8 billion of lease-
adjusted debt.

"The ratings reflect Kansas City Southern's leveraged capital
structure and challenges associated with the integration of
Mexican railroad TFM S.A. de C.V., offset by the favorable
characteristics of the U.S. freight railroad industry and the
company's strategically located rail network, said Standard &
Poor's credit analyst Lisa Jenkins.  "The outlook revision
reflects the resolution of two outstanding issues between TFM and
the Mexican government and our expectation that favorable industry
conditions will enable Kansas City Southern to generate improved
financial results over the near to intermediate term."

Kansas City Southern is a Class 1 (large) U.S. freight railroad.
It is significantly smaller and less diversified than its peers
but operates a very strategically located rail network in the
central U.S.  With its acquisition of TFM in April 2005, Kansas
City Southern should be better able to take advantage of its
north-south route orientation and NAFTA trade opportunities.
TFM serves the three largest cities in Mexico, representing a
majority of the Mexican population and GDP.  Its rail lines
connect with the principal border gateway and largest freight
exchange point between the U.S. and Mexico at Nuevo Laredo/Laredo
and serves three of the four principal seaports in Mexico.

Kansas City Southern had previously maintained a 49% voting
interest in Grupo TFM (TFM's parent company).  Now that it owns
100% of TFM, Kansas City Southern should be able to more fully
integrate its operations with those of TFM, thereby achieving
marketing and cost synergies over time.  Although Kansas City
Southern now influences the management of day-to-day operations at
TFM, the two companies have retained separate legal identities and
are continuing to finance their operations separately.

Two TFM-related issues were recently resolved: the long-running
value-added-tax dispute with the Mexican government and the put
option that the Mexican government could exercise to sell its
remaining ownership interest in Grupo TFM.  The matters were
resolved in a VAT for put swap agreement in September 2005.  No
cash payments were made by any party under the agreement.

Ratings are based on the expectation that credit protection
measures will improve at Kansas City Southern over the next two
years as a result of benefits from the integration of TFM and from
continuing healthy market fundamentals.  If the improvement
exceeds the levels factored into current ratings, the outlook
could be revised to positive.


KCMC CHILD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KCMC Child Development Corporation
        2104 East 18th Street
        Kansas City, Missouri 64108

Bankruptcy Case No.: 05-47403

Type of Business: The Debtor is a 34-year-old nonprofit
                  organization that provides early childhood
                  education and nutrition services to children
                  from low- and moderate-income families.
                  See http://www.kcmccdc.org/

Chapter 11 Petition Date: September 29, 2005

Court: Western District of Missouri

Debtor's Counsel: Bruce E. Strauss, Esq.
                  Merrick Baker Strauss
                  1044 Main Street, 7th Floor
                  Kansas City, Missouri 64105
                  Tel: (816) 221-8855
                  Fax: (816) 221-7886

Total Assets: $4,392,008

Total Debts:  $5,828,542

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kansas City MO School         HS Servs May              $798,633
District
1211 McGee
Kansas City, MO

Independent School District   Business debt:            $623,456
218 North Pleasant Avenue     HS Servs/May 2004
Independence, MO 64050        and HS Servs/ June
                              2004

SBC Smart Yellow Pages        Business debt              $24,999

De Lange Landen Financial     Business debt              $10,567
Services

Sysco of Kansas City          Food services              $10,182

Internal Revenue Service      0243736517 (/16/05)         $9,116
                              LTR 2645
                              43-0957914

American Express              Credit card                 $8,713
                              purchases/Kenneth
                              Spaulding

Blankinship Distributors,     Business debt               $6,335
Inc.

SBC                           Telephone service           $3,719

Stinson Morrison & Hecker     Legal services              $3,573
LLP

Overland Park Convention      Reservation                 $3,500
Center                        cancellation fee

United Way                    Pledge                      $3,291

Dell Financial                Business debt               $3,265

Citicorp Vendor Finance       Personal property           $2,945
Inc.                         (Fax machine) and
                              business debt

Ikon Office Soultions                                     $2,865

Sheraton Overland Park Hotel  Cancellation fee            $2,500

Canon                         Business debt               $2,236
d/b/a GE Capital Corporation

Ameritech Credit Corp.        Telephone service           $2,177

Missouri Department of Labor                              $1,698
Industrial

Scholastic Inc.                                           $1,200


KEY ENERGY: Default Spurs Noteholders' Valid Acceleration Notices
-----------------------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) received valid
acceleration notices from Cede & Co., acting at the request of
holders of $51.6 million in principal amount of the Company's
$150 million 6.375% Senior Notes due 2013.

As previously disclosed, holders of 25% or more of the outstanding
principal balance of the Notes have the right to accelerate the
Notes as a result of the Company's failure to file its Annual
Report on Form 10-K for the year ended Dec. 31, 2003, within the
periods permitted under the indenture, as amended.  The Company
previously received notices from Noteholders that were defective
in certain respects; the most recent notices cure these defects.
The Company expects to receive a formal demand for repayment of
the Notes from the indenture trustee, following which the Company
will repay the Notes.

                       Credit Facility

Also as previously disclosed, in July 2005 the Company obtained a
$547.25 million Senior Credit Facility, which includes a
$400 million seven-year Delayed Draw Term Loan B Facility.  The
Delayed Draw Term Loan B Facility is available to repay the 6.375%
Notes.  The Company anticipates that it will borrow $150 million
under this Facility to repay the outstanding principal of the
Notes promptly after demand is received from the trustee.  The
Company will also pay accrued interest on the Notes and the
indenture trustee's fees and expenses, which it will fund from
cash on hand.  At Sept. 26, 2005, cash and short term investments
totaled approximately $102 million.

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

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

                        *     *     *

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

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

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


KMART CORP: Objects to Dutch Farms' $2,311,710 Claim
----------------------------------------------------
Dutch Farms, Inc., a food service vendor of Kmart Corporation,
asserted, among others, Claim No. 13992 for $2,311,710 in Kmart's
Chapter 11 case.  Pursuant to an omnibus objection filed by
Kmart, Claim No. 13992 is Dutch Farms' sole remaining claim.

                       The Dutch Farms Claim

The Claim can be broken down into these categories:

   (a) Cheese Program

       Dutch Farms and Kmart entered into a Private Label Cheese
       Program.  Dutch Farms paid Kmart $500,000 up front for
       "slotting charges" or "rollout allowance" for the private
       label cheese business to continue for 18 months.  However,
       Kmart prematurely cancelled the Cheese Program after nine
       months.  Prior to the Petition Date, Kmart employee Al
       Abbood agreed to return $250,000 to Dutch Farms as a
       result of the cancellation.  The sum, however, was never
       paid to Dutch Farms.

   (b) Cheese Program and Private Label Packaging Agreement

       In addition to the slotting charges and pursuant to the
       Cheese Program and a separate Private Label Packaging
       Agreement, Kmart agreed to reimburse Dutch Farms for costs
       related to unused labels and artworks.  Kmart failed to
       reimburse $60,312 in aggregate costs.

   (c) F.A. Davis Unpaid Charges

       Kmart directed Dutch Farms to sell products to F.A. Davis
       and guaranteed collection.  F.A. Davis filed for
       bankruptcy and Dutch Farms is owed $48,251.

   (d) CPS and Coremark Charges

       CPS and Coremark charged Dutch Farms $49,196 in aggregate
       slotting charges for Big K Stores that Dutch Farms never
       agreed to pay.  Kmart agreed to reimburse Dutch Farms for
       the charges but failed to do so.

   (e) Unapproved Grocery Allowances

       Dutch Farms asserted a $365,478 claim on account of
       unauthorized grocery allowances charged to it.

   (f) Short Pays and Mispricing

       Kmart's Dairy Department was in charge of keying in Dutch
       Farms' price changes into the electronic ordering and
       payments system.  The changes could not be keyed in on
       Dutch Farms' side.  Consequently, Kmart owes Dutch Farms
       $356,387 on account of short pays and mispricing under the
       parties' ordering and payment system.

   (g) Accounts Receivable

       The transactions between the parties itemize goods sold
       and delivered to Kmart on account with a balance due.  The
       accounts receivable total $1,314,709.

Dutch Farms' claim for unpaid accounts receivable, short pays, and
mispricing are claims under Class 5 pursuant to Kmart's Plan of
Reorganization.

                     Kmart's Omnibus Objection

On March 15, 2004, Kmart filed an Objection to Dutch Farms'
Claim.  Kmart asked the Court to expunge the Claim because "the
Critical Vendor Claims have been paid by Kmart."

In its response, Dutch Farms clarified that it has not been paid
and explained that the $100,000 Critical Vendor Payment it
received immediately after the Petition Date represents only a
partial payment of the Claim and a set-off against the
distribution to which Dutch Farms is entitled under the Plan.
Dutch Farms has not received any distributions under the Plan.

                   Kmart's Adversary Complaint

On January 26, 2004, Kmart filed an adversary proceeding seeking
to recover the Critical Vendor Payment.  Dutch Farms tendered a
return of the $100,000 sought in the adversary proceeding.

Dutch Farms contends that it has made several attempts to resolve
its Claim with Kmart.  However, Kmart said it will not proceed
with the reconciliation because of the pending Adversary
Proceeding.

The $100,000 Critical Vendor Payment has already been deducted
from the Claim.

                    Dutch Farms Seek Allowance

Dutch Farms has asked the Court to allow its Claim.  In the
alternative, Dutch Farms asked the Court to send Kmart's objection
to ADR.  Dutch Farms also wants Kmart's objection consolidated
with the Adversary Proceeding.

In response, Kmart argued that the Court should continue Dutch
Farms' request for allowance to the next omnibus hearing at which
time Kmart will report on the status of critical vendor litigation
against Dutch farms.

              Parties File Joint Pretrial Statement

Kmart and Dutch Farms submitted with the Court their joint
pretrial statement in connection with the hearing on Dutch Farms'
Claim.

Kmart says it does not object to the $300,000 portion of the
Claim related to the termination of the Private Label Cheese
Program.  That portion includes a return of $250,000 or half of
the slotting charges and about $49,000 for unused labels and
outwork.  Kmart believes that the Claim should be classified as a
Class 6 claim.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, tells the Court that Dutch
Farms did not pay Kmart for the $365,478 claimed for "Grocery
Allowances."  Kmart issued the allowances for promotions in 2000.
Fleming Companies, Inc., offset the allowances against a payment
it made to Dutch Farms for non-Kmart business.  If Dutch Farms has
a claim relating to the Grocery Allowances, the claim should be
asserted against Fleming and not Kmart.

Kmart objects to the other remaining portions of the Claim on the
grounds that they lack supporting documentation.  Kmart demands
that Dutch Farms prove up those portions of the Claim.

The parties identified the contested issues of fact and law, which
the Court needs to address:

   * Whether Dutch Farms' Claim should be allowed in whole or in
     part;

   * In what amount should Dutch Farms' Claim be allowed;

   * Whether Dutch Farms' claims relating to the cancellation of
     the Cheese Program, Private Label Packaging Agreement, F.A.
     Davis, and slotting payments made to distributors are Class
     5 or Class 6 claims under Kmart's Plan;

   * Whether Kmart has any liability for losses Dutch Farms
     incurred in doing business with F.A. Davis;

   * Whether Kmart has any liability for slotting fees and
     similar charges paid by Dutch Farms to distributors;

   * Whether Kmart has any liability for Grocery Allowances that
     relate to Kmart businesses but that were charged by Fleming
     against Dutch Farms;

   * Whether Dutch Farms can prove up its claim for short pays;
     and

   * Whether Dutch Farms can prove up its claim for open
     invoices.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: SEC Settles Charges Against Four Former Execs
---------------------------------------------------------
The U.S. Securities and Exchange Commission filed civil charges
against four former officers of Kmart Corporation and Kmart major
vendor, Newell Rubbermaid, Inc. with the United States District
Court for the Eastern District of Michigan:

  (1) David P. Levine, vice president of Kmart's Do-It-Yourself
      division from April 1997 to July 2002;

  (2) Michael W. Spake, buyer in Kmart's Home Storage division
      from April 1997 to July 2002;

  (3) Barry S. Berlin, director of sales at Rubbermaid Home
      Products, a division of Newell Rubbermaid, for the
      Kmart account from June 1999 through March 2002; and

  (4) Douglas J. Ely, former national account manager at Newell
      Rubbermaid for the Kmart account.

In its complaint, the SEC alleged that Mr. Spake and Mr. Levin
caused Kmart to issue materially overstated financial statements
by improperly accounting for millions of dollars worth of vendor
allowances, which Kmart obtained from various vendors for
promotional and marketing activities.  Messrs. Berlin and Ely
participated in the violations by co-signing false and misleading
accounting documents.

William H. Kuehnle, Esq., in Washington D.C., notes that Kmart's
net income for the fourth quarter and fiscal year ended Jan. 31,
2001, was overstated by approximately $4.8 million in the
originally reported financial statements.

Kmart restated its financial statements after filing for
bankruptcy to correct the accounting errors.

The Defendants made offers of settlement to the SEC.

On the basis of its acceptance of the Offers, the SEC instituted
administrative proceedings against the Defendants.  Consequently,
the SEC found that the Defendants have violated Rule 13b2-1 of the
Securities Exchange Act and caused Kmart's violation of
Sections 13(a) of the Exchange Act.

Accordingly, the SEC orders the Defendants to cease and desist
from committing or causing any violations and any future
violations of the anti-fraud and reporting provisions of the
Exchange Act.  The SEC imposes civil penalties of $35,000 for Mr.
Levine, $30,000 for Mr. Berlin, and $25,000 for Mr. Ely.  Mr.
Spake, however, was not fined.

Without denying or admitting the findings, the Defendants consent
to the Administrative Orders and agree to pay the civil penalties
in connection with the SEC Civil Action.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MASTR ASSET: Fitch Puts BB Rating on $5.5 Mil. Class M10 Certs.
---------------------------------------------------------------
Fitch has rated the MASTR Asset Backed Securities Trust, mortgage
pass-through certificates, series 2005-WF1, mortgage pass-through
certificates:

     -- $795.5 million classes A-1A, A-2A, A-2B, A-2C, and A-2D
        'AAA';

     -- $23.9 million class M1 'AA+';

     -- $21.1 million class M2 'AA';

     -- $14.2 million class M3 'AA-';

     -- $10.6 million class M4 'A+';

     -- $10.6 million class M5 'A';

     -- $9.6 million class M6 'A-';

     -- $7.8 million class M7 'BBB+';

     -- $6.4 million class M8 'BBB';

     -- $9.1 million class M9 'BBB-'

     -- $5.5 million class M10 'BB'.

The 'AAA' rating on the senior certificates reflects the 13.45%
total credit enhancement provided by the 2.60% class M1, the 2.30%
class M2, the 1.55% class M3, the 1.15% class M4, the 1.15% class
M5, the 1.05% class M6, the 0.85% class M7, the 0.70% class M8,
the 1.00% class M9, the 0.60% class M10, and the 0.50% initial
overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, and the integrity of the transaction's legal structure
as well as the capabilities of Wells Fargo Bank, N.A., as
servicer, rated 'RPS1' by Fitch. U.S. Bank National Association is
the trustee.

The certificates are supported by two collateral groups.  The
mortgage loans consist of 6,097 first and second lien (2.12%)
adjustable-rate and fixed-rate, fully amortizing and balloon,
mortgage loans.  The mortgage balance as of the cut-off date
(Sept. 1, 2005) was $919,147,645. Approximately 28.26% of the
mortgage loans are fixed-rate mortgage loans and 71.74% are
adjustable-rate mortgage loans.  The weighted average loan rate is
approximately 6.811%.  The weighted average remaining term to
maturity is 346 months.  The average principal balance of the
loans is approximately $150,754.  The weighted average original
loan-to-value ratio is 79.85%.  The properties are primarily
located in California (15.78%), Florida (9.52%), and Maryland
(8.18 %).

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 releases 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, and 'Fitch
Revises RMBS Guidelines for Antipredatory Lending Laws,' dated
Feb. 23, 2005, available on the Fitch Ratings web site at
http://www.fitchratings.com/

The depositor, Mortgage Asset Securities Transactions, Inc.,
assigned to the trust fund loan-level primary mortgage insurance
policies provided by Mortgage Guaranty Insurance Corporation, PMI
Mortgage Insurance Co., Republic Mortgage Insurance Corp., Radian
Guaranty Inc., Triad Guaranty, AMIC, and United Guaranty
Residential Insurance Company.  Approximately 96% of the mortgage
loans with OLTVs greater than 80% are covered.

All of the mortgage loans were purchased by the depositor from UBS
Real Estate Securities Inc.

The trust fund will make elections to treat some of its assets as
one or more real estate mortgage investment conduits for federal
income tax purposes.


MERIDIAN AUTOMOTIVE: Panel Wants Sanchez-DeVanny as Mexico Counsel
------------------------------------------------------------------
Christopher S. Sontchi, Esq., at Ashby & Geddes, P.A., in
Wilmington, Delaware, relates that on Aug. 26, 2005, the
Official Committee of Unsecured Creditors of Meridian Automotive
Systems-Composites, Inc., filed a complaint for the avoidance of
liens and claims and related declaratory relief against Credit
Suisse First Boston, as agent, and certain additional lenders
that were party to the First Lien Credit Agreement and the Second
Lien Credit Agreement, both dated April 28, 2004.  The Complaint
seeks a declaratory judgment that the First Lien Lenders and the
Second Lien Lenders do not have valid, perfected and enforceable
security interests in the capital stock of MASI's Mexican
subsidiaries as well as certain of the MASI's assets in Mexico.

By this application, the Committee seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to retain Sanchez-
DeVanny Eseverri, S.C., as special Mexico counsel, effective as of
Aug. 30, 2005, to assist the Committee's counsel with prosecuting
the Adversary Proceeding with respect to the Mexican Assets.

The Committee believes that SDE is well qualified to represent it
in the Adversary Proceeding because the firm has substantial
experience in civil and commercial litigations in Mexico.

SDE will be paid in accordance with its ordinary and customary
hourly rates:

      Senior Partner                    $300
      Partner                           $215
      Associate                         $150
      Paralegal/Clerk                    $60

The Debtors will also reimburse SDE for all costs and expenses
reasonably incurred in connection with its services.

Ana Laura Mendez, Esq., a partner at SDE, assures the Court that
the firm:

   -- is disinterested within the meaning of Section 101(14) of
      the Bankruptcy Code;

   -- does not represent or hold an interest that is adverse to
      the Debtors with respect to the matters on which the firm
      is employed; and

   -- does not have any material connections with the Debtors,
      their officers, affiliates, creditors or any other
      parties-in-interest.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Has Until Jan. 25 to Decide on Leases
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, Meridian Automotive Systems, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to further extend the deadline within which they must
assume, assume and assign or reject unexpired non-residential real
property leases, through and including Jan. 25, 2006, without
prejudice to their right to seek further extensions for cause.

                        Ford Land Objects

Christina M. Thompson, Esq., at Connolly Bove Lodge & Hutz LLP,
in Wilmington, Delaware, argues that the Debtors' request would
give rise to substantial economic loss to Form Motor Land
Development Corporation and with no corresponding benefit to the
Debtors.

Ford Land is the landlord of an office space occupied by Meridian
Automotive Systems-Composites Operations, Inc., in Dearborn,
Michigan, under a lease that expired on April 1, 2005, Ms.
Thompson relates.  The Property is not utilized for manufacturing
purposes.

Pursuant to two amendments to the Ford Land Lease, Meridian
Automotive has been permitted to stay in the Property premises on
a month-to-month basis.  Meridian Automotive continues to occupy
the Property.

However, Ford Land has advised Meridian Automotive that it must
cease occupancy of the Property on or before March 1, 2006, to
permit leasing of the Property to a long-term tenant, Ms.
Thompson tells the Court.

According to Ms. Thompson, Ford Land will not extend a long-term
lease to Meridian Automotive for the Property.  Instead, Ford
Land proposes to relocate Meridian Automotive's offices to
another Ford Land property, which has been deemed consistent with
Meridian Automotive space needs and cost-savings efforts.

The move would not require Meridian Automotive to incur any up
front costs since transfer or moving costs would be incorporated
into the lease rate, Ms. Thompson explains.

"Extension of what is, at most, a month-to-month right to
occupancy, especially in light of the offer by Ford Land to
relocate the Debtor to [a] less expensive space, when contrasted
with the economic detriment to Ford Land and the substantial
benefit to the Debtor, is not in the best interest of the Debtor
or its estate," Ms. Thompson asserts.

"Permitting extension of the time to assume or reject (without
conceding that a Lease exists to assume or reject) under these
facts would be an abuse of discretion and not an exercise of
prudent business judgment," Ms. Thompson maintains.

                           Court Order

Judge Walrath extends the deadline within which the Debtors must
assume or reject the unexpired non-residential real property
leases to Jan. 25, 2005.

Judge Walrath will hold a hearing on Oct. 17, 2005, to
consider the Debtors' request solely with respect to that certain
lease dated Dec. 22, 1999, as amended, between Meridian
Automotive Systems, Inc., and Ford Motor Land Development
Corporation.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Proofs of Claims Must be Filed by Dec. 1
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, Meridian Automotive Systems, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to establish Dec. 1, 2005, as the last day for filing
written proofs of claim on account of prepetition claims.

                           Court Order

Judge Walrath approves the Debtors' request.  The Court
authorizes International Union, UAW and its Local Unions 36, 174,
3034 and 1766, to file omnibus proofs of claim on behalf of UAW
and all UAW-represented persons.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MICROISLET INC: Files Tardy SEC Reports & AMEX Compliance Restored
------------------------------------------------------------------
MicroIslet, Inc. (Amex: MII) filed with the Securities and
Exchange Commission its amended annual report on Form 10-KSB for
the 2004 fiscal year, its amended quarterly report on Form 10-QSB
for the first quarter of fiscal 2005, and its quarterly report on
Form 10-QSB for the period ended June 30, 2005.

MicroIslet believes that Wednesday's filing of the Form 10-QSB for
the period ended June 30, 2005, constitutes full compliance with
the American Stock Exchange continuing listing standards and
completion of the plan of compliance submitted to the Amex on
Sept. 6, 2005.  MicroIslet had been out of compliance with the
Amex requirements of Sections 134, 1003(d) and 1101 of the Amex
Company Guide for the company's failure to file its Form 10-QSB
for the period ended June 30, 2005, with the Securities and
Exchange Commission.  MicroIslet anticipates notification of
regained compliance from Amex shortly.

                 Second Quarter Financials

For the quarter ended June 30, 2005, the company reported a net
loss of $1,934,061 or $0.05 per share compared with a net loss of
$1,721,776, for the same period in 2004.  Net loss was $3,934,304
for the six months ended June 30, 2005, compared with a net loss
of $3,372,905 for the same period in 2004.

Weighted-average common shares outstanding for the quarters ended
June 30, 2005 and 2004 were 39.9 million and 39 million,
respectively.  The results for the 2004 period were restated to
correct errors in the accounting treatment for certain non-cash
expenses relating to warrants issued to service providers in 2004.

General and administrative expenses decreased to $645,766 for the
three months ended June 30, 2005, compared to $1,283,016 for the
same period in 2004, and decreased to $1,278,373 for the six
months ended June 30, 2005 compared to $2,293,576 for the same
period in 2004.  The decrease was primarily due to lower investor
relations expenses offset by an increase in legal expenses.

Research and development expenses increased to $1,326,902 for the
three months ended June 30, 2005, from $464,553 in the same period
in 2004, and increased to $2,730,699 for the six months ended
June 30, 2005 from $1,111,650 in the same period in 2004.  These
increases were due mainly to an increase in headcount for lab
personnel, the company's partnership with the Mayo Foundation, and
materials and services relating to testing of the company's
technology in animals.

                     Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
its amended financial statements for the fiscal year ended
Dec. 31, 2004.  The going concern qualification resulted from the
Company's need to raise additional capital to continue operations
at present levels beyond March 2006.  MicroIslet said it is taking
appropriate measures to secure additional working capital for
sustaining operations beyond March 2006.

MicroIslet Inc. -- http://www.microislet.com/-- is a
biotechnology company engaged in the research, development, and
commercialization of patented technologies in the field of
transplantation therapy for people with insulin-dependent
diabetes.  MicroIslet's patented islet transplantation technology
includes methods for isolating, culturing, cryopreservation, and
immuno-protection (microencapsulation) of islet cells.  MicroIslet
is working to develop and commercialize a first product, called
MicroIslet-P(TM), a microencapsulated porcine islet cell
suspension that will be used for transplantation in patients with
insulin-dependent diabetes.


MIRANT CORP: U.S. Bank Wants to Propose Ch. 11 Plan for MirMA
-------------------------------------------------------------
U.S. Bank, National Association, as lease indenture and pass-
through trustee, and 24 Owner Lessors believe that Mirant
Corporation and its debtor-affiliates are no longer pursuing its
original Plan of Reorganization, and the exclusive period has
terminated.

The 24 Owner Lessors are:

    * Morgantown OL1 LLC, Morgantown OL2 LLC, Morgantown OL3 LLC,
      Morgantown OL4 LLC, Morgantown OL5 LLC, Morgantown OL6 LLC,
      Morgantown OL7 LLC,

    * Dickerson OL1 LLC, Dickerson OL2 LLC, Dickerson OL3 LLC,
      Dickerson OL4 LLC,

    * SEMA OP1 LLC, SEMA OP2 LLC, SEMA OP3 LLC, SEMA OP4 LLC,
      SEMA OP5 LLC, SEMA OP6 LLC, SEMA OP7 LLC, SEMA OP8 LLC,
      SEMA OP9 LLC,

    * Steamed Crab Partners, L.P.

    * Steam Heat LLC,

    * First Chicago Leasing Corporation, and

    * Bankers Commercial Corporation.

Kristian W. Gluck, Esq., at Fulbright & Jaworksi, L.L.P., in
Dallas, Texas, notes that by a March 20, 2005 Court Order, the
exclusive period was extended so long as the Debtors were
pursuing the proposed plan of reorganization that was originally
filed in 2004.

The Debtors filed a new joint plan of reorganization on
Sept. 22, 2005.

The Debtors' New Plan appears to ensure that Debtor
Mirant Mid-Atlantic, LLC, will continue to remain in chapter 11
for an extended period, Mr. Gluck observes.

Mr. Gluck points out that the New Plan:

    (a) leaves creditors impaired, and so it cannot be confirmed
        absent voting.  Voting cannot occur absent approval of a
        disclosure statement and solicitation.  In MirMA's case,
        all of that will lead to unnecessary delay and expense;

    (b) proposes that MirMA's leasehold interests be treated in a
        manner wholly contrary to Section 365 of the Bankruptcy
        Code.  Its provisions contemplate, inter alia:

        * a sham assignment of the leases, apparently without
          consideration; and

        * elimination of substantive lease terms, none of which is
          in default or even projected to be, and each of which is
          designed for the sole purpose of providing assurances
          that the lessee has adequate funds to make the lease
          payments;

    (c) contemplates that holders of allowed unsecured claims
        would not receive full payment in cash of their claims.
        This is expected to lead to substantial issues at
        confirmation.

"The New Plan proposes a set of arrangements, particularly in
MirMA's case, that will consume many months and many hundreds of
thousands, if not, millions of dollars in cost," Mr. Gluck says.

U.S. Bank, et al., believe that there is a much better and
simpler alternative available in MirMA's case.  Accordingly, U.S.
Bank, et al., have prepared a simple plan of reorganization that
can be confirmed much more efficiently and economically than
would the New Plan.

A full-text copy of U.S. Bank, et al.'s proposed MirMA plan is
available for free at http://ResearchArchives.com/t/s?1fe

Mr. Gluck asserts that U.S. Bank, et al.'s proposed Plan for
MirMA:

    (a) can be confirmed more expeditiously and economically.  It
        requires no disclosure statement and involves no disputes
        over voting, cramdown, best interests, legality,
        permissibility, valuation, or the like;

    (b) is the best possible plan because it leaves every creditor
        and interest holder unimpaired;

    (c) ensures that MirMA, as lessee, retains the valuable
        Morgantown and Dickerson leases, which is a critical
        component to the future success of the Mirant enterprise;
        and

    (d) will complement the confirmation of a consensual plan of
        reorganization for all of the other Mirant cases, and will
        greatly reduce the combined expense of that process.

Thus, U.S. Bank, et al., ask the Court to deem their proposed
MirMA Plan as filed as exclusivity has terminated, and promptly
schedule a confirmation hearing for that plan.

In the alternative, if the Court finds that the Exclusive Period
has not yet terminated, U.S. Bank, et al., ask the Court to
terminate exclusivity as to MirMA and proceed to confirmation of
U.S. Bank's proposed plan.

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: Court Okays Bid Procedures for Washington Unit Sale
----------------------------------------------------------------
Mirant Corporation and Mint Farm Generation, LLC, and their
affiliated debtors sought and obtained an order from U.S.
Bankruptcy Court for the Northern District of Texas establishing
the bidding procedures for the proposed sale of the Debtors'
electric generating power facility in Longview, Washington.

                          Bid Procedures

Only qualified bidders may submit bids for the Facility and
related assets or otherwise participate in the Auction.
Qualified Bidders are those entities that have delivered:

    (a) an executed confidentiality agreement in form and
        substance satisfactory to the Debtors, in their sole
        discretion;

    (b) financial disclosure acceptable to, and as requested by,
        the Debtors, in their sole discretion, which information
        will demonstrate the financial capability of the potential
        bidder to consummate the purchase of the Purchased Assets,
        and to provide "adequate assurance of future performance,"
        within the meaning of Section 365(f)(2)(B) of the
        Bankruptcy Code, of contracts to be assumed, should the
        potential bidder be the Successful Bidder, including, but
        not limited to, immediately available cash, or a binding
        commitment for financing, adequate to pay no less than
        $20,000,000 at a Closing;

    (c) evidence that the potential bidder has the necessary
        internal authorizations and approvals necessary to engage
        in the transaction without the consent of any entity that
        has not already been obtained; and

    (d) a cashier's check made payable to White & Case LLP, or
        cash, in the amount of the Deposit -- $1,720,000.

Any Qualified Bidder who desires to make a competing offer for
the Purchased Assets must submit a written copy of its bid to the
Debtors.  To constitute a qualified competing bid, the bid must
satisfy each of these requirements, which must be received on or
before Oct. 13, 2005, at 4:00 p.m.:

    (a) The bid must include an executed definitive asset purchase
        agreement made on terms and conditions substantially
        similar to those contained in the Agreement, including the
        scope of the Purchased Assets and Assumed Liabilities,
        which will be no less economically favorable to the Seller
        and must be accompanied by a form of the Agreement that
        specifically provides for those amendments and
        modifications to the Agreement, including price, terms,
        agreements to be assumed, and liabilities not to be
        assumed, which the bidder would propose if it were
        selected as the Successful Bidder.  All modifications
        or amendments to the Agreement that are contained in the
        Marked Agreement must be "red lined" to be enforceable
        against the Seller;

    (b) The Marked Agreement for the initial overbids must provide
        for total net consideration to the Seller's estate of not
        less than an amount equal to the sum of $18,216,000, which
        will include the Purchase Price, the Buyer Break-up Fee,
        the Buyer Expense Reimbursement, and $250,000 exclusive of
        any post-closing adjustments that do not guarantee
        additional consideration to the Seller's estate;

    (c) The Marked Agreement must not be conditioned on the
        ability of the bidder to obtain financing or the outcome
        of unperformed due diligence by the bidder; provided,
        however, that a bid may be subject to the confirmation of
        the accuracy and completeness of the specified
        representations and warranties in all material respects at
        the closing of the Asset Sale or the satisfaction of
        specified conditions in all material respects at the
        closing of the Asset Sale.  None of those conditions will
        be materially more burdensome or unfavorable to the Seller
        than those provided in the Agreement; and

    (d) The Marked Agreement must be accompanied by a letter
        that:

           (1) provides for the identity of the bidder, the
               contact information for the bidder, and full
               disclosure of any affiliates or insiders of the
               Debtors involved in the bid;

           (2) states that the bidder offers to purchase the
               Purchased Assets on the terms and conditions of
               the Marked Agreement;

           (3) summarizes the proposed consideration that the
               bidder proposes to pay under the Marked Agreement;

           (4) states the aggregate value of the consideration the
               bidder proposes to pay under the Marked Agreement;
               and

           (5) states the form of the Deposit made by the bidder.

                             Auction

If the Debtors receive a Qualified Bid, the Debtors will conduct
an Auction at 10:30 a.m., Prevailing Central Time, on Oct. 17,
2005, at the Fort Worth offices of Haynes and Boone, LLP, at 201
Main St., Suite 2200, in Fort Worth, Texas, or any other place as
the Debtors may designate.

Bidding at the Auction will commence with the highest or
otherwise best bid for the Purchased Assets and continue in
increments of not less than $250,000, until all parties have made
their final offers.

At the Auction, the Debtors will:

    (a) review each Qualified Bid or Increased bid on the basis of
        financial and contractual terms and the factors relevant
        to the sale process, including those factors affecting the
        speed and certainty of consummating the Asset Sale and any
        obligations of the Debtors with respect to the Bid
        Protections; and

    (b) identify, in their reasonable discretion, which Qualified
        Bid or Increased Bid constitutes the highest or otherwise
        best bid for the Purchased Assets at the Auction.  A
        Qualified Bidder making the bid that is selected as the
        highest or otherwise best by the Debtors will be
        considered the "Successful Bidder."

At the conclusion of the Auction and after review and
consideration, the Debtors will inform each of the Qualified
Bidders of the decision regarding who is a Successful Bidder.  If
for any reason a Successful Bidder fails to consummate the Asset
Sale, the Debtors reserve the right to consummate the Asset Sale
with the offeror of the second highest or otherwise best bid.

                          Notice of Sale

The Debtors have served the Sale Motion, including all exhibits,
to several parties-in-interests.  The Debtors will also publish a
notice of the proposed Asset Sale, Auction, and Sale Hearing,
once, in The New York Times National Edition and in The Daily
News of Longview, Washington.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOUNTAIN TERRACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mountain Terrace Baptist Church
        2424 St. Elmo Avenue
        Memphis, Tennessee 38127

Bankruptcy Case No.: 05-35555

Chapter 11 Petition Date: September 28, 2005

Court: Western District of Tennessee (Memphis)

Judge: William Houston Brown

Debtor's Counsel: William Anthony Helm, Esq.
                  Law Office of William Anthony Helm
                  100 North Main Street, Suite 3201
                  Memphis, Tennessee 38103
                  Tel: (901) 526-1676
                  Fax: (901) 526-4855

Estimated Assets: $1 Million to $10 Million

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

The Debtor does not have Unsecured Creditors who are not insiders.


NEIMAN MARCUS: Newton Acquisition Issues $1.2 Bil. of Merger Bonds
------------------------------------------------------------------
Newton Acquisition Merger Sub, Inc., entered into an agreement to
sell $700 million principal amount of 9% senior notes due 2015 and
$500 million principal amount of 10.375% senior subordinated notes
due 2015, in connection with the definitive merger agreement with
The Neiman Marcus Group, Inc.

Newton Acquisition was formed by investment funds associated with
Texas Pacific Group and Warburg Pincus LLC, for the purpose of
merging with and into Neiman Marcus, with Neiman Marcus continuing
as the surviving corporation.  As a result of the Merger,
investment funds associated with or designated by the Sponsors,
certain co-investors and certain members of Neiman Marcus'
management will own Neiman Marcus.

Newton Acquisition will use the net proceeds from the offering of
the Notes, together with the expected proceeds from a new
$1.975 billion senior secured term loan facility, certain drawings
under a new $600 million asset-based revolving credit facility,
equity financing and cash on hand of Neiman Marcus, to consummate
the Merger.  The offering of the Notes and the Merger are expected
to close on or about Oct. 6, 2005, subject to the satisfaction or
waiver of closing conditions.

The Notes will be sold only to qualified institutional buyers in
reliance on Rule 144A and outside the United States to non-U.S.
persons in reliance on Regulation S.  The Notes have not and will
not be registered under the Securities Act of 1933, as amended,
and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

The Neiman Marcus Group, Inc. -- http://www.neimanmarcusgroup.com/
-- operations include the Specialty Retail Stores segment and the
Direct Marketing segment.  The Specialty Retail Stores segment
consists primarily of Neiman Marcus and Bergdorf Goodman stores.
The Direct Marketing segment conducts both print catalog and
online operations under the Neiman Marcus, Horchow and Bergdorf
Goodman brand names.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Fitch Ratings has assigned prospective ratings to the bank
facilities and notes being issued by The Neiman Marcus Group,
Inc.:

    -- Issuer default rating (IDR) 'B-';
    -- $600 million secured revolving credit facility 'BB-/R1';
    -- $1 billion secured term loan facility 'B/R3';
    -- $850 million secured notes 'B/R3';
    -- $750 million senior unsecured notes 'CCC+/R5';
    -- $575 million senior subordinated notes 'CCC/R6'.

Fitch has also assigned a rating of 'B/R3' to NMG's $125 million
of 7.125% debentures due 2028.  Fitch said the rating outlook is
stable.


NEWPAGE CORP: Moody's Affirms Junks Sr. Sub. Notes' Junk Rating
---------------------------------------------------------------
Moody's Investors Service affirmed NewPage Corporation's
Speculative Grade Liquidity rating as SGL-2, indicating good
liquidity.  At the same time, Moody's affirmed NewPage's B2
corporate family, B1 senior secured, B3 senior unsecured, and Caa2
subordinated debt ratings.  While the rating action affirmed all
ratings at their existing level, Moody's notes that pricing for
the company's core product, coated paper, has recently exhibited
significant softness.

After gradually increasing through 2004 and 2005, benchmark No. 3
60-lb coated woodfree paper prices declined by $20/ton in
September.  Similar unexpected pricing declines were observed for
No. 5 35-lb coated mechanical paper.  It is not however, clear
that this softness is more than temporal, and Moody's has not
changed its view of normalized commodity pricing, nor has it
revised its view of NewPage's average long term performance.
Accordingly, the outlook continues to be stable.  However, in the
event market conditions persist or deteriorate further, and
especially if near term debt repayment is affected, the ratings
and outlook may need to be revisited.

Ratings Affirmed:

   * Speculative Grade Liquidity Rating: SGL-2
   * Corporate Family Rating: B2
   * Senior secured term loan due 2011: B1
   * Second lien senior secured notes due 2012: B3
   * Senior subordinated notes due 2013: Caa2

Outlook: Stable

NewPage's SGL-2 rating continues to result from:

   * a combination of good third-party liquidity available under
     its credit facility;

   * expectations of positive free cash flow over the rolling
     forward four quarter SGL time horizon; and

   * expectations that financial covenants will not limit access
     to the credit facility.

While Moody's is expecting positive free cash flow, recent
commodity pricing may pressure free cash flow generation.  This
may constrain liquidity and, as well, cause earlier estimates of
debt reduction to be revised downwards.  This may cause pressure
on both the outlook and ratings.

At June 30, NewPage had some $145 million of unused availability
under its 5-year committed $350 million credit facility.  The
company's revolving credit facility is structured with the
following conditional financial covenants that are effective when
unused capacity plus excess cash is below $40 million for 10
consecutive business days:

   a) minimum interest coverage of 2.0 (steps up after fourth
      quarter of 2006);

   b) fixed charge coverage of greater than 1.0;

   c) maximum senior leverage of 3.0 (steps down after the first
      quarter of 2006); and

   d) total leverage of 6.0 (steps down after the first quarter
      of 2006).

Despite concerns that NewPage's free cash flow may be reduced from
earlier estimated levels, covenant compliance is not expected to
be problematic owing to relatively minimal drawings.  While there
are standard cash sweep provisions in the company's term loan,
these are predicated on free cash flow availability and will not
constrain liquidity.  Similarly, with a surplus pension funding
position and no near term debt maturities, non-operating uses of
cash are limited.

NewPage's B2 corporate family rating results primarily from its
very high financial leverage.  With over 80% of production
capacity in the coated paper segment, NewPage's product line
diversification is quite low.  This line of business has been, and
is expected to continue to be, characterized by relatively
volatile pricing and cash flow.  As advertising patterns continue
to evolve and become increasingly segmented, future demand and
pricing are uncertain.

Longer term, the company is vulnerable to increased competition
from other North American paper manufacturers converting existing
uncoated paper-making capacity.  In the event of a strengthening
US dollar, the company is potentially vulnerable to offshore
competition.  The company's pulp and its uncoated woodfree paper
operations are small and not likely to be very profitable.
Similarly, the company's carbonless paper business is in decline
and will require repositioning over time.

In addition, profit margin suppression from elevated costs for
fiber, energy, chemicals and labor is anticipated to remain for
the foreseeable future.  Coated paper pricing has recovered from a
prolonged trough and even though the current pricing environment
is soft, pricing is expected to remain above trough levels for the
next several quarters.  This is supported by the weakened US
dollar, which effectively shelters the North American coated paper
market from most offshore competitors and has allowed pricing to
increase.  At current rates of exchange, the delivered cost
profile appears to be reasonably competitive on an aggregate
basis.  Lastly, the company has good liquidity arrangements.

While the recently observed softness in coated paper will reduce
near term free cash flow, it is not yet clear that this is more
than a temporal influence.  Moody's has not changed its view of
normalized commodity pricing, nor has it revised its view of
NewPage's average long term or "normalized" performance.
Accordingly, the outlook continues to be stable.  As noted above
however, this may change should current pricing conditions persist
or deteriorate further such that near term debt repayment is
adversely affected.

The B2 corporate family rating is predicated on near term debt
reduction.  Until that occurs, a ratings upgrade is not likely,
but may be considered in the event expectations for normalized
Retained Cash Flow-to-Total Adjusted Debt exceed 10%, with the
commensurate (RCF-CapEx)/TD measure exceeding 5%.

Conversely, in the event it is confirmed that market conditions
preclude meaningful near term debt reduction, a downgrade becomes
more likely.  A downgrade would also result from debt-financed
acquisition activity or a significant deterioration of liquidity.
Key credit metrics for a downgrade are normalized Retained Cash
Flow-to-Total Adjusted Debt declining towards 5%, with the
commensurate (RCF-CapEx)/TD measure declining towards 1%.

Headquartered in Dayton, Ohio, NewPage is an integrated producer
of coated publication papers, and also produces:

   * carbonless papers,
   * uncoated woodfree papers, and
   * market pulp.


NORTHWEST AIRLINES: Wants Existing Business Forms Unchanged
-----------------------------------------------------------
In the ordinary course of their businesses, Northwest Airlines
Corporation and its debtor-affiliates use a variety of checks and
other business forms, including purchase orders and invoices.

By virtue of the nature and scope of the businesses in which the
Debtors are engaged, and the numerous suppliers of goods and
services and numerous other parties with whom the Debtors deal,
Neal S. Cohen, executive vice president and chief financial
officer of Northwest Airlines Corporation, says the Debtors need
to continue using existing business forms without alteration or
change.

Mr. Cohen explains that parties doing business with the Debtors
undoubtedly will be aware, as a result of the size of these
cases, of the Debtors' status as chapter 11 debtors in
possession.  Changing correspondence and business forms would be
unnecessary and burdensome to the estates, as well as expensive
and disruptive to the Debtors' business operations.

However, to avoid breaching a requirement of the United States
Trustee that the Debtors' postpetition checks and business forms
contain the legend "debtor in possession" or a so-called "debtor
in possession number," the Debtors sought and obtained the
Court's authority to maintain and continue using existing
business forms, without reference to their status as debtors-in-
possession.

However, Judge Gropper directs the Debtors to label their checks
with "debtor in possession", "DIP", or another similar legend as
soon as practicable.

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 Maintenance & Service Providers
----------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates want
authority to promptly pay prepetition debts to
maintenance and service providers, suppliers, contractors,
subcontractors, shippers and mechanics in satisfaction of
perfected or potential mechanics', materialmen's or similar liens
or interests.

A. Outside Maintenance & Service Providers

The Debtors are required to perform significant maintenance and
overhaul work to maintain their fleet of aircraft properly and
safely and in accordance with the regulations of the Federal
Aviation Administration.  Although the Debtors perform a large
part of their aircraft maintenance and repair work with their own
personnel, the Debtors also rely on outside mechanics and
repairmen to perform a material part of their aircraft, engine
and other equipment maintenance and repair work.  The Debtors
also have relationships with other non-aircraft related service
providers.

Certain of the Debtors' Outside Maintenance and Service Providers
perform maintenance and repair work (a) pursuant to ongoing
maintenance and service contracts or (b) on a credit basis with
the subsequent delivery of invoices to the Debtors.

Some of the Outside Maintenance and Service Providers provide
"on-call" maintenance and repair services at various destinations
enabling the Debtors to avoid maintaining complete repair
facilities and employing mechanics at every destination city.  As
part of their maintenance and repair work, the Outside
Maintenance and Service Providers also supply or sell certain
aircraft component parts, most of which are replacement parts, to
the Debtors.

B. Shippers

The Debtors use domestic and foreign commercial common carriers,
road feeder services, movers, shippers, freight forwarders/
consolidators, delivery services, customs brokers and certain
other third-party service providers to ship, transport, store,
move through customs and deliver goods through established
national and international distribution networks.  Payments to
Shippers, include, but are not limited to, any related taxes and
custom duties.

The Debtors rely extensively on the Shippers to transport parts,
goods and packages to and from third parties.  The services
provided by the Shippers, therefore, are critical to the day-to-
day operations of the Debtors.

C. Contractors

The Debtors rely on contractors, subcontractors and professional
service firms to perform construction, maintenance and repairs at
their various facilities.

In some instances the Debtors oversee certain construction
projects on behalf of other parties like airports.  In these
instances, the Debtors manage and monitor the construction
process and either act as a conduit for the remittance of
payments to Contractors or otherwise arrange for payments to be
made to Contractors, in each instance out of third party funds
like bond facilities.

As part of their management responsibilities on Pass Through
Projects, the Debtors review and verify whether or not invoiced
work has been performed or goods and services have been provided.
Furthermore,  the Debtors communicate the verification and submit
the invoices to the bond trustee who is responsible for
processing the invoices and remitting payments to the Contractors
and other parties who perform work or provide goods and services
on these Pass Through Projects.

Due to the nature of their billing cycle with Contractors, the
Debtors estimate their outstanding prepetition obligations owed
to the Contractors to range from $1.2 million to $3 million.

              Debtors Need to Pay Prepetition Claims

The Debtors must be permitted to pay the prepetition claims of
the Outside Maintenance and Service Providers, Bruce R. Zirinsky,
Esq., at Cadwalader, Wickersham & Taft, LLP, in New York,
asserts, to ensure that:

   -- the Outside Maintenance and Service Providers and Shippers
      will provide the required maintenance and overhauls for the
      Debtors' fleet of aircraft and aircraft components and
      provide other services; and

   -- the Debtors' fleet is maintained and serviced in a timely
      fashion.

The Contractors may refuse to continue or to complete work on the
various projects absent payment.

Any disruption could impair the Debtors' operations as well as
their ability to comply with the FAA maintenance regulations.

                         Interim Approval

At the Debtors' request, Judge Gropper authorizes them to:

   1.  pay any undisputed prepetition claims that have given or
       could give rise to Liens or Interests against the Debtors'
       property, regardless of whether the Outside Maintenance
       and Service Providers, Shippers, or Contractors already
       have perfected the Liens or Interests; and

   2.  honor Maintenance Contracts and Pass Through Projects in
       the ordinary course of their business.

The Court directs the Debtors use reasonable best efforts to
minimize payments to Outside Maintenance and Service Providers,
Shippers and Contractors.

With respect to each Claim, Judge Gropper rules that:

   (a) the Debtors will not pay a Claim unless the Outside
       Maintenance and Service Provider, Shipper, or Contractor
       has perfected or, in the Debtors' judgment, is presently
       capable of perfection or will be capable of perfecting in
       the future one or more Liens or Interests giving rise to
       the Claim;

   (b) the payment of the Claim will be made with a full
       reservation of rights regarding the extent, validity,
       perfection or possible avoidance of any Liens or
       Interests, if any; and

   (c) the Outside Maintenance and Service Provider, Shipper, or
       Contractor agrees to promptly release any Liens or
       Interests, if any, upon payment of the Claim.

Should the Outside Maintenance and Service Provider, Shipper and
Contractor fail to promptly release the Lien or Interest upon
payment by the Debtors, any Lien or Interest will be deemed
released and expunged, without necessity of further action.

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)


OFFICEMAX INC: S&P Lowers Corporate Credit Rating to B+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
and senior unsecured ratings on OfficeMax Inc. to 'B+' from 'BB'
and removed all the ratings on the company from CreditWatch, where
they were placed with negative implications on February 14, 2005.
The rating on the 7% senior notes due 2013 was lowered to 'BB'
from 'BBB-'. T he outlook is negative.  Total book debt
outstanding at June 25, 2005, was $517 million.

"The rating action reflects the company's continued disappointing
operating results, weak credit metrics, and expectations that
operations and credit metrics will not significantly improve in
the intermediate term," said Standard & Poor's credit analyst
Stella Kapur.

The 7% senior notes continue to be rated two notches above the
corporate credit rating, reflecting collateral which has been
pledged solely to these noteholders.

Credit metrics for OfficeMax are considerably weaker than expected
because of higher debt levels and weaker operating results.

Given the highly competitive office supply market and that the
company is competing against larger, more robust competitors --
Staples Inc. and Office Depot Inc. -- it faces considerable
challenges in improving operations.  OfficeMax instituted a
re-merchandising initiative to attract business customers.  The
company is also in the process of implementing a cost reduction
program, but success of the initiative is not assured, and it may
take some time for OfficeMax to realize benefits from these
efforts.  While margins may begin to show modest improvement,
credit metrics are not anticipated to significantly recover in the
intermediate term.

Itasca, Illinois-based OfficeMax, with around 943 stores, has a
large North American retail store base and a contract stationer
and catalog business.  However, the company's profitability
measures are still well behind Office Depot's and Staples',
despite improved performance in 2002 and 2003.  OfficeMax also has
a weaker geographic profile than these two larger competitors.

Although the company has leading market positions in the Midwest,
it lacks scale in the Northeast and faces off against significant
market share from Office Depot and Staples in key markets such as:

   * California,
   * Florida, and
   * Texas.

Furthermore, OfficeMax has a smaller international presence than
Office Depot and Staples, which have made significant acquisitions
in Europe as the North American retail market has begun to mature.


ONESOURCE TECH: Merger Talks Failed; Comerica Appoints Receiver
---------------------------------------------------------------
OneSource Technologies Inc. (Pink Sheets: OSRC) disclosed that the
merger discussions with First Technology Capital Inc. have been
terminated and abandoned.  This transaction, if it had been
completed, would have provided bridge financing to the company,
precedent to the sourcing of additional capital, and would have
resulted in the merger of certain divisions of FTC with the
existing operations of the company.  Also, as part of the
transaction, certain OneSource insider debt obligations would have
been converted to equity.

Concurrent with the termination of the merger discussions,
Comerica Bank, which had issued a notice of default to the company
on Sept. 12, 2005, has called its loans and pursuant to a
complaint filed with the Superior Court of the state of Arizona
has had the court appoint a receiver to take possession of the
assets of the company that represent Comerica's collateral.

                   Financial Restatements

As reported in the Troubled Company Reporter on Sept. 19, 2005,
the Company said it intends to restate its financial statements as
of March 31, 2005, and for the three months then ended, to correct
processing and recording errors related to sales contract billings
and sales tax accruals.  The result of that correction is to
reduce the revenue recorded for the three months ended March 31,
2005, by $90,493.  The restated Form 10-QSB for the quarter ended
March 31, 2005, will also reflect an increase in other expenses of
$62,500.  These two adjustments result in a reduction of
previously reported net income for the first quarter by $152,993.
The resulting adjusted net loss for the period will be restated as
$91,702.

In addition, it has been determined that in the March 31, 2005
Form 10-QSB, as filed, inventory and deferred revenue accounts
were erroneously understated equally by approximately $682,500.
This misstatement, by itself, had no effect on the amount
previously reported as net income for the quarter, since the cost
of goods sold is calculated independently from the inventory and
deferred revenue account balances.

As a result of these corrections the Form 10-QSB for the period
ended March 31, 2005, will be amended and filed as soon as
possible.

OneSource Technologies, Inc. serves as a technology infrastructure
maintenance and supplies distribution company.  It offers related
and complementary lines of technology industry services and
products.  The company provides equipment sales, integration, and
maintenance services; and value added equipment supply sales.  Its
products include ribbons, toner, and original equipment
manufactured and remanufactured toner cartridges for copiers,
faxes, and laser printers.  OneSource develops Flat-Rate Blanket
Maintenance System, which provides customers with a single source
for all general office, computer and peripheral, and industry-
specific equipment technology maintenance, installation, and
supply products.  The company's customers include large regional
enterprises and divisions of national companies in the banking and
retail industries.  OneSource Technologies is headquartered in
Scottsdale, Arizona.


PARKWAY HOSPITAL: Thelen Reid Approved as Committee Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors appointed in
The Parkway Hospital, Inc.'s chapter 11 case permission to employ
Thelen Reid & Priest LLP as its counsel.

Thelen Reid will:

   (a) administer the case and exercise oversight in issues
       arising from or impacting the Debtor or the Committee;

   (b) prepare on behalf of the Committee all necessary
       applications, motions, orders, reports and other legal
       papers;

   (c) appear in Court to represent the Committee's interests;

   (d) negotiate, formulate, draft, and confirm any plan of
       reorganization or liquidation;

   (e) exercise oversight with respect to any transfer, pledge,
       conveyance, sale or other liquidation of the Debtor's
       assets;

   (f) investigate, as the Committee may desire, the Debtor's
       assets, liabilities, financial condition and operating
       issues that may be relevant to the case;

   (g) communicate with the Committee's constituents; and

   (h) perform all of the Committee's duties and powers under the
       Bankruptcy Code.

Martin G. Bunin, Esq., disclosed that his Firm's professionals
bill:

          Designation            Hourly Rate
          -----------            -----------
          Partner                $330 - $685
          Counsel                $320 - $600
          Associates             $210 - $460
          Legal Assistants        $95 - $230

Thelen Reid assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PARMALAT USA: Asks Court to Determine Tax Liability & Refund
------------------------------------------------------------
James M. Sullivan, Esq., at McDermott, Will & Emery, LLP, in New
York, tells Judge Drain of the U.S. Bankruptcy Court for the
Southern District of New York that one of the means Parmalat SpA
and its Italian affiliates defraud creditors was to systematically
force Parmalat USA Corporation and its U.S. debtor-affiliates
to record in their books false "reimbursement credits," which were
fictitious receivables from Parmalat to purportedly reimburse the
U.S. Debtors for marketing and advertising costs that allegedly
benefited Parmalat and its affiliates worldwide.

According to Mr. Sullivan, the booking of the Reimbursement
Credits on the U.S. Debtors' books and records concealed tens of
millions of dollars in losses.  The Reimbursement Credits were
represented on the U.S. Debtors' financial statements to be
Parmalat's bona fide obligations, but in reality, no
reimbursement was ever paid or was intended to be paid to the
U.S. Debtors by Parmalat or its affiliates.

From 2000 to 2002, Parmalat instructed the Debtors to book
Reimbursement Credits for $69,415,250 as reimbursement for the
U.S. Debtors' marketing and administrative costs that they
incurred on Parmalat's behalf.  The Debtors, however, never
incurred marketing and advertising costs.  Mr. Sullivan further
notes that none of the Reimbursement Credits were ever paid to
the Debtors.

"[B]ecause the Debtors did not actually incur marketing and
administrative costs on behalf of Parmalat and its affiliates,
there was never an accrual of income to the Debtors," Mr.
Sullivan says.

Over the eight-year period ranging from 1995 to 2002, the
Debtors' income totaled approximately $193,915,250, composed of:

   Year   Credit Amount   Owed to         Owed by
   ----   -------------   -------         -------
   1995    $20,000,500    Parmalat USA    Parmalat
   1996     43,000,000    Parmalat USA    Parmalat
   1997     22,000,000    Parmalat USA    Parmalat
   1998     20,000,000    Parmalat USA    Parmalat
   1999     19,000,000    Farmland        Parmalat
   2000      4,000,000    Parmalat USA    Parmalat
            13,400,000    Farmland        Parmalat Finance Corp.
   2001     37,000,000    Farmland        Bonlat Financing Corp.
   2002     56,315,250    Parmalat USA    Bonlat Financing Corp.
            58,700,000    Farmland        Bonlat Financing Corp.

                 Filing of Original Tax Returns

During 2000 to 2002, the Debtors filed certain U.S. Corporation
Income Tax Returns, which taxable income amount was offset by
carry-forward net operating losses in the same amounts:

     Tax Year      Filing Date      Taxable Income Amount
     --------      -----------      ---------------------
       2000         10/15/01            $15,889,715
       2001         09/16/02              1,026,785
       2002         09/15/03              9,369,254

However, in the original tax return for 2000, the Debtors paid a
$302,666 alternative minimum tax.

In March 2004, AlixPartners started investigating the numerous
claims among the Debtors and between affiliated and non-
affiliated third parties and spent several months analyzing the
Debtors' overall financial institution, including the recording
of the Reimbursement Credits.  Based on the results of that
investigation -- which was completed by AP Services following its
appointment -- the Debtors' new management decided to amend the
Original Tax Returns to correct the Debtors' taxable income for
2000, 2001 and 2002.

                       The Amended Returns

Mr. Sullivan explains that the errors reflected in the Original
Tax Returns are the result of alleged overstatement of the U.S.
Debtors' income relating to the fraudulent recording of the
Reimbursement Credits: In the Original Tax Return:

   * for 2000, Parmalat U.S.A. Corp. reported an additional
     $4,000,000 income while Farmland Dairies LLC reported an
     additional $13,400,000 income;

   * for 2001, Farmland Dairies reported an additional
     $37,000,000 income; and

   * for 2002, Parmalat USA reported an additional $6,315,250
     income while and Farmland Dairies reported an additional
     $8,700,000 income.

Based on their corrected tax returns, the U.S. Debtors asked the
United States Internal Revenue Service to rectify the erroneous
recording of the Reimbursement Credits by:

   -- issuing a refund for 2000 for the overpayment of taxes in
      the amount of $302,666 in Alternative Minimum Tax; and

   -- increasing the Debtors' NOLs for 2000, 2001 and 2002 to
      $1,510,285, $35,973,215, and $5,645,996.

                         Dispute With IRS

On Feb. 10, 2005, the IRS sent a letter and an accompanying
Revenue Agent Report to the U.S. Debtors, disallowing in full the
deductions of $17,400,000, $37,000,000, and $15,015,250 for 2000,
2001, and 2002.

The IRS asserted that the U.S. Debtors characterized the
recording of the Reimbursement Credits as a mere "clerical
mistake."  The IRS rejected that argument because the
Reimbursement Credits were supported by correspondence, journal
entries, and confirmations that purport to establish the
legitimacy of the Reimbursement Credits.

Specifically, the IRS said the transactions relating to the
Reimbursement Credits were coordinated and directed by Parmalat
and were supported by:

   -- Intercompany Debt Agreements signed by all parties;

   -- internal confidential memoranda; and

   -- global journal entries posted to the company ledger,

which were all reviewed and sanctioned by Deloitte & Touche,
Ltd., the Debtors' accountants and auditors.

The IRS maintained that the U.S. Debtors have filed a claim in
Parmalat's joint insolvency proceedings in Parma, Italy, to
collect on "open inter-company receivables."  The IRS asserted
that the U.S. Debtors may collect on the Reimbursement Credits in
the Italian Proceedings and, thus, cannot be entitled to the
refund and adjustment of NOLs.

Furthermore, the IRS stated that the U.S. Debtors' fraud
allegations against Parmalat are unproven.  Until there is a
positive judicial disposition by a court in their favor, the U.S.
Debtors have no basis for claiming that the Reimbursement Credits
were improper income accruals.

The U.S. Debtors deny the IRS' assertions on these grounds:

   (a) The presence of a "paper trail" purporting to establish
       the Reimbursement Credits' legitimacy could in no way
       overcome the fundamental fraud involved;

   (b) The U.S. Debtors will never collect any of the
       Reimbursement Credits owed to them except for a single
       Reimbursement Credit inexplicably allowed by one of
       Parmalat's affiliates in the Italian Proceedings
       and for which the U.S. Debtors expect to receive only
       a 5% distribution;

   (c) The Reimbursement Credits fraudulently booked were not
       proper accruals of income because they were baseless and
       devoid of any connection to economic reality; and

   (d) The fact that Deloitte & Touche reviewed and sanctioned
       the documents allegedly supporting the Reimbursement
       Credits should not be taken into consideration because
       evidence exists that the firm may not have adequately
       performed its role as the U.S. Debtors' accountants and
       auditors.

The U.S. Debtors, together with Farmland Dairies LLC Litigation
Trust, ask the Court to declare that they are entitled to a
$301,666 federal income tax refund and deductions to increase
their NOLs for 2000, 2001, and 2002.

Mr. Sullivan clarifies that the U.S. Debtors will not be able to
use the requested NOLs since their existing NOLs will be
sufficient to offset future taxable income to be generated by the
liquidation of Parmalat U.S.A.'s assets.  Although the Plan
provides for Farmland's reorganization as a going concern, it
will not use the NOLs because it has reorganized as an entity
treated as a partnership for tax purposes.

If the IRS ultimately pays the refund, the U.S. Debtors expect
other state and local courts to follow the precedent and allow
the Debtors to obtain refunds of state and local taxes, and to
avoid payment of the taxes.  The U.S. Debtors estimate that
amount of state and local taxes at issue total $1,200,000.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PATCH INTERNATIONAL: Losses Trigger Going Concern Doubt
-------------------------------------------------------
Morgan & Company expressed substantial doubt about Patch
International Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended May 31, 2005.  The auditing firm says that the Company needs
to have future profitable operations or obtain additional
financing in order to continue as a going concern.

For the 2005 fiscal year, the Company generated $97,415 in oil and
gas revenues, a decrease of $18,048, or 15.6%, from fiscal 2004.
This decrease was due to decreased production from all of the
Company's properties.  As a result of significantly increased
expenses in 2005, the Company's net loss for fiscal 2005 was
$1,022,463, an increase of $487,591, or 91.1%, compared with a
loss of $534,872 for 2004.  Its assets of $ 6,359,214 mainly
consist of developed acreage in the Saskatchewan area of Canada.

For the year ended May 31, 2005, the Company incurred losses from
operations of $1,022,463 compared with incurred losses of $534,872
for the year ended May 31, 2004.

At May 31, 2005 the Company had a working capital deficiency of
$441,549 compared with a $288,736 deficit at 2004.  The Company
also had insufficient revenues to offset operating and
administrative expenses.

Patch International Inc.'s principal business has been the
exploration, development and production of oil and natural gas
reserves through participation in farmout arrangements where third
parties act as the operator of the project.  The Company's main
focus had been on its assets located in the Kerrobert area in the
Province of Saskatchewan, Canada.


PCA LLC: S&P Lowers Senior Unsecured Debt Rating to C from CC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on PCA LLC, an operator of portrait photography studios, to
'CCC-' from 'CCC'.  At the same time, the ratings on the company's
senior secured second-lien notes and its senior unsecured debt
were lowered to 'C' from 'CC.'  The outlook is negative.  The
company had about $286 million of funded debt, including preferred
stock, as of July 31, 2005.

The downgrade reflects the company's recent announcement that both
its CEO and its CFO have resigned.

"Although the CEO intends to remain with the company until a
successor is found, the resignations take place at a critical
juncture for PCA, the company having experienced deteriorating
operating performance, reduced profitability, and strained
liquidity," said Standard & Poor's credit analyst Kristi
Broderick.  "The company's recent results raise doubt about the
company's ability to continue as a going concern."

The ratings on PCA reflect:

   * profitability pressures,
   * high leverage,
   * the significant seasonality of the company's business, and
   * its small cash flow base.

Operating under the trade name Wal-Mart Portrait Studios, PCA is
the sole portrait photography provider for Wal-Mart Stores Inc.
PCA operates about 2,400 permanent studios, and modular traveling
portrait studios reaching an additional 1,000 locations.  The
company also operates more than 200 studios in Wal-Mart Canada and
about 90 in Wal-Mart Mexico.

Performance in 2005 has continued to deteriorate from 2004 levels,
which were already very weak.  As a result of its weakened
financial position, PCA arranged for extended payment terms from
its main supplier, AgfaPhoto USA.  This amounts to an interest-
bearing obligation of about $21 million that comes due on June 15,
2006.  The company is not able to meet this obligation with its
current financing structure, and it is unlikely that even improved
operating performance will generate the cash flow to meet this
payment.  Consequently, PCA will need to amend or extend this
contract in order to satisfy it.  The covenants in its current
debt arrangements limit its ability to incur more debt.

The $1.3 billion domestic preschool portrait industry is highly
competitive and fragmented.  The market is composed of several
major competitors that operate within large host retailers,
including:

   * CPI (Sears),
   * Olan Mills (Kmart),
   * Lifetouch (Target and J.C. Penney), and
   * numerous smaller entities.

PCA depends on its contractual license agreement with Wal-Mart
Stores Inc. for more than 95% of its revenues.  Any change in this
agreement could have a significant negative impact on the
company's business.  This business is also highly seasonal, with
more than half of annual EBITDA generated in the fourth quarter.


PIKNIK PRODUCTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Piknik Products Company, Inc.
        3806 Day Street
        Montgomery, Alabama 36108

Bankruptcy Case No.: 05-33035

Type of Business: The Debtor sells pickled fruits, vegetables,
                  sauces and dressings.

Chapter 11 Petition Date: September 29, 2005

Court: Middle District of Alabama (Montgomery)

Debtor's Counsel: Von G. Memory, Esq.
                  Memory & Day
                  P.O. Box 4054
                  469 South McDonough Street
                  Montgomery, Alabama 36101
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


POLYMER GROUP: S&P Affirms Corporate Credit Rating at B+
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and other ratings for Polymer Group Inc. and removed
all ratings from CreditWatch with developing implications.  The
ratings were placed on CreditWatch May 17, 2005, following the
announcement that the company had retained J.P. Morgan Securities
Inc. as its financial advisor to explore strategic alternatives to
maximize shareholder value, including the potential sale of the
company.  The outlook is developing.

The resolution of the CreditWatch follows the public announcement
that the company is no longer for sale.  Credit quality has
improved over the last year due to strong operating results and
the recent conversion of payment-in-kind preferred shares to
common equity.  However, management continues to evaluate
strategic alternatives to support growth and provide value to
shareholders.

"The developing outlook reflects uncertainty regarding
management's plan to achieve its stated objectives," said Standard
& Poor's credit analyst George Williams.

The outlook could be revised after Standard & Poor's obtains
additional information regarding management's longer-term business
and financial objectives.

The ratings on Polymer Group reflect the company's weak business
position as a producer of nonwoven and oriented polyolefin
products and its aggressive financial profile.  These factors are
partially offset by:

   * the company's solid positions in niche markets,
   * good geographic sales and manufacturing diversity, and
   * favorable long-term growth prospects in certain end markets.

With annual revenues of about $910 million, North Charleston,
South Carolina-based Polymer manufactures products that are used
in a wide range of disposable consumer applications, including:

   * baby diapers;
   * feminine hygiene products;
   * household and consumer wipes;
   * disposable medical products; and
   * various industrial applications including:

        -- automotive,
        -- filtration, and
        -- protective apparel.

The company's nonwovens are used by leading global manufacturers
of:

   * consumer,
   * medical, and
   * industrial products.

Long-term industry growth rates are favorable and are driven by
new applications for nonwovens in developed countries and volume
increases in existing products as income levels increase in
developing countries.


PROTOCOL SERVICES: FTI Consulting & RJM Approved as Fin'l Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates permission
to retain and employ FTI Consulting, Inc., and RJM, LLC, as their
financial advisors.

The Court approved the Debtors' request to employ FTI Consulting
and RJM on Sept. 9, 2005.

The Debtors explain that they have employed FTI Consulting since
December 2004, while they have employed RJM since February 2005.

FTI Consulting and RJM will:

   1) assist and evaluate the Debtors in executing financial
      strategies in connection with their restructuring efforts
      and in their debt capacity in light of its projected cash
      flows;

   2) analyze and review the Debtors' businesses, operations and
      financial projections, assist them to determine an
      appropriate capital structure and determine a range of value
      for the Debtors;

   3) advise the Debtors in connection with their negotiations
      with their creditors, stockholders or other appropriate
      constituents in connection with the Debtors' restructuring
      efforts;

   4) attend meetings of the Debtors' Board of Directors and the
      Board's committees and advise the Debtors in connection with
      negotiations related to their restructuring efforts; and

   5) perform all other appropriate financial advisory and general
      restructuring advisory services to the Debtors that are
      necessary in their chapter 11 cases.

The Debtors tell the Court that the financial advisory services
provided by FTI Consulting and RJM will not be duplicative but are
complimentary to each other's services.

The compensation of FTI Consulting and RJM will consist of:

   1) a $55,000 Monthly Advisory Fee to FTI and a $70,000 Monthly
      Advisory Fee to RJM; and

   2) a Transaction Fee in the aggregate amount of $250,000 if the
      Debtors complete a financial restructuring during the term
      of the engagement for FTI and RJM or within nine months
      following the termination of a financial restructuring
      agreement.

FTI Consulting assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

RJM assures the Court that it does not represent any interest
materially adverse to the Debtors or their estates.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: Wants to Walk Away from 10 Contracts & Leases
----------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of California for
permission to reject 10 executory contracts and unexpired leases.

The Debtors tell the Court that they have evaluated each of the
contracts and have determined that the contracts are no longer
beneficial to their ongoing operations.

The Debtors also note that the deadline by which the counter-
parties to the executory contracts must file proofs of claim
relating to the damages, if any, arising from the rejection of the
executory contract be 30 days after service of notice that the
contracts have been rejected pursuant to the Court's final order.

A list of the Debtor's executory contracts and unexpired leases is
available for a fee at:

   http://bankrupt.com/misc/ProtocolServicescontractleases.pdf

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 Okays Buchalter Nemer as Local Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates permission
to employ Buchalter Nemer Fields & Younger as their local counsel.

The Debtors hired Buchalter Nemer as their local counsel for the
purpose of supplementing the services provided by their lead
counsel, Jenner & Block.

Buchalter Nemer will:

   1) advise the Debtor of their powers and duties as debtors-in-
      possession, in matters of bankruptcy law and represent the
      Debtors in proceedings and hearings;

   2) prepare on the behalf of the Debtors any necessary motions,
      applications, order and other legal papers and assist and
      advise the Debtors concerning the confirmation of any
      proposed plans or plan of reorganization;

   3) assist, advise and represent the Debtors concerning any
      possible sale of their assets, any further investigations of
      their assets, liabilities and their financial condition that
      may be required under local, state or federal law;

   4) prosecute and defend litigation matters and other matters
      that may arise in the Debtors' chapter 11 cases;

   5) counsel and represent the Debtor with respect to assumption
      or rejection of executory contracts and leases, sales of
      assets and other bankruptcy-related matters;

   6) advise the Debtor with respect to general labor, corporate
      and litigation issues related to their chapter 11 cases,
      including securities, corporate finance, tax and commercial
      matters; and

   7) perform all other necessary legal services for the efficient
      and economical administration of the Debtors' chapter 11
      cases.

Jeffrey K. Garfinkle, Esq., a shareholder of Buchalter Nemer,
disclosed that his Firm received a $60,000 retainer.  Mr.
Garfinkle charges $405 per hour for his services.

Mr. Garfinkle reports Buchalter Nemer's professionals bill:

      Professional              Designation    Hourly Rate
      ------------              -----------    -----------
      Bernard D. Bollinger      Shareholder       $450
      Lauren M. Tang            Associate         $215

      Designation               Hourly Rate
      -----------               -----------
      Counsel & Sr. Counsel     $350 - $550
      Associates                $215 - $425
      Paralegals                 $90 - $200
      Case Clerks                $50 - $90

Buchalter Nemer assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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.


RADIANT COMMS: Gets $7.92 Million in Private Equity Placement
-------------------------------------------------------------
Radiant Communications Corp. (TSX VENTURE:RCX) has completed a
private placement of 30,463,455 units at a price of $0.26 per unit
for aggregate gross proceeds of $7,920,498.  Each unit consists of
one common share and one-half of one common share purchase
warrant, and each full warrant is exercisable to acquire one
common share for a period of 36 months at an exercise price of
$0.32 per share for the first 24 months and $0.40 for the final
12 months.  The securities are subject to a four-month hold period
expiring Jan. 28, 2006.

"This is a significant and exciting step forward for Radiant, our
shareholders and our customers," said Jim Grey, President and CEO
of Radiant.  "As a company, we have demonstrated our ability to
successfully compete with the large, incumbent providers in the
highly valued business connectivity market.  Completing this
financing provides Radiant with a strong balance sheet and a
stable foundation for continued growth and success.  I am pleased
to see so many of our stakeholders join together to invest in the
company's future."

"I view this as another very important step in Radiant's growth
and success," said Chris Worthy, Chairman of Radiant and President
and CEO of Worthy Capital Ltd.  "Over the past 12 months, Radiant
has won many new, national, multi-location customers, rolled out
new, industry-leading IP products and services, added senior
management and Board level expertise, and now re-structured the
balance sheet to provide a sound base for continued growth.  The
demand for high-performance IP connectivity is rapidly increasing
in the Canadian business market, and Radiant is firmly positioned
to capitalize on its competitive strengths."

As previously announced, the private placement involved both the
issuance of units for cash and the conversion of outstanding
debentures of the Company.  In particular, certain holders of
Radiant's $3,000,000 principal amount of senior secured debentures
converted $1,914,000 principal amount of the debentures (together
with bonus payment amount payable on maturity) at the issue price
into 7,361,538 units.

In addition, the holders of Radiant's $2,750,000 principal amount
of unsecured convertible debentures converted the full $2,750,000
principal amount of the debentures at the issue price into
10,576,923 units.  The purchase price for the balance of
12,524,994 units issued was satisfied in cash for aggregate cash
proceeds to the Company of $3,256,498.

The holders of the senior debentures also surrendered for
cancellation 4,350,000 common share purchase warrants of the
Company issued to them in connection with the purchase of their
debentures.  After completion of the private placement, $1,386,000
principal amount of the Company's senior debentures (and related
bonus payment amount) remain outstanding. $1,386,000 of the cash
proceeds from the private placement will be used for redemption of
the remaining senior debentures, which is scheduled to occur on
Sept. 30, 2005, while the balance of $1,870,498 will be used for
working capital.  Radiant is also issuing 230,770 common shares in
satisfaction of certain payments required to be made to the
holders of the senior debentures on early redemption of the
debentures.

As previously announced, the private placement and debenture
conversion constituted a related party transaction. Working
Opportunity Fund (EVCC) Ltd., and Pender Growth Fund (VCC) Inc.,
are insiders of the Company, held a significant majority of the
senior debentures and convertible debentures and participated in
the private placement, both through the conversion of their
debentures and the purchase of additional units for cash.

The Company has relied on the exemption from the valuation and
majority of minority approval requirements for related party
transactions under the policies of the TSX Venture Exchange and
applicable securities laws available in cases of financial
hardship.  In this regard, since Radiant was unable to pay the
senior debentures at maturity on December 23, 2005, which would
have constituted a default under the terms of the senior
debentures, the Company's board of directors, and its independent
directors, acting in good faith, determined that Radiant faced
serious financial difficulty and the transaction was designed to
improve the financial position of the Company.

The private placement and debenture conversion remain subject to
the final approval of the TSX Venture Exchange.

                    About Worthy Capital Ltd.

Worthy Capital Ltd. is a private investment firm based in
Vancouver, Canada.

                        About Growthworks

GrowthWorks(i) -- http://www.growthworks.ca/-- is a recognized
leader in venture capital fund management with proven experience
in the raising and managing of capital.  GrowthWorksTM managed
funds have $800 million in combined assets and include the Working
Opportunity Fund, GrowthWorks Canadian Fund, GrowthWorks
Commercialization Fund and GrowthWorks Atlantic Venture Fund.
GrowthWorks has a team of skilled and knowledgeable investment
professionals with a combined 200 years of experience.  The
Investment team has a proven track record of identifying,
analyzing, and structuring investments in emerging sectors.
GrowthWorks is a registered trademark of GrowthWorks Capital Ltd.

GrowthWorks(i) means the affiliates of GrowthWorks Ltd. and
includes:

   * GrowthWorks Capital Ltd., manager of the Working Opportunity
     Fund (EVCC) Ltd.;

   * GrowthWorks WV Management Ltd., the manager of GrowthWorks
     Canadian Fund Ltd. and GrowthWorks Commercialization Fund
     Ltd.;

   * GrowthWorks Atlantic Ltd., manager of GrowthWorks Atlantic
     Venture Fund Ltd.; and

   * GrowthWorks General Partner Ltd, manager of the Pacific
     Venture Fund Limited Partnership.

                 About Pender Growth Fund (VCC)

Pender Growth Fund (VCC) Inc. is an established, diversified
venture capital fund that invests in technology companies within
the province of British Columbia with the objective of long-term
capital appreciation.  Pender Growth Fund is the first fund of its
kind in British Columbia to focus specifically on expansion and
restructuring opportunities within the technology sector that
offer investors the potential for liquidity through either
existing public listings or near term liquidity events.  Pender
Growth Fund has approximately $16 million of assets under
management.

                  About Radiant Communications

Radiant Communications Corp. -- http://www.radiant.net/--  
provides a total, integrated solution for businesses requiring
national IP data communications services including, broadband and
managed network services, Internet access, web hosting, web
development and marketing services.

The Company offers a complete range of coast-to-coast broadband
services including DSL, T1, Fibre, and Cable. Radiant also
provides specialized IP services for the Canadian retail industry,
namely, RetailCONNECTTM IP network services and TurboSwitch IP
payment gateway services.  Radiant has offices in Toronto,
Montreal, Calgary, Edmonton and Vancouver.

As of June 30, 2005, Radiant Communications' equity deficit
widened to $3,241,028 from a $2,186,001 deficit at Dec. 31, 2004.


REGAL GREETINGS: Deloitte Appoints Century Services as Liquidator
-----------------------------------------------------------------
Deloitte & Touche Inc., in its capacity as Interim Receiver of
Regal Greetings & Gifts Corporation's assets, appointed Century
Services Inc., to liquidate more than $60 million in Company
inventory.  The sale will begin immediately from all 41 Regal
store locations across Canada.

The new owners, Northern Group Retail Ltd. -- who also own the
"Northern Reflections" and "Northern Get Away" chain of stores --
are preparing to relaunch Regal with new products and new ideas in
early 2006.

On July 29, 2005, The Bank of Nova Scotia issued demand notices to
Regal Greetings and its wholly owned subsidiary, Primes de Luxe
Inc., pursuant to security it holds over the Companies' assets.

BNS is the Companies' senior secured lender with outstanding debt
of approximately $6.5 million.  Roynat Capital Inc. and Bank of
Montreal Capital Corporation are the Companies' second secured
creditors with over $6.4 million in debt.

As a result of the Companies' deteriorating financial position and
in order to protect its security interests, BNS applied for an
order placing the Companies in receivership pursuant to Sec. 47(1)
of the Bankruptcy and Insolvency Act and Sec. 101 of the Courts of
Justice Act.

Following BNS' application, the Honorable Justice James M. Farley
of the Ontario Superior Court of Justice appointed Deloitte as
interim receiver, paving way to the Companies' assignment into
bankruptcy on Aug. 3, 2005.


REGIONAL DIAGNOSTICS: Files Liquidation Plan in Ohio
----------------------------------------------------
Regional Diagnostics, L.L.C., and its debtor-affiliates delivered
their Joint Plan of Liquidation to the U.S. Bankruptcy Court for
the Northern District of Ohio, Eastern Division.

                     Terms of the Plan

The Plan provides for the establishment of Newco, an entity formed
or funded by the Existing Lenders as the successful purchaser of
the Debtors' operating assets.

On the Effective Date, a Creditor Trust will be established to:

   a) administer the Trust's assets;
   b) resolve all disputed unsecured and seller note claims; and
   c) make distributions pursuant to the terms of the Plan.

On the Effective Date, the Existing Lenders will receive 50%
preferred stock and 65% common stock from Newco.  A Creditor Trust
will also be established and the Existing Lenders' 50% preferred
shares in Newco will be contributed to the Trust.

General unsecured creditors will receive their pro rata share of
the available Creditors Trust assets in accordance with the terms
of the Creditors Trust Agreement.

The Debtors dispute that Seller Note holders are entitled to any
distribution.  Until such time that the Court decides to allow or
disallow the Seller Note holders claims, the Creditor Trustee will
escrow a portion of the Trust's assets sufficient to provide
treatment as if the claims are general unsecured claims.

Non-compensatory damages claims will be discharged on the
Effective Date.

Equity interests will be cancelled.

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.


RODNEY WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Rodney W. & Adrianne D. Williams
         1308 South Ravenna Court
         Antioch, Tennessee 37013

Bankruptcy Case No.: 05-12077

Type of Business: The Debtors are affiliated with
                  Windsor Enterprises, a real estate
                  rental company.

Chapter 11 Petition Date: September 28, 2005

Court: Middle District of Tennessee (Nashville)

Debtors' Counsel: Joseph P. Rusnak, Esq.
                  Tune, Entrekin & White, P.C.
                  Amsouth Center, Suite 1700
                  315 Deaderick Street
                  Nashville, Tennessee 37238-1700
                  Tel: (615) 244-2770
                  Fax: (615) 244-2778

Total Assets: $1,477,632

Total Debts:  $1,370,114

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Litton Loan                   348 Clermont              $506,000
4828 Loop Central Drive       Brooklyn, NY 11238
Houston, TX 77081             Value of security:
                              $450,000

Regions Bank                  Living Expenses            $24,119
P.O. Box 15137
Wilmington, DE 19886

American Express              Living Expenses            $12,963
P.O. Box 360002
Ft. Lauderdale, FL 33336-0002

The Home Depot HIL            Living Expenses            $11,767

Citicards                     Living Expenses             $9,185

Discover Card                 Living Expenses             $9,174

AT&T                          Living Expenses             $8,618

Jerry Lewis                   Personal Loan               $8,200

Chase                         Living Expenses             $7,542

Citifinancial                 Personal Loan               $7,500

Advanta Bank Corporation      Living Expenses             $7,068

Cardmember Service            Living Expenses             $6,057

American Express              Living Expenses             $5,364

Citicards                     Living Expenses             $5,206

Sears Gold MasterCard         Living Expenses             $5,057

Home Depot Credit Services    Living Expenses             $4,372

Next Card Payment Services    Living Expenses             $4,268

Bank of America               Living Expenses             $3,392

Bank of America               Living Expenses             $3,360

Chase                         Living Expenses             $3,157


ROGERS TELECOM: Receives $200.9MM of Senior Notes in Tender Offer
-----------------------------------------------------------------
The tender cash offer of Rogers Telecom Holdings Inc., a wholly
owned subsidiary of Rogers Communications Inc. and formerly known
as Call-Net Enterprises Inc., for any and all of its
US$222.9 million aggregate principal amount of 10.625% Senior
Secured Notes due 2008 (CUSIP No. 130910AJ1) expired at 11:59
p.m., New York City time, on Sept. 27, 2005.

At the Expiration Time, Notes representing approximately
US$200.9 million in aggregate principal amount had been tendered
pursuant to the Tender Offer.  The Tender Offer was subject to the
terms and conditions set forth in Rogers Telecom's Offer to
Purchase and Consent Solicitation Statement dated August 30, 2005.

Holders of Notes who validly tendered Notes after 5:00 p.m., New
York City time, on Sept. 13, 2005, but on or prior to the
Expiration Time will receive total consideration of US$1,041.11
per US$1,000 principal amount of Notes tendered, and also will
receive any accrued and unpaid interest from the most recent
interest payment date for the Notes to, but not including, the
final settlement date.

Citigroup Global Markets Inc. acted as the dealer manager and
solicitation agent for the Tender Offer.  Questions regarding the
Tender Offer may be directed to Citigroup Global Markets Inc.,
Liability Management Group, at (800) 558-3745 (U.S. toll free) and
(212) 723-6106 (collect).

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On
July 1, 2005, Rogers completed the acquisition of Call-Net
Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national
provider of voice and data communications services.

Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)
-- http://www.sprint.ca/-- was acquired by Rogers Communications
Inc. on July 1, 2005, and through its wholly owned subsidiary
Rogers Telecom Inc. (formerly Sprint Canada Inc.) is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Rogers Telecom owns and
operates an extensive national fiber network, has over 150 co-
locations in major urban areas across Canada including 33
municipalities and maintains network facilities in the U.S. and
the U.K.

                       *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Rogers Telecom Holdings
Inc. (formerly Call-Net Enterprises Inc.) and assigned a 'B-'
rating to its senior secured notes.  Fitch also places the ratings
of Call-Net on Rating Watch Positive due to the CDN$330 million
all-stock acquisition of Call-Net by Rogers Communications Inc.
(rated 'BB-' by Fitch).  Approximately $223 million of debt
securities are affected by these actions.

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  S&P said the outlook is stable.


ROUNDY'S SUPERMARKETS: S&P Puts Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on Roundy's
Supermarkets Inc., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.  Total debt at July 2,
2005, was $473 million.

"The CreditWatch placement follows the company's announcement that
it is undertaking a refinancing of substantially all of its
existing debt," said Standard & Poor's credit analyst Stella
Kapur.

As part of the transaction, the company intends to enter into a
new secured bank facility and to issue new debt.  Proceeds will be
used to pay a substantial dividend to its existing shareholders,
to redeem all of its 8.75% senior subordinated notes due 2012, and
to repay borrowings under its current credit facility.

Standard & Poor's will resolve the CreditWatch listing once
additional information is available regarding the company's new
capital structure, dividend amount, and impact on credit metrics.


RURAL/METRO: Appoints Conrad A. Conrad to Board of Directors
------------------------------------------------------------
Rural/Metro Corporation (Nasdaq/SC: RURL) reported the appointment
of Conrad A. Conrad to its Board of Directors, effective Oct. 12,
2005.

Mr. Conrad is former Executive Vice President and Chief Financial
Officer of the Scottsdale-based Dial Corporation, a $1.5 billion
consumer products company.

Cor Clement, Chairman of the Board, said, "Conrad brings a long
career and wealth of valuable experience in corporate finance and
financial reporting to our organization.  We look forward to his
contributions as a member of the Board of Directors and believe he
will serve the company and its stockholders well as we continue to
implement our growth and deleveraging strategies."

Mr. Conrad joined the Dial Corporation in 2000 as Senior Vice
President and Chief Financial Officer.  In January 2001, he was
appointed to the position of Executive Vice President and Chief
Financial Officer. Prior to his service at Dial, Mr. Conrad held
senior positions at Quaker State Corporation, a leading
manufacturer of branded automotive consumer products and services.
From 1990 to 1994, he served as Quaker State's President and Chief
Operating Officer, and from 1994 to 1998, he served as Vice
Chairman and Chief Financial Officer.  He also was a member of
Quaker State's Board of Directors from 1988 through 1998.

Mr. Conrad also serves on the Board of Directors for Universal
Technical Institute, Inc., where he is Chairman of the Audit
Committee; and Fender Musical Instruments Corporation, where he
also is Chairman of the Audit Committee.

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

As of June 30, 2005, Rural/Metro's equity deficit narrowed to
$111,165,000 from a $192,226,000 deficit at June 30, 2004.


SEPRACOR INC: Registers $75M Convertible Sr. Sub. Notes for Resale
------------------------------------------------------------------
Sepracor Inc. filed a Registration Statement with the Securities
and Exchange Commission to allow the resale of $75 million
Series A Convertible Senior Subordinated Notes Due 2008 and Series
B Convertible Senior Subordinated Notes Due 2010.

The Company originally sold the notes on Dec. 12, 2003, to:

         * Morgan Stanley & Co. Incorporated,
         * Credit Suisse First Boston LLC, and
         * U.S. Bancorp Piper Jaffray Inc.,

as initial purchasers.  The initial purchasers of the notes have
advised us that the notes were resold in transactions exempt from
the registration requirements of the Securities Act to "qualified
institutional buyers," as defined in Rule 144A of the Securities
Act.  These subsequent purchasers, or their transferees, pledgees,
donees or successors, may from time to time offer and sell any or
all of the notes or shares of the common stock issuable upon
conversion of the notes pursuant to this prospectus.

The Selling Security Holders include:

  Selling Security Holders                      Series A Notes   Series B
Notes
  ------------------------                      --------------   -----------
---
  AM Master Fund Ltd.                              $24,995,000
$3,850,000
  Deutsche Bank Securities Inc.                     24,150,000
8,500,000
  JMG Capital Partners, LP                          22,500,000
0
  Credit Suisse First Boston Europe Limited         20,000,000
400,000
  Lakeshore International, Ltd.                     20,000,000
0
  Wachovia Securities International Ltd.            20,000,000
20,000,000
  Forest Global Convertible Fund Ltd., Class A-5    17,010,000
0
  MSD, TCB, L.P.                                    11,000,000
18,500,000
  Highbridge International LLC                      10,500,000
30,000,000
  J.P. Morgan Securities Inc.                        7,500,000
7,500,000

A full list of the Selling Shareholders are available for free at
http://ResearchArchives.com/t/s?1f5

                            The Notes

The notes do not bear interest, and the principal amount does not
accrete.  The Series A notes will mature on December 15, 2008, and
the Series B notes will mature on December 15, 2010.

Noteholders may convert:

   * the Series A notes into shares of our common stock at a
     conversion rate of 31.3550 shares per $1,000 principal amount
     of Series A notes (representing a conversion price of
     approximately $31.8928), subject to adjustment;

   * the Series B notes into shares of our common stock at a
     conversion rate of 33.5175 shares per $1,000 principal amount
     of Series B notes (representing a conversion price of
     approximately $29.8352), subject to adjustment.

The Notes are:

   * subordinated to all of our existing and future senior
     indebtedness;

   * effectively subordinated to all debt and other liabilities of
     our subsidiaries; and

   * senior to our $440 million of outstanding 5% convertible
     subordinated debentures due 2007.

The Company cannot redeem the notes prior to maturity.

The Notes are convertible to 24,597,500 shares of common stock,
with $0.10 par value per share.

The Company's shares of common stock trades at NASDAQ National
Market under the symbol "SEPR."  The Company's shares trade
between $49.56 and $58.88 this month.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?1f6

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?1f7

Sepracor Inc. is a research-based pharmaceutical company dedicated
to treating and preventing human disease through the discovery,
development and commercialization of innovative pharmaceutical
products that are directed toward serving unmet medical needs.
Sepracor's drug development program has yielded an extensive
portfolio of pharmaceutical compound candidates with a focus on
respiratory and central nervous system disorders. Sepracor's
corporate headquarters are located in Marlborough, Massachusetts.

As of June 30, 2005, Sepracor's equity deficit narrowed to
$201,288,000 from a $331,115,000 deficit at Dec.31, 2004.


SMARTVIDEO TECH: June 30 Balance Sheet Upside-Down by $694,966
--------------------------------------------------------------
SmartVideo Technologies, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending June 30, 2005, to the
Securities and Exchange Commission on Sept. 14, 2005.

For the quarter ended June 30, 2005, the company had a $4,440,183
net loss compared with a net loss of $965,889 for the same period
last year.  The Company reported assets of $7,495,587 for the
quarter ended June 30, 2005.

At the end of the six month period ended June 30, 2005 the Company
had realized only slightly over $1,000 more in revenue, at
$63,492, from $$62,534 for the same period in 2004.

To date, Smart Video has generated only minimal revenues. As a
result, its operations are not an adequate source of cash to fund
future operations.

                 Advisory Services Agreement

On July 18, 2005, the Company entered into an Advisory Services
Agreement with Ascendiant Capital Group LLC, under which
Ascendiant will provide advice with respect to business strategy,
strategic alliances, mergers and acquisitions, stock option plans,
corporate governance and analysis regarding qualification for
national stock exchanges.  The term of the Advisory Agreement is
for six months from the date of the Advisory Agreement, with
additional extensions at the mutual agreement of the parties.

Smart Video has agreed to pay Ascendiant for its services:

    (i) an up front fee of 750,000 shares of its common stock, par
        value $0.001 per share, in consideration of entering into
        the Advisory Agreement; and

   (ii) if such services were requested by Smart Video, a fee
        for services rendered in connection with a merger,
        consolidation, asset purchase, technology license or
        substantially similar transaction equal to 10% of the
        value of the transaction (or 5% if the party to the
        transaction is discovered by Smart Video).

In the Advisory Agreement, the Company has granted to Ascendiant
standard "piggy-back" registration rights that would permit
Ascendiant to include its shares on a registration statement filed
by the Company in the future relating to the offer or sale of its
common stock.

                    Needs Additional Funding

The Company anticipates that it will need to raise at least
$4,200,000 over the course of the next twelve months to fund its
current level of operations.  If unable to obtain the financing
necessary to support its operations, it may be unable to continue
as a viable concern.

                      Loan from Director

On Aug. 12, 2005, the Company borrowed $225,000 from Justin A.
Stanley, Jr., one of its directors.  According to the promissory
note issued in connection with the loan, the Company is obligated
to pay all principal and interest due under the note by no later
than Sept. 12, 2006.  Interest on the unpaid principal balance of
the note accrues at a rate equal to the fluctuating prime lending
rate of LaSalle Bank, N.A., Chicago, Illinois, as such rate is in
effect less one hundred basis points

                      Going Concern Doubt

Sherb & Co., LLP expressed substantial doubt about Company's
ability to continue as a going concern after it audited the
Company's financial statement for the year ended Dec. 31, 2004.
The auditing firm points to the Company's recurring losses from
operations and working capital deficiency.

The Company's management repeats those doubts in its latest
quarterly filing citing:

    * an accumulated deficit of $18,872,000, and

    * a $6,468,000 loss from operations.

The Company also said that it does not expect to generate cash
flows from operating activities during 2005 sufficient to offset
its operating expenditures and it has no firm commitments for any
additional capital.

At June 30, 2005, the Company's balance sheet showed a $694,966
stockholders' deficit, compared to a $1,120,832 positive equity at
Mar. 31, 2004.

Based in Norcross, Georgia, SmartVideo Technologies, Inc. --
http://www.smartvideo.com/-- is a provider of turnkey digital
media solutions that allows for the management and distribution of
live, on-demand, or the downloaded and play of high quality video
to mobile devices.  SmartVideo offers the world's first cross
platform/cross carrier service for aggregating live content and
download and play programming for consumers around the globe.
SmartVideo's robust library of content includes national networks
and local affiliates, news, weather, sports, children's
programming, movies, music videos and many other content genres.
SmartVideo's mobile video solutions provide exceptional image
quality on all existing 2.5g and Edge cellular networks, as well
as future 3g networks.


STELCO INC: Wants Ontario Court to Approve Tricap Agreement
-----------------------------------------------------------
Stelco Inc. (TSX:STE) filed its restructuring agreement with
Tricap Management Limited in the Ontario Superior Court of Justice
on Sept. 28, 2005.

Under the agreement, Tricap will provide Stelco with a
$350 million secured revolving term loan and a standby commitment
to support a rights offering for Secured Convertible Notes to be
issued by Stelco that will generate $75 million in proceeds.  The
rights offering may generate an additional $25 million proceeds if
Tricap exercises its option to purchase additional Secured
Convertible Notes.

The agreement filed with the Court contains the provisions,
conditions and schedules surrounding Tricap's funding commitment.

The Court will convene a hearing on Oct. 3, 2005, to consider
approval on the Tricap agreement.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Oct. 4,
2005.


SURGE GLOBAL: Defaults on Farmout Agreement with Deep Well
----------------------------------------------------------
Deep Well Oil & Gas, Inc. (PINK SHEETS:DWOG) has informed Surge
Global Energy, Inc. and Surge Global Energy (Canada), Ltd. that
they are in default of the terms of the Farmout agreement on Deep
Well's lands.

On Feb. 25, 2005, Deep Well Oil & Gas, Inc. and its subsidiary,
Northern Alberta Oil Ltd., signed a farmout agreement with Surge
Global Energy, Inc. and Surge Global Energy (Canada), Ltd.  This
agreement allowed Surge to earn up to a 40% working interest in
the farmout lands.  Deep Well and Surge amended the agreement on
July 14, 2005, to allow Surge an extension to the Feb. 25, 2005,
agreement until Sept. 25, 2005.  Surge did not "spud" the first
well by Sept. 25, 2005, so the farmout agreement has been noted in
default for this and other reasons.

The financial impact, if any, of the default under the Farmout
Agreement is unclear.

                       About Deep Well Oil

Deep Well Oil & Gas, Inc. is a Nevada corporation based in Alberta
Canada.  Deep Well and its subsidiary Northern Alberta Oil have an
80% working interest in 63 contiguous sections of oil sands leases
in the Sawn Lake oil sands in North Central Alberta, Canada.

Deep Well Oil & Gas, Inc. filed a chapter 11 petition under its
former Allied Devices Corporation name (Bankr. E.D.N.Y. Case No.
03-80962-511) on February 19, 2003.  The Company emerged
from bankruptcy pursuant to a Bankruptcy Court Order entered on
September 10, 2003, with no assets, no liabilities, and a
simplified equity structure.

                       About Surge Global

Surge Global Energy, Inc. engages in the exploration, acquisition,
and development of heavy oil and gas properties in the United
States, Canada, and Argentina. The company primarily operates in
the Sawn Lake Area of Alberta, Canada. It also holds a 40% working
interests in prospects in the Santa Rosa Dome project in Mendoza
province in Argentina and leasehold rights for a natural gas
prospects in the Permian Basin in west Texas, the United States.
The company was incorporated in 1997 and was formerly known as The
Havana Group, Inc. It changed its name to Surge Global Energy,
Inc. in 2004. Surge Global Energy is headquartered in San Diego,
California.


THERMAL ENERGY: Incurs $1.42 Million Net Loss in FY Ending May 31
-----------------------------------------------------------------
Thermal Energy International Inc. (TSX VENTURE:TMG) reported its
financial results for the fiscal year ended May 31, 2005.

Sales for the year were $668,204, a decrease of 27.5% over sales
of $922,510 a year earlier.  The Company recorded a net loss of
$1,421,589 compared to a net loss of $1,117,276 for fiscal 2004.

"These results were disappointing," said John R. Parker, Chairman
of Thermal Energy's Board of Directors.  "As the year progressed
it became evident that significant changes were required both on
the Board and in the executive ranks of the Company and we have
aggressively undertaken those changes."

The changes include the appointments of:

   * Tim Angus as President and CEO, a seasoned executive from a
     Fortune 100 Company (Johnson Controls LP) with significant
     industrial sales and marketing experience;

   * Several new experienced, outside directors to the Board;

   * New qualified, experienced members of the executive
     management team.

"We are very pleased with the direction of the Company, the
efforts of the new management team, and the significant progress
and new opportunities which have resulted from these and other
changes in the four months since fiscal 2005 ended," said Mr.
Parker.  "Our visibility into the first and second quarters of
fiscal 2006 indicates good revenue growth on the road to restoring
Thermal Energy to profitability and becoming the Company
shareholders expect and deserve.  We look forward to reporting
those results to our shareholders in the coming months."

This progress includes signing of two contracts for FLU-ACEr waste
heat recovery systems worth more than $3 million, one for a major
appliance manufacturers and the other, Thermal Energy's largest
contract in the Company's history, is also a major breakthrough
into the pulp and paper sector.

Thermal Energy (TSX VENTURE:TMG) -- http://www.thermalenergy.com/
-- is an environmental and energy technology company established
in 1986. Headquartered in Ottawa, Canada, TMG is a designer,
developer, fabricator, and supplier of proprietary and patented
environmental compliance (air) and energy conservation, renewable
energy products and technology solutions.  Thermal Energy is a
fully accredited professional engineering firm, and offers
advanced process and applications engineering services.  FLU-
ACE(R) and THERMALONOxTM are trademarks of Thermal Energy.

As of May 31, 2005, the Company has assets amounting to $1,314,129
and debts totaling $1,504,723.


THERMOVIEW: Wants Until Oct. 26 to File Schedules & Statements
--------------------------------------------------------------
Thermoview Industries, Inc., and its debtor-affiliates, ask the
U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, for an extension of their time to file their
list of equity security holders, schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.  The Debtors want until
October 26 to file those documents.

The Debtors tell the Court that there are 10 of them in
bankruptcy, operating their businesses from several locations each
having a large number of vendors, employees and customers.

To prepare the required lists, schedules and statements, the
Debtors say they need more time to gather all the necessary
information to accurately prepare all those documents.

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.


TRUDY DEVELOPMENT: Sellers Want Case Dismissed or Stay Lifted
-------------------------------------------------------------
Voyager Boulevard Investments, LLC and South Boulevard
Investments, Inc., the Sellers of a real property under two
expiring Purchase Agreements with Trudy Development LLC, ask the
U.S. Bankruptcy Court for the Southern District of New York to
enter an order to:

  a) dismiss the Debtor's chapter 11 case pursuant to Sections
     1112(b) and 101 of the Bankruptcy Code; or if not

  b) grant relief from the automatic stay under Section 362 of the
     Bankruptcy Code to permit the Sellers to terminate the two
     expiring Purchase Agreements and to otherwise exercise
     their rights and remedies under applicable law, or if not

  c) shorten the period in which the Debtor is to assume or reject
     the Purchase Agreements pursuant to Section 365(d)(2) of
     the Bankruptcy Code.

The Sellers and the Debtor entered into two identical
Purchase Agreements on Nov. 23, 2004, that contain time of the
essence provisions, in which the Sellers agreed to sell to the
Debtor one contiguous and undeveloped fifty-five acre parcel of
property in Clark County, Nevada, for a purchase price of
approximately $83 million.

The two Purchase Agreements originally provided for a closing date
of May 15, 2005, which by later amendments, the absolute outside
closing date was to occur no later than Sept. 16, 2005, which is
also the date the Debtor filed for bankruptcy.

                  Cause for Dismissing
                  the Chapter 11 Case

The Debtor's chapter 11 case is a classic case of a bad faith
filing because its Petition and the accompanying Schedules are
incorrect when they erroneously list total assets of over
$83,000,000.  The Debtor listed the value of the Purchase
Agreements to be the contract price, which it has failed to pay
until now.  Additionally, the Debtor purports to have a personal
property interest in $2 million of so-called deposits.

In reality, those funds were irrevocably paid to the Sellers when
the Debtor exercised its rights under the Amended Agreements to
extend the new outside closing date.  Simply put, the Debtor has
no remaining interest in those funds.

The Sellers state that the Debtor has failed to meet its
contractual burden on a time of the essence real estate
transaction as required in the Purchase Agreements.  Moreover, the
Debtor's bankruptcy filing is nothing more than a delaying tactic
and an attempt to inappropriately use the Bankruptcy Code to
expand nonexistent contract rights.  The Sellers also allege that
the Debtor has no more operations, no cash flow, no assets or
personal property, no employees and no books and records.

                   Cause for Relief from
                    the Automatic Stay

The Sellers ask the Court that they be granted relief from the
automatic stay pursuant to Sections 362(d)(1) and (d)(2) of the
Bankruptcy Code if the Court declines to dismiss the Debtor's
chapter 11 case.

The Debtor's failure to perform and close the Purchase Agreements,
which under both Nevada and New York law is a material breach when
there is a time of the essence provision and use of bankruptcy as
a delaying tactic, constitutes cause allowing for relief from the
automatic stay.

Additionally, cause exists to lift the stay in favor of the
Sellers to terminate the Purchase Agreements because they are not
adequately protected from the harms associated with further
delays and they are covering the costs for the Nevada real estate
property.  The Debtor failed to act within the prescribed period
and the burden of holding and preserving the real estate should
not be placed on the Sellers, if the benefits are to inure to the
Debtor.

The Sellers also entered into the Purchase Agreements with the
Debtor to conduct a multi-parcel transaction to gain the tax
benefits of a like kind exchange under Section 1031 of the United
States Internal Revenue Code.  The Sellers' ability to consummate
a 1031 Exchange is being totally impaired because of the
uncertainty associated with the closing of the sale of the Nevada
real estate property.

              Cause to Shorten the Period For
              the Debtor to Assume or Reject
                 the Purchase Agreements

If the Court declines to dismiss the Debtor's Petition or grant
the Sellers relief from the automatic stay, the Court should at a
minimum shorten the period the Debtor has to assume or reject the
Purchase Agreements pursuant to Section 365(d)(2) of the
Bankruptcy Code, to one business day after the Motion is heard.

The Court will convene a hearing at 2:30 p.m., on Oct. 11, 2005,
to consider the request Voyager Boulevard and South Boulevard.

Headquartered in New York City, New York, Trudy Development LLC,
aka Roxanne Development LLC, filed for chapter 11 protection on
Sept. 16, 2005 (Bankr. S.D.N.Y Case No. 05-18135).  Robert R.
Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $83,402,206 and total debts of $3,175,000.


TRUDY DEVELOPMENT: Section 341(a) Meeting Slated for October 25
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Trudy
Development LLC's creditors at 3:00 p.m., on Oct. 25, 2005, at the
Office of the U.S. Trustee, 80 Broad Street, Second Floor, New
York, New York 10004-1408.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in New York City, New York, Trudy Development LLC,
aka Roxanne Development LLC, filed for chapter 11 protection on
Sept. 16, 2005 (Bankr. S.D.N.Y Case No. 05-18135).  Robert R.
Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $83,402,206 and total debts of $3,175,000.


TURBOSONIC TECHNOLOGIES: Auditor Expresses Going Concern Doubt
--------------------------------------------------------------
Mintz & Partners LLP expressed substantial doubt about TurboSonic
Technologies, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm based its negative going
concern opinion on the Company's significant losses during the
current fiscal year and the past three most recently completed
fiscal years, which have reduced the Company's cash reserves and
reduced stockholders' equity.

The Company has experienced losses in each of its last four fiscal
years, and as a consequence its cash reserves and stockholders'
equity have been reduced.

The loss before tax in fiscal 2005 decreased $571,825 to a loss
before taxes of $245,898, from a loss before taxes of $817,723 for
the same period in fiscal 2004.

At June 30, 2005, the Company had positive working capital of
$370,644 as compared to positive working capital of $460,577 at
June 30, 2004, a decrease of $89,933.  The Company's current ratio
(current assets divided by current liabilities) was 1.13 and 1.37
at June 30, 2005 and June 30, 2004, respectively.

The Company believes that projected cash generated from operations
will be sufficient to meet its cash needs through the end of the
fiscal year ended June 30, 2006 based on its:

       a) current cash and cash equivalents position of over a
          million dollars;

       b) accounts receivable balance of over a million dollars,

       c) expected revenue for fiscal 2006 of at least $8.2
          million based upon orders in-house at June 30, 2005;

       d) anticipated new OEM orders and a steady stream of
          aftermarket orders; and

       e) initiatives to lower operating expenses.

Headquartered in Ontario, Canada, TurboSonic Technologies, Inc.
-- http://www.turbosonic.com/--directly and through subsidiaries,
designs and markets integrated air pollution control and
industrial gas cooling/conditioning systems including liquid
atomization technology and dust suppression systems to ameliorate
or abate industrial environmental problems.


UNIFIED HOUSING: Judge Lynn Dismisses Chapter 11 Case
-----------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for
the Northern District of Texas dismissed the chapter 11 proceeding
of Unified Housing of Kensington, LLC.  Judge Lynn entered on
Sept. 12, 2005, the order dismissing the case with prejudice to
re-filing of a new bankruptcy case.

Judge Lynn said that on Sept. 1, 2005, he approved a Judgment and
Order Approving Settlement and Loan Assumption.  Judge Lynn said
that the conditions set forth for the Closing Consummation in the
Order has been completed and consummated to General Electric
Capital Corporation's satisfaction.

As reported in the Troubled Company Reporter on July 28, 2005,
Judge Lynn approved the Amended Disclosure Statement explaining
the Plan of Liquidation filed by General Electric Capital
Corporation, a secured creditor of the Debtor.

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


US AIRWAYS: Air Canada Expresses Interest to Merge with US Air
--------------------------------------------------------------
Air Canada, a unit of ACE Aviation Holdings Inc., said it would
consider merging with US Airways Group Inc. if laws were changed
to allow combinations between U.S. and Canadian carriers,
Frederic Tomesco of Bloomberg News reports.

In May 2005, ACE entered into an agreement to invest $75 million
in the merged US Airways/America West carrier.  The investment
represents approximately 7% of the merged entity at closing.

In addition, the agreement provides for five-year commercial
agreements between ACE's Air Canada Technical Services unit and
the newly merged entity regarding maintenance services, ground
handling, regional jet flying, network, training and other areas
of cooperation.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 107; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VERILINK CORP: Ehrhardt Keefe Raises Going Concern Doubt
--------------------------------------------------------
Ehrhardt Keefe Steiner & Hottman PC of Denver, Colorado, expressed
substantial doubt about Verilink Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal year ended July 1, 2005.  The auditing
firm cites the Company's working capital deficiency, operating
loss and negative cash flow from operations.

The Company has incurred losses from operations over the last two
fiscal years, and as of July 1, 2005, its current liabilities
exceeded its current assets by $887,000.  Net loss for fiscal 2005
was $37,452,000 compared to the net loss of $26,000 for fiscal
2004.  Net loss was 70.3% of sales for fiscal 2005.  The Company
had net income of $1,520,000, 5.4% of sales, for fiscal 2003.

The Company's balance sheet shows $42,328,000 of assets at July 1,
2005, and liabilities totaling $26,556,000.

Verilink Corporation is a leading provider of next-generation
broadband access products and services.  Its products support the
delivery of voice, video and data services over converged access
networks and enable the smooth migration from present TDM-based
networks to IP-based networking.  Verilink developes,
manufactures, and markets integrated access devices, Optical
Ethernet access products, wireless access devices and bandwidth
aggregation solutions.


VINTAGE PETROLEUM: S&P Affirms BB- Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Vintage Petroleum Inc. and revised its outlook on
the company to stable from negative.

Tulsa, Oklahoma-based Vintage had about $550 million of debt as of
June 30, 2005.

The stable outlook indicates Vintage's improved financial profile,
and in particular, lower debt leverage and stronger cash flows as
result of increased realized commodity prices.  The company's
balance sheet is better positioned to absorb acquisitions, which
the company is likely to pursue to address poor historical reserve
replacement performance.

The company will be challenged to increase production materially
on its current asset base, and management expects to be
acquisitive.  As evidenced by Vintage's recent Alabama purchase,
the company intends to expand its U.S. presence significantly,
which would provide needed geographic and commodity rebalancing.

"The stable outlook reflects Standard & Poor's view that Vintage's
improved financial profile can absorb a modest amount of
additional leverage in the pursuit of incremental asset
purchases," said Standard & Poor's credit analyst Ben Tsocanos.
Acquisitions are likely necessary to offset the significant
production declines it has suffered due to constrained capital
spending and asset sales.  "Future ratings improvement is
predicated largely on addressing production declines in a credit-
neutral manner, but deterioration in operating performance or
substantial worsening of the financial profile through outsized
debt-funded acquisitions could result in a negative outlook
or lower ratings," he continued.


WCI STEEL: Panel Calls Noteholders' Disclosure Statement Deficient
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of WCI Steel, Inc.,
and its debtor-affiliates tells the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, that the Secured
Noteholders' Disclosure Statement filed in support of their Second
Plan of Reorganization does not contain adequate information as
required by Section 1125 of the Bankruptcy Code.

              Noteholders' Second Competing Plan

On Aug. 19, 2005, Wilmington Trust Company as indenture trustee
for the senior secured notes, filed the noteholders' Second Plan
of Reorganization.  The Bankruptcy Court had refused to confirm
the noteholders' first Plan because:

      a) it did not incorporate a labor contract with the United
         Steelworkers Association; and

      b) the plan was structured to force The Renco Group, Inc.,
         WCI's ultimate parent, to shoulder pension payments,
         which left retirees uncertain about their pension
         benefits.

The Second Plan addresses the Bankruptcy Court's concerns and
provides for the assumption and continuance of the current
collective bargaining agreement with USW.  The Second Plan also
assumes and continues all of the Debtors' pension and retiree
medical benefit plans.  The plan proponents tell the Bankruptcy
Court that the Second Plan contemplates pre-funding up to $50
million into the pension plan so that the reorganized WCI will
have a fully funded pension plan.

Under the revised Plan, only two creditor classes are impaired and
are required to vote -- the secured noteholders in Class 2 and the
trade creditors and secured noteholders holding unsecured claims
in Class 7.  All other creditor classes are unimpaired and will be
paid 100% of their claims.  Equity interest holders get nothing
under the Second Plan.

On the effective date of the Second Plan, Wilmington Trust will
receive on behalf of secured noteholders under Class 2:

      a) Cash in an amount sufficient to pay the fees and expenses
         of the Indenture Trustee; and

      b) $100 million principal amount of New Notes; and $4
         million shares of New Common Stock.

Each secured noteholder will also have the right to buy its Pro
Rata Share of $50 million par value of New Preferred Stock.

Any excess of the proposed distributions to Class 2 against the
allowed amount of their claims will be eliminated through the
reallocation of a portion of the New Common Stock to Class 7.

Class 7 claimants, composed of the secured noteholders' deficiency
claims and all allowed claims held by vendors and other
prepetition unsecured creditors, will have the choice to receive a
pro rata share of either:

      a) cash equal to $10 million plus the pension funding amount
         if the Pension Benefit Guaranty Corporation decides to
         terminate the Pension Plans; or

      b) the reallocated shares plus the proceeds of any actions
         Renco.

The noteholders claim that their Second Plan is better than the
Debtor's own revised Plan because:

      1) It pays trade creditors more.  The noteholders say that
         trade creditors under Class 7 will likely receive more
         than 50% of their claims since most of the noteholders
         under Class 7 are expected to opt for the reallocated
         shares rather than cash.

      2) It accommodates existing union agreements as well as the
         Debtors' pension and medical benefit plans.

      3) It provides better recoveries for the Secured
         Noteholders.

      4) The secured noteholders are more reliable owners of
         reorganized WCI than Ira Rennert, the majority owner of
         Renco.  The noteholders claim that several of Mr.
         Rennert's companies are either insolvent or have filed
         for bankruptcy.

The Second Plan will be funded through a $50 million cash
investment from the noteholders plus a $150 million exit facility.

A copy of the noteholders' Second Disclosure Statement explaining
their Second Plan of Reorganization is available for a fee at:
http://www.researcharchives.com/bin/download?id=050929024854

                      Committee Objections

The Committee says that it is unclear, based on the noteholders'
Disclosure Statement, if the Second Plan provides for a better
pro-rata distribution to Class 7 creditors than the noteholders'
original Plan.

The Committee adds that the noteholders' claims that Class 7 trade
creditors will get more under their plan are only true under a
very limited set of circumstances.

After reviewing the variables of enterprise values, collateral
values, and percentages of deficiency noteholder claimants that
might not elect to take a cash distribution under Class 7, the
Committee concludes that there is little likelihood that the
noteholders' claims will ever be true.

Further, the Committee believes that the Disclosure Statement does
not provide enough information on the sources and uses of cash on
the effective date and after the payment of all payments due under
the Second Plan.  The Committee points out that the neither the
Disclosure Statement nor the Second Plan includes the term sheet
for the supposed $150 million exit facility.

The Committee also wants the noteholders to amend the Disclosure
Statement to clarify that the $50 million infusion is in the form
of the purchase of $50 million of Preferred Stock and that the $50
million funding for the pension plan will come not from the
noteholders but form the assets of Reorganized WCI.

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.


WELLS FARGO: Fitch Rates $276,000 Class B-5 Certificates at B
-------------------------------------------------------------
Fitch Ratings-NY-September 28, 2005: Wells Fargo mortgage pass-
through certificates, series 2005-10, are rated by Fitch Ratings:

     -- $269,343,406 classes A-1, A-2, A-PO, A-R, and A-PO, 'AAA'
        ('senior certificates');

     -- $4,408,000 class B-1, 'AA';

     -- $551,000 class B-2, 'A';

     -- $414,000 class B-3, 'BBB';

     -- $275,000 class B-4, 'BB';

     -- $276,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 2.25%
subordination provided by the 1.60% class B-1, the 0.20% class B-
2, the 0.15% class B-3, the 0.10% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.10% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the primary servicing
capabilities of Wells Fargo Bank, N.A., (rated 'RPS1' by Fitch
Ratings).

The transaction consists of one group of 533 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $275,543,189 as
of Sept. 1, 2005, (the cut-off date) and the average principal
balance is $516,967.

The weighted average original loan-to-value ratio of the loan pool
is approximately 74.50%; 6.36% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
5.620% and the weighted average FICO score is 756.  There are no
cash-out or rate/term refinance loans in the loan pool.  The
states that represent the largest geographic concentration are
California (16.22%), New Jersey (7.09%), Washington (5.97%),
Pennsylvania (5.60%), Connecticut (5.50%), Virginia (5.31%),
Illinois (5.28%) and Texas (5.09%). All other states represent
less than 5% of the outstanding balance of the pool.

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,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank, N.A., will act as
trustee.  Elections will be made to treat the trust as a real
estate mortgage investment conduit for federal income tax
purposes.


WELLS FARGO: Fitch Assigns Low-B Rating to Two Class B Certs.
-------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-9, are
rated by Fitch Ratings:

     -- $871,118,271 classes I-A-1 through I-A-16, I-A-PO, I-A-R ,
        II-A-1 through II-A-12, and II-A-PO, 'AAA' ('senior
        certificates');

     -- $17,107,000 class B-1, 'AA';

     -- $4,952,000 class B-2, 'A';

     -- $2,701,000 class B-3, 'BBB';

     -- $1,801,000 class B-4, 'BB';

     -- $1,350,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.25%
subordination provided by the 1.90% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the primary servicing
capabilities of Wells Fargo Bank, N.A., ( rated 'RPS1' by Fitch
Ratings).

The transaction consists of two groups of 1,753 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $900,380,808 as
of Sept. 1, 2005, (the cut-off date) and the average principal
balance is $513,623.

The weighted average original loan-to-value ratio of the loan pool
is approximately 67.94%; 0.97% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
5.810% and the weighted average FICO score is 745.  Cash-out and
rate/term refinance loans represent 32.27% and 22.53 of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California (37.40%), Virginia
(8.16%), New York (5.99%), Maryland (6.10%), and Massachusetts
(5.01%).  All other states represent less than 5% of the
outstanding balance of the pool.

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,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee.  Elections will be made to treat the trust as three real
estate mortgage investment conduits for federal income tax
purposes.


WERNER HOLDING: Moody's Junks Corporate Family & All Debt Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded all of the debt of Werner
Holding Company, Inc.  The change in the ratings reflects Moody's
concerns related to the company's ability to raise prices
sufficiently to offset higher manufacturing and shipping costs.
Moody's has also changed the company's outlook to negative.

These ratings were downgraded:

   * $50 million senior secured revolving credit facility,
     due 2008, lowered to Caa1 from B3;

   * $90 million senior secured term loan, due 2009, lowered
     to Caa1 from B3;

   * $100 million senior secured second lien term loan, due 2009,
     lowered to Caa2 from Caa1;

   * $134 million of 10% senior subordinated notes, due 2007,
     lowered to Caa3 from Caa2; and

   * Corporate Family Rating, lowered to Caa1 from B3.

The ratings outlook was changed to negative from stable.

The downgrade in the ratings reflects:

   * the company's high leverage;
   * weak cash flow generation;
   * challenging competitive environment; and
   * difficulty in passing through higher raw material prices.

For six months ended June 30, 2005 the company's reported a
negative $38 million cash flow from operations and experienced a
negative $42 million in free cash flow.  Sales for the second
quarter of 2005 rose by approximately 12% year over year; however,
despite the increase in sales the company's gross margin decreased
by approximately 300 basis points.

The company's adjusted total debt to EBITDA for the LTM period
ended June 30, 2005 rose to approximately 22 times from
approximately 11 times FYE 2004.  Moody's notes that it adjusts
the company's financial statements for certain off balance sheet
items, including but not limited to pensions, leases, and account
receivable securitizations.  The company's adjusted free cash flow
to adjusted debt declined to 2% for the LTM period ended June 30,
2005 from 12.9% FYE 2004.

Although Werner is the largest manufacturer and distributor of
ladders in the United States, the market has been very competitive
due to imports.  The competitive market has pressured the
company's distribution capability with the largest impact being
the loss of the Home Depot account in 2003.  Moody's is concerned
that the ladder market will remain highly competitive and that the
company will therefore be unable to pass through its higher
manufacturing costs and the impact of raw material price swings.

Although Werner has operations in Mexico, its manufacturing plants
in the U.S. are unlikely to allow it to close the competitive gap
with its China based competitors.  Although Moody's believes
Werner is likely to increase its foreign manufacturing levels, the
pace and the level of improvement from such a change has been slow
in coming relative to the changes in market dynamics and is
unlikely to result in a competitive advantage.

The company's ratings consider Werner's:

   * market share,
   * strong brand recognition, and
   * diversified customer base.

Furthermore, the company seems to have a renewed focus on
improving its cost structure and financial performance.

The ratings and or outlook could improve if the company's cash
flow generation strengthens on a sustainable basis and/or if the
company was able to meaningfully reduce its cost structure.  An
improvement in the company's cushion under its covenants would be
supportive of an improvement in the company's ratings outlook.
The ratings could be further downgraded:

   * if the company's debt levels increase significantly;
   * if its margins weaken; or
   * if its free cash flow further deteriorates.

Headquartered in Greenville, Pennsylvania, Werner Holding Co.,
Inc. is the nation's largest manufacturer and marketer of ladders
and other climbing equipment.  In addition, Werner manufactures
and sells aluminum extruded products.  Total debt as of
June 30, 2005 was approximately $345 million.


WHITING PETROLEUM: Prices 5 Million-Plus Shares of Common Stock
---------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) reported that its public
offering of 5,750,000 shares of common stock was priced at $43.60
per share to the public.

Whiting expects the delivery of the shares to occur on October 4,
2005.  Whiting has granted to the underwriters a 30-day option to
purchase up to 862,500 additional shares of common stock at the
same price per share solely to cover over-allotments, if any.

Assuming no exercise of the over-allotment option, Whiting will
receive net proceeds from this offering of approximately $240.8
million after deducting underwriting discounts and commissions and
estimated expenses of the offering.  Whiting intends to use all of
the net proceeds that it will receive from the offering to pay the
cash portion of the purchase price for the previously announced
acquisition of the North Ward Estes properties and to repay a
portion of the debt currently outstanding under the credit
agreement of its wholly-owned subsidiary, Whiting Oil and Gas
Corporation, that was incurred in connection with the acquisition
of the Postle properties.

Merrill Lynch & Co., J.P. Morgan Securities Inc. and Wachovia
Securities acted as joint book-running managers for the offering.
The offering is being made only by means of a prospectus and
related prospectus supplement, copies of which may be obtained
from Merrill Lynch & Co., 4 World Financial Center, New York, New
York 10080.  An electronic copy of the prospectus will be made
available from the Securities and Exchange Commission's Web site
at http://www.sec.gov/

Headquartered in Denver, Colorado, Whiting Petroleum Corporation
-- http://www.whiting.com/-- is a holding company engaged in oil
and natural gas acquisition, exploitation, exploration and
production activities primarily in the Rocky Mountains, Permian
Basin, Gulf Coast, Michigan and Mid-Continent regions of the
United States.  The Company trades publicly under the symbol WLL
on the New York Stock Exchange.

                      *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on oil and gas exploration and production
company Whiting Petroleum Corp. and removed the rating from
CreditWatch with negative implications.  The outlook is now
stable.

The rating was originally placed on CreditWatch on July 28, 2005.
At the same time, Standard & Poor's assigned its 'B-' rating to
Whiting's proposed $250 million senior subordinated notes due
2014.  Pro forma for the expected capital raises, Denver,
Colorado-based Whiting will have about $930 million in debt.


WHITING PETROLEUM: Prices $250 Million of Senior Sub. Notes
-----------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) priced $250 million of
Senior Subordinated Notes due 2014 in a private placement under
Rule 144A under the Securities Act of 1933.  The securities were
priced at par with a coupon of 7.0%. The private placement is
expected to close on October 4, 2005.

Whiting expects to use the net proceeds from the sale of the notes
to pay the cash portion of the purchase price for the previously
announced acquisition of the North Ward Estes properties and to
repay a portion of the debt currently outstanding under the credit
agreement of its wholly-owned subsidiary, Whiting Oil and Gas
Corporation, that was incurred in connection with the acquisition
of the Postle properties.

The securities sold have not been registered under the Securities
Act of 1933 or any state securities laws and, unless so
registered, the securities may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act of 1933 and applicable state securities laws.

Headquartered in Denver, Colorado, Whiting Petroleum Corporation
-- http://www.whiting.com/-- is a holding company engaged in oil
and natural gas acquisition, exploitation, exploration and
production activities primarily in the Rocky Mountains, Permian
Basin, Gulf Coast, Michigan and Mid-Continent regions of the
United States.  The Company trades publicly under the symbol WLL
on the New York Stock Exchange.

                      *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on oil and gas exploration and production
company Whiting Petroleum Corp. and removed the rating from
CreditWatch with negative implications.  The outlook is now
stable.

The rating was originally placed on CreditWatch on July 28, 2005.
At the same time, Standard & Poor's assigned its 'B-' rating to
Whiting's proposed $250 million senior subordinated notes due
2014.  Pro forma for the expected capital raises, Denver,
Colorado-based Whiting will have about $930 million in debt.


WHITING PETROLEUM: Moody's Rates Proposed $250 Million Notes at B2
------------------------------------------------------------------
Moody's assigned a B2 rating to Whiting Petroleum's pending $250
million senior subordinated note offering.  Together with a
pending common equity offering that could net up to more than $275
million if the underwriters' over-allotment option is exercised,
note and equity proceeds would either directly fund, or repay the
majority of secured bank debt that was incurred to fund, Whiting's
$802 million acquisition of oil and gas reserves from private
Celero Energy.  Moody's also confirmed Whiting Petroleum's Ba3
Corporate Family rating, B2 senior subordinated ratings, and SGL-2
liquidity rating.  The rating outlook is stable.

Whiting is an oil and gas exploration and production company
operating in the:

   * Permian Basin (46% of pro-forma reserves);
   * Rocky Mountains (23%);
   * MidContinent (17%);
   * Gulf Coast (7%);
   * Michigan (6%); and
   * 1% in other regions.

To retain the outlook if not the ratings, Whiting will need to:

   * exhibit sound unit full-cycle economics;
   * sequential quarter production trends; and
   * reduction in pro-forma leverage on proven developed reserves.

Normal review of year-end 2005 results, including FAS 69
disclosures, will provide an important update on the components of
Whiting's organic and all-sources reserve replacement costs.  It
does not appear that Whiting has so far generated organic
production growth in spite of healthy capital spending.

Whiting has made major rapid changes in its reserve and prospect
portfolio composition.  It faces the substantial task of realizing
the operational and cost assumptions made to assess the risk and
economics of remediation, secondary recovery, and tertiary
recovery activity needed to reasonably meet its desired post-
acquisition results.  Moody's estimates pro-forma leveraged unit
full-cycle costs to be escalating towards $28/BOE (unit
production, G&A, interest, and reserve replacement costs).
Moody's estimates that leverage, pro-forma for the note and equity
offerings, is in the range of $5.50/PD BOE of reserves.

While its announced acquisition prices per unit of acquired
reserves have been roughly in the mainstream for acquisitions
during this long up-cycle, prices paid per unit of daily
production have been high, PD reserve components have been low
and, given the nature and oilfield services intensive needs of the
Celero properties in particular, unit production costs for the
acquired properties have been high.  Moody's envisions that unit
production and production tax costs will proceed past $11/BOE of
daily production.

Thus, the confirmation is largely driven by:

   1) Whiting's pattern of supportive common equity funding for
      acquisitions;

   2) rising scale and increased diversification of reserves,
      production, and prospect locations by region, basin, field,
      play type, and exploitation activity; and

   3) an expected price environment supportive of adequate cash
      flow before capital spending.

Whiting is also the operator for roughly 95% of the acquired
Celero properties, providing it with control over timing, cost,
and the nature of remediation and exploitation activity that is
absolutely vital to justifying their acquisition.  Whiting may
also benefit from the influx of technical talent and regional
knowledge expected to come with the Celero employees that have
worked the properties over the years.  Whiting's pro-forma PD
reserve life is somewhat over a durable 11 years, though long
lived reserves typically incur higher unit production costs too.

The rating confirmation comes in spite of:

   1) a lack of visible evidence so far of strong underlying
      organic operational performance since Whiting's initial
      ratings; and

   2) acquisition event risk should Whiting find it no longer
      practicable to issue adequate common equity to fund future
      acquisitions.

It appears that Whiting's organic production trend has been
modestly negative.

The ratings had been placed on review for downgrade in July 2005
upon Whiting's announced highly leveraged, operationally
intensive, and at least initially very expensive acquisition of
two old and very mature producing fields from Celero.  The North
Ward Estes properties yield well below 10 boe per day of
production per producing well.

While the Celero properties may prove to be favorable additions to
Whiting, a high level of sustained general remediation, drilling,
completion, re-fracturing and re-completion success,
recommencement and remediation of secondary recovery activity, and
tertiary recovery success is required to deliver targeted results.
Until Whiting's assumptions for the Celero properties are
validated by performance, escalated execution risk has been
inserted into Whiting's credit profile.

Due to the relative acquisition scale, its future capital needs,
very large proven undeveloped reserves, and significant commercial
and execution risk to bring the PUD's to production, a substantial
common equity offering was needed to adequately spread acquisition
valuation and performance risk across the capital structure and
generally contain leverage on PD reserves.

By Whiting's estimate, it acquired 122.3 million barrels-of-oil-
equivalent (mmboe) of proven reserves, of which a low 43% was PD
reserves and a low roughly 30% was proven developed producing
(PDP) reserves (PDP reserves are the producing subset of PD
reserves).  The properties generated a proportionately low 7,977
BOE per day of production at announcement.  The acquisition price
paid thus equated to a very high $100,543 paid per BOE of current
daily production, though this may have moderated a bit with
reportedly higher second quarter production while still being
operated by Celero.  Whiting is paying roughly $11/boe all-in for
total proven reserves, including $534 million of reported future
capital needed to bring the large 57% component of proven
undeveloped (PUD) reserves and 15% component of proven developed
non-producing reserves to production.

Moody's notes that roughly 30 mmboe of the acquired reserves
require subsequent commercially successful tertiary recovery (CO2
flooding) before those reserves can be confirmed as PUD reserves
and proceed to PD reserves and then commercial producing PDP
reserves.  Excluding the tertiary recovery reserves, the
acquisition would be more expensive still.

In light of the composition and up-cycle timing of the Celero
acquisition, Moody's anticipates significantly higher unit
production costs, and a clear break from its prior comparatively
lower reserve replacement costs to much higher costs attendant
with rapid up-cycle growth, especially given intense sector
competition for properties.

Though Whiting has issued adequate common equity funding for
acquisitions to date, its pattern has been to announce the
companion equity offerings several months after its acquisition
announcements.  This is a substantial time lag that exposes
Whiting's willingness to launch equity, and therefore exposes the
ratings, to general shifts in market sentiment and Whiting-
specific exposure to intervening quarterly results or an
unfavorable post-acquisition market view of an acquisition.

The confirmed SGL-2 Speculative Grade Liquidity rating indicates:

   * over the next four quarters, sound combined cash flow cover
     of interest expense and sustaining capital spending;

   * ample back-up liquidity; and

   * adequate covenant coverage relative to currently budgeted
     outlays and a planned reasonable level of acquisition
     activity.

Whiting paid $343 million in cash to Celero on August 4, 2005 for
the first property package (Postle Field), spread across five
property units in Texas County, Oklahoma.  It will pay $442
million in cash and issue 441,500 Whiting common shares to Celero
on October 4, 2005 for the second package (North Ward Estes
Field), located in the West Texas region of the Permian Basin.

Assuming at least roughly $275 million of common equity is finally
raised, Moody's projects that pro-forma Debt/PD Reserves would be
reduced from a very high $7.55/PD BOE to roughly $5.50/PD BOE of
reserves.  With the common equity, debt plus total future
development capital spending would be reduced from roughly
$6.80/BOE of total proven reserves to $5.90/BOE of proven
reserves.

Whiting now operates on a much larger scale and diversification
after its 2004 and 2005 acquisitions.  Whiting's second quarter
2005 average daily production was 30,000 mmboe/day and pro-forma
production would approach 38,000 mmboe/day.  Pro forma for all
2005 acquisitions, total reserves approximate 274 mmboe, of which
approximately 162 mmboe are PD reserves.  Year-end 2004 proven
reserves totaled 144.2 mmboe and PD reserves totaled 101 mmboe.
At year-end 2003, reserves totaled a far smaller 73.1 mmboe, of
which 54.8 mmboe was PD reserves.

Whiting Petroleum Corporation is headquartered in Denver,
Colorado.


WINN-DIXIE: Has Until Dec. 19 to File Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended Winn-Dixie Stores, Inc., and its debtor-affiliates'
exclusive periods to:

   -- file a plan of reorganization to Dec. 19, 2005; and
   -- solicit acceptances of that plan to Feb. 20, 2006.

As previously reported in the Troubled Company Reporter on
Aug. 22, 2005, the Debtors have focused substantial attention on
the formulation and implementation of a market area reduction
program that is expected to result in the sale or closure of 326
stores.  This Footprint Process is now well underway.

However, because of the size and complexity of their Chapter 11
cases, the Debtors believe that, even if they continue to make
substantial progress in their proceedings, it is likely that they
will need to request a further extension of their Exclusive
Periods.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, asserts that terminating the Exclusive Periods at this
time would encourage the development of competing multiple plans
that could lead to unwarranted confrontations, litigation and
increased administrative costs.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Has Until Dec. 19 to Decide on Leases
-------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 23, 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Middle District of Florida
to further extend to Dec. 19, 2005, the period within which they
must assume, assume and assign or reject unexpired real property
leases.

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Victory Real Estate Investments, LLC, and Victory Investments,
Inc., asks the Court to deny the Debtors' request.  In the
alternative, the Landlords ask Judge Funk to shorten the Debtors'
time for assumption or rejection of leases as it specifically
relates to them.

                           Court Order

Judge Funk extends the period within which the Debtors must move
to assume or reject their unexpired leases through Dec. 19, 2005.

However, with respect to the lease governing Store No. 734, the
Debtors must decide what to do with that lease by Sept. 30, 2005.

Victory Real Estate Investments, LLC, withdrew its objection to
the requested extension.  The Court will continue the hearing on
the objections filed by PMG Ocean Associates, LP, at a later
date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Two Commercial Net Leases Rejected Effective Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Winn-Dixie Stores, Inc., and its debtor-affiliates to
reject two unexpired leases with Commercial Net Lease Realty,
Inc.:

      Store No.                  Location
      --------                   --------
        2719       1707 Villa Rica Highway Dallas, Georgia
        2721       9105 Hickory Flat Highway Woodstock, Georgia

The Leases are deemed rejected effective as of Sept. 30, 2005,
Judge Funk declares.

As reported in the Troubled Company Reporter on Sept. 12, 2005,
rejecting the Leases will save the Debtors' estates costs
incurred with respect to administrative expenses, including rent,
taxes, insurance premiums, and other charges, Cynthia C. Jackson,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida, asserted.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


* Corporate Revitalization Partners Absorbs RKG Osnos in Merger
---------------------------------------------------------------
Corporate Revitalization Partners LLC and RKG Osnos Partners LLC
announced the merger of their organizations.  The merger,
effective immediately, consolidates their three main strengths:
their pool of experienced turnaround professionals, focus on
interim-management and debtor-only services, and strong industry
history and cultures.  Financial details were not available.

"The timing for the merger was right, it enhances our national
footprint and expands the bench strength of interim-managers for
the two companies," said William Snyder, managing partner, CRP.
"This is a great opportunity for two great organizations to
leverage our respective strengths for the benefit and success of
our clients.  The new organization will have added capacity and a
stronger presence in the Northeast.  We will continue to be a
partner-based and run organization, we will be hands-on and a
roll-up-your-sleeves company that puts the client first and
foremost."

The new company will continue to operate as CRP and will add
approximately eight turnaround professionals for an estimated
total of 50 professionals nationwide.  The new coast-to-coast
organization will continue to have key offices in New York City,
Dallas and Los Angeles, and will keep its administrative offices
in Dallas.  Gil Osnos and Greg Rorke, president and chairman,
respectively, of RKG Osnos, will become managing partners of CRP.

"We are very excited about this new organization," said Gil Osnos.
"We think that the combined strength of the two firms and with the
same business approach creates a truly national and leading
interim-management firm for middle-market companies."

Snyder noted that CRP has remained busy during the recent slow-
down in the turnaround industry and that "this merger is a
testament that the CRP model works.  Our debtor-only approach is
not only shared by both organizations, but it's an approach that
leverages our strengths in interim management and advisory
services."

Corporate Revitalization Partners LLC -- http://www.crpllc.net--  
is a national turnaround management firm.  CRP provides Interim
Management, Operational and Financial Advisory Services,
Bankruptcy Support, Merger, Acquisition and Due Diligence Support
and Financial Restructuring.  CRP professionals have experience in
a broad range of industries, including: Aerospace and Defense,
Business Services, Chemicals and Plastics, Computers and
Electronics, Consumer Products, Fabric/Apparel, Food and Beverage,
Retail, Telecommunications and Transportation, among others.


* Paul Miltonberger Joins Epstein Becker's Litigation Practice
--------------------------------------------------------------
Epstein Becker & Green, P.C., welcomed Paul C. Miltonberger in its
National Litigation practice in the firm's Chicago office.  Mr.
Miltonberger came from a five year stint as in-house counsel at
Sears, Roebuck and Co., where, most recently, he was Associate
General Counsel and head of corporate and securities litigation.

He will primarily focus on complex commercial litigation, consumer
fraud, and electronic discovery and document retention.  "Paul
Miltonberger is a tremendous asset to EBG, not simply because of
his skill as a lawyer, but because of his great personal integrity
and commitment to quality," said Diane Romza-Kutz, the managing
partner of EBG's Chicago office.

In the past, Mr. Miltonberger has made his mark in commercial
litigation, trying several multi-million dollar claims to jury
verdict.  His broad and diverse experience includes numerous
class-action lawsuits, such as those alleging securities
violations, improper information sharing and invasion of privacy,
misrepresentation, consumer fraud and deceptive business practices
-- including those involved with California's Section 17200 and
similar statutes in other states.

His experience includes Truth in Lending Act violations, such as
250 consolidated bankruptcy actions alleging improper credit-
statement disclosures, and has handled numerous invasion of
privacy claims, such as a California class of four million credit-
card holders and three Illinois cases seeking a national class of
40 million cardholders.

Mr. Miltonberger has also handled several high profile decisions.
He was responsible for the successful defense of a national
franchisor against claims by a franchisee for tortious
interference with contract and business expectancy.  The
plaintiffs sought $10 million in compensatory damages and $20
million in punitive damages.  The jury trial lasted two weeks in
the United States District Court, Northern District of Illinois.

In a matter filed in state court in DuPage County, Illinois, the
jury awarded his clients $7,985,400.  The award is one of the
largest jury verdicts awarded in Illinois in favor of a landowner
in an eminent domain case.

Mr. Miltonberger has engaged in inquiries and investigations
conducted by the SEC and various states' attorneys' general, and
has significant experience and expertise regarding corporate
document retention policies, practices, and electronic discovery
issues.  He has handled business torts, chancery actions, product
and professional liability, surety and construction claims, and
employment termination issues.

Mr. Miltonberger graduated cum laude from the University of
Illinois College of Law in 1983.

Founded in 1973, Epstein Becker & Green, P.C. --
http://www.ebglaw.com/-- is a law firm with more than 375
attorneys practicing in 11 offices throughout the U.S. -- Atlanta,
Chicago, Dallas, Houston, Los Angeles, Miami, New York, Newark,
San Francisco, Stamford, and Washington, D.C. -- and affiliations
worldwide.

The firm's size, diversity, and global affiliations allow its
attorneys to address the needs of both small entrepreneurial
ventures and large multinational corporations on a worldwide
basis, including domestic, Fortune 100, middle market, and
international affiliates.

* BOOK REVIEW: The Turnaround Manager's Handbook
------------------------------------------------
Author:     Richard S. Sloma
Publisher:  Beard Books
Paperback:  244 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122409/internetbankrupt

In the introduction to this book, the author suggests that an
accurate subtitle could be "How to Become a Successful Company
Doctor."   Using everyday medical analogies throughout, he targets
"corporate general practitioners" charged with the fiscal health
of their companies.

As with many human diseases, early detection of turnaround
situations is critical.  The author describes turnaround
situations as a continuum differentiated by length of time to
disaster: "Cash Crunch," "Cash Shortfall," "Quantity of Profit,"
and "Quality of Profit."

The book centers on 13 steps to a successful turnaround.  The
steps are presented in a flowchart form that relates one to
another.  Extensive data collection and analysis are required,
including the quantification of 28 symptoms, the use of 48
diagnostic and analytical tools, and up to 31 remedial actions.
(In case the reader balks at the effort called for, the author
points out that companies that collect and analyze such data on a
regular basis generally don't find themselves in a turnaround
situation to begin with!)

The first step is to determine which of 28 symptoms are plaguing
the company.  The symptoms generally pertain to manufacturing
firms, but can be applied to service or retail companies as well.
Most of the symptoms should be familiar to the reader, but the
author lays them out systematically, and relates them to the
analytical tools and remedial actions found in subsequent
chapters.  The first seven involve the inability to make various
payments, from debt service to purchase commitments.  Others
include excessive debt/equity ratio; eroding gross margin;
increasing unit overhead expenses; decreasing product line
profitability; decreasing unit sales; and decreasing customer
profitability.

Step 2 employs 48 diagnostic and analytical tools to derive
inferences from the symptom data and to judge the effectiveness of
any proposed remedy.  The author begins by saying "...if the only
tool you have is a hammer, you will view every problem only as a
nail!"  He then proceeds to lay out all 48 tools in his medical
bag, which he sorts into two kinds, macro- and micro-tools.
Macro-tools require data from several symptoms or assess and
evaluate more than a single symptom, whereas micro-tools more
general-purpose in function.  The 12 macro-tools run from "The Art
of Approximation" to "Forward-Aged Margin Dollar Content in Order
Backlog."  The 36 micro-tools include "Product Line Gross Margin
Percent Profitability," "Finance/Administration People-Related
Expenses As Percent Of Sales," and "Cumulative Gross $ by Region."

Next, managers are directed to 31 possible remedial actions,
categorized by the four-stage turnaround continuum described
above.  The first six actions are to be considered at the Cash
Crunch stage, and range from a fire sale of inventory to factoring
accounts receivable.  The next six deal with reducing people-
related expenses, followed by 13 actions aimed at reducing
product- and plant-related expenses.  The subsequent five actions
include eliminating unprofitable products, customers, channels,
regions, and reps.  Finally, managers are advised on increasing
sales and improving gross margin by cost reduction in various
ways.

The remaining steps involve devising the actual turnaround plan,
ensuring management and employee ownership of the plan, and
implementing and monitoring the plan.  The advice is
comprehensive, sensible and encouraging, but doesn't stoop to
clich, or empty motivational babble.  The author has clearly
operated on patients before and his therapeutics have no doubt
restored many a firm's financial health.


                          *********

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.

                *** End of Transmission ***