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      T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, October 3, 2005, Vol. 9, No. 234

                          Headlines

ACE SECURITIES: Moody's Rates Class B-1 Sub. Certificates at Ba2
ACTUANT CORP: Earns $19.1 Million of Net Income in Fourth Quarter
ADELPHIA COMMS: Wants to Hire Fisher Sweetbaum as Special Counsel
ADVANCED COMMS: Engages Broadmark Capital as Financial Advisor
ALDERWOODS GROUP: 11 Officers Acquire 1,650 Shares of Common Stock

ALLIANCE GAMING: Targets Annual Report Filing by Nov. 3
AMERICAN ITALIAN: Lenders Waive Covenants Under Credit Agreement
AMERICAN ITALIAN: Retains Alvarez & Marsal to Improve Operations
ANCHOR GLASS: Panel Objects to Prepetition Utility Bill Payments
ANCHOR GLASS: Panel Says Acclaris Lacks Experience as Claims Agent

ANIXTER INTERNATIONAL: Moody's Affirms LYON's Notes' Ba3 Rating
ARMSTRONG WORLD: Asks Court to Okay EFP Floor Products Settlement
ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Oct. 18
ATA AIRLINES: Gets Court Nod to Obtain NCBI Credit Agreement
BABCOCK & WILCOX: Files Joint Reorganization Plan with Committee

BANC OF AMERICA: Fitch Rates $463,000 Class B-4 Certs. at BB
BIONICHE LIFE: Losses & Financial Woes Spur Going Concern Doubt
BIONICHE LIFE: Board to Sell Bioniche Pharma Majority Ownership
BMC INDUSTRIES: Court Bars Panel from Pursuing Avoidance Actions
BROOKLYN HOSPITAL: Files Chapter 11 Petition in E.D. New York

BROOKLYN HOSPITAL: Voluntary Chapter 11 Case Summary
BUEHLER FOODS: Court Approves D&K Healthcare Supply Agreement
BUEHLER FOODS: Wants to Disburse $1.4 Million to Harris Bank
CCS ACQUISITION: Moody's Junks $130 Million Secured Term Loan
CENTRAL PARKING: Dutch Auction Tender Offer to Expire on Oct. 14

CENTURY/ML: Objects to Highland Holding's Multi-Million Claim
CITIGROUP MORTGAGE: Moody's Rates Class B-5 Sub. Certificate at B2
COMPOSITE TECH: Court Continues Financing Hearing to Oct. 11
CWALT INC: Fitch Assigns B Rating to $1.8 Mil. Class B-4 Certs.
CWALT INC: Fitch Puts B Rating on $2.2 Mil. Mortgage Certificates

DALRADA FINANCIAL: Registers 244 Million Common Shares for Resale
DELPHI CORP: Liquidity, Supplier Payments & Debt Covenant Update
DELTA AIR: Brings In Hogan & Hartson as Aviation Counsel
DELTA AIR: Court Okays Continuation of Insurance Programs
DELTA AIR: Wants to Reject a Dozen Burdensome Contracts & Leases

DIGITAL VIDEO: June 30 Balance Sheet Upside-Down by $1.1 Million
DRESSER INC: Lenders Agree to Extend Filing Deadline to Nov. 14
E*TRADE FIN'L: Inks Pact to Buy JPMorgan's BrownCo Unit for $1.6B
EMMIS COMMUNICATIONS: Reports Second Quarter Financial Results
EMMIS COMMS: Selling 4 More TV Stations to Blackstone for $259MM

EXCALIBUR IND: Stockholders' Plan Voting Meeting Moved to Oct. 19
FAIRFAX FINANCIAL: Fitch Withdraws BB+ Rating on Subsidiaries
FALCON PRODUCTS: Court Rejects Ad Hoc Panel's Call for Documents
FALCON PRODUCTS: PBGC Says Distress Termination Proof Not Adequate
FEDERAL-MOGUL: Inks Pacts to Facilitate Emergence from Bankruptcy

FEDERAL-MOGUL: Wants Open-Ended Deadline to Remove Civil Actions
FOAMEX INT'L: Wants Approval to Hire Paul Weiss as Lead Counsel
FOAMEX INT'L: Young Conaway Tapped as Bankruptcy Co-Counsel
FOAMEX INT'L: Hires Miller Buckfire as Financial Advisor
FOAMEX CAPITAL: Voluntary Filing Cues Moody's to Withdraw Ratings

FORD MOTOR: Ratifies Labor Contract with Canadian Union
FORD MOTOR: Reducing Number of Suppliers to Cut Purchasing Costs
FRONTIER INSURANCE: Insurance Management Gets 100% of New Stock
GB HOLDINGS: Wants Sonnenschein Nath as Bankruptcy Counsel
GB HOLDINGS: Taps Libra Securities as Financial Advisor

GB HOLDINGS: Wants Until Oct. 29 to File Schedules & Statements
GENERAL MOTORS: Ratifies Labor Contract with Canadian Union
HANDMAKER JEWISH: Case Summary & 20 Largest Unsecured Creditors
HCA INC: SEC Initiates Formal Probe on Insider Stock Trading
HEALTH INSURANCE: Proposed Merger Prompts Fitch's Negative Watch

HEALTHY DIRECTIONS: Moody's Rates $15 Million Facility at B3
INSTITUTE FOR RADIOLOGICAL: Case Summary & 3 Largest Creditors
INTEGRATED HEALTH: Wants to Settle Reward & Coverage Lawsuits
JP MORGAN: Fitch Places Low-B Ratings on Six Certificate Classes
KAISER ALUMINUM: Court Approves Monument Group Settlement Pact

KAISER ALUMINUM: Court Okays $137MM Underwriters Settlement Pact
KMART CORP: Wants Objections to PMCC & HNB Claims Amended
KRISPY KREME: Largest Franchise Principals File Fraud Lawsuit
LIN TV: Subsidiary Completes $190 Million Private Debt Placement
MERIDIAN AUTOMOTIVE: CIT Wants Stay Lifted to Recover Equipment

MERIDIAN AUTOMOTIVE: Court Okays Sale of Two Assets in Michigan
MERIDIAN AUTOMOTIVE: Consensually Settled Issues with New Center
MIRANT CORP: Court Approves Second Amended Disclosure Statement
MIRANT CORP: Court OKs Longview's $516K Break-Up Fee in Wash. Sale
MIRANT CORP: Reports Settled & Unresolved Litigation Claims

NAPIER ENVIRONMENTAL: Appoints Dr. Doug Thiemann as New Director
NEIMAN MARCUS: Moody's Affirms $500 Million Notes' Rating at B3
NORTHWEST AIRLINES: East Texas Capital Lobbies for Equity Panel
NORTHWEST AIRLINES: IAM Receives Wage & Benefit Cuts Proposal
NRG ENERGY: Inks Pact to Acquire Texas Genco for $5.8 Billion

NWA AIRCRAFT: Case Summary & 100 Largest Unsecured Creditors
O'SULLIVAN IND: Continues Lender Talks & Extends Forbearance Pact
QWEST COMMS: Won't Pursue MCI Deal in Wake of Merger Vote
RADNOR HOLDINGS: Offering $50 Million Securities for Purchase
RAINIER CBO: Deleveraging Prompts Fitch to Raise Ratings

REFCO GROUP: Moody's Reviews B3 Senior Subordinated Debt Rating
RURAL/METRO: Balance Sheet Upside-Down by $98.64-Mil. at June 30
SAKS INC: Names Michael Archbold EVP/Chief Fin'l. & Admin. Officer
SECURITIZED ASSET: Fitch Places BB+ Rating on $14MM Private Certs.
SHOPKO STORES: Extending 9-1/4 Debt Tender Offer Until Oct. 18

SIERRA PACIFIC: Fitch Rates Senior Unsecured Debt at B+
SOUTHAVEN POWER: Court Denies Erie's Motion to Appoint a Committee
STELCO INC: Files Updated Draft of Restructuring Plan
TERMOEMCALI FUNDING: 100% of Noteholders Tender 10.125% Sr. Notes
TOUCH AMERICA: Plan Trustee Has Until Jan. 5 to Object to Claims

TOUCH AMERICA: Plan Trustee Wants Until Feb. 1 to Decide on Leases
TRINSIC INC: Converts Preferred Stock to Common Stock at $2/Share
TRUST ADVISORS: Case Summary & 6 Largest Unsecured Creditors
UNITED RENTALS: Moody's Confirms Corporate Family Rating at B2
VENTURE HOLDINGS: Grand Jury Probes Accounting Practices for Fraud

WCI COMMUNITIES: Issues $100 Million Junior Subordinated Notes
WELLS FARGO: Fitch Puts BB Rating on $1 Million of Certificates
WELLS FARGO: Fitch Puts Low-B Ratings on Three Cert. Classes
WINN-DIXIE: Court Keeps Equity Panel Disbandment Motion Secret
WINN-DIXIE: Equity Committee Wants Paul Hastings as Legal Counsel

WINN-DIXIE: Wants to Reject Seven Kentucky Leases

* BOND PRICING: For the week of Sept. 26 - Sept. 30, 2005

                          *********

ACE SECURITIES: Moody's Rates Class B-1 Sub. Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by ACE Securities Corp. Home Equity Loan
Trust, Series 2005-HE5, and ratings ranging from Aa1 to Ba2 to the
mezzanine/subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
sub-prime mortgage loans originated by Fremont Investment & Loan,
a California state chartered industrial bank, with respect to
approximately 86.46% of the total mortgage loans.  The remaining
mortgage loans were originated by various originators, none of
which have originated more than 5% of the mortgage loans.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization and excess spread.  The credit quality of
the loan pool is in line with the average loan pool backing recent
sub-prime securitizations.  Moody's expects collateral losses on
this pool to range from 5.35% to 5.80%

Wells Farge Bank, N.A., will service the mortgage loans in this
pool.  Wells Fargo Bank, N.A. will be the master servicer.

The complete rating actions are:

Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE5
Asset Backed Pass-Through Certificates:

   * Class A-1, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class A-2C, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class M-7, rated Baa1
   * Class M-8, rated Baa2
   * Class M-9, rated Baa3
   * Class M-10, rated Ba1
   * Class B-1, rated Ba2


ACTUANT CORP: Earns $19.1 Million of Net Income in Fourth Quarter
-----------------------------------------------------------------
Actuant Corporation (NYSE:ATU) reported its record sales
and earnings for its fourth quarter and fiscal year ended
August 31, 2005.  Fourth quarter fiscal 2005 net earnings and
diluted earnings per share were $19.1 million and $0.63,
respectively.  This compares to net earnings and EPS of
$18.3 million and $0.67, respectively, for the fourth quarter of
fiscal 2004.  Fiscal 2004 fourth quarter results included a charge
of $7.1 million, net of tax, or $0.25 per diluted share, arising
from the early extinguishment of debt and net income from
discontinued operations of $10.9 million, or $0.39 per diluted
share, due to the release of a reserve for obligations related to
the fiscal 2000 spin-off of APW Ltd.

Current year fourth quarter results include $0.7 million
($0.02 per diluted share) of net expense resulting from the
Company's previously announced adoption of Financial Accounting
Standards Board Statement No. 123R, "Accounting for Stock Based
Compensation" in the fourth quarter.  Excluding these three items,
comparable fourth quarter EPS increased 23% to $0.65 per diluted
share this year from $0.53 per diluted share last year (see
attached reconciliation of earnings).

Net earnings for fiscal 2005 were $71.3 million, or $2.42 per
diluted share, compared to $34.8 million, or $1.32 per diluted
share for the prior year.  In fiscal 2004, the Company recorded
net of tax special charges of $25.1 million, or $0.91 per diluted
share, due to the early extinguishment of debt and income from
discontinued operations of $10.9 million, net of tax, or $0.39 per
diluted share, due to the release of a reserve for obligations
related to the Spin-off.  The Company's adoption of SFAS 123R in
fiscal 2005 resulted in a non-cash reduction to net income of $2.7
million, or $0.09 per diluted share.  Excluding these three items,
comparable EPS was $2.51 per diluted share in fiscal 2005, a 36%
increase over the $1.84 per diluted share in the prior year.

Fourth quarter sales increased approximately 44% to $269.4 million
compared to $187.8 million in the prior year.  Current year
results include those from Key Components, Inc., Hydratight
Sweeney, Hedley Purvis Holdings Limited, Yvel S.A., and A.W.
Sperry Instruments, Inc., which were acquired during fiscal 2005.
Excluding the impact of foreign currency exchange rate changes,
fourth quarter core sales (year-over-year sales in both existing
and acquired businesses) decreased approximately 2%.  Fourth
quarter sales for businesses owned at least twelve months declined
5% compared to the prior year, excluding foreign currency rate
changes.  Both of these declines were the result of forecasted
sales reductions in the recreational vehicle and automotive
convertible top markets.  Excluding sales into these two markets
and foreign currency exchange rate changes, fourth quarter core
sales increased 6%.

Actuant's sales for fiscal 2005 were $976.1 million, approximately
34% higher than the $726.9 million generated in the prior year,
reflecting revenues added through fiscal 2005 business
acquisitions.  Excluding the impact of foreign currency rate
changes, core sales for the fiscal year increased 1% and sales
from businesses owned at least twelve months decreased 2%.

Commenting on the results, Robert C. Arzbaecher, Chief Executive
Officer, stated, "Actuant finished fiscal 2005 strongly, driving
another quarter of solid year-over-year earnings growth from
continuing operations. Once again, we saw the benefit of Actuant's
diversity as the year-over-year sales declines in the RV and auto
markets were offset by strength elsewhere.  During the fourth
quarter, Actuant benefited from strong performance in its
industrial tools businesses, including the newly acquired bolting
businesses (Hydratight Sweeney and Hedley Purvis), which are
enjoying strong demand from the oil and gas markets. In addition
to record results, fourth quarter cash flow was exceptional,
leading to a $41 million reduction in net debt."

Mr. Arzbaecher added, "We are extremely pleased with our progress
in fiscal 2005, including the acquisition of five businesses that
strengthened our existing units, increased portfolio
diversification, provided business expansion opportunities in new
markets, and were all accretive to earnings.  On a full-year basis
and excluding last year's 13% Senior Subordinated Note buyback
charges, the $2.42 diluted earnings per share from continuing
operations in fiscal 2005 was over 30% higher than a year ago, and
was the fifth consecutive year of EPS growth in excess of 15%.

Regarding the outlook for Fiscal 2006, Mr. Arzbaecher commented,
"We have confidence in our ability to continue to generate
earnings growth.  We are reaffirming our fiscal 2006 guidance,
which included diluted earnings per share of $2.75-$3.00 on sales
of $1.15-$1.175 billion.  We expect higher earnings growth in the
second half of the year relative to the first half due to the
timing of automotive platform launches and current RV market
conditions.  First quarter sales are expected to be in the $270-
280 million range, generating EPS of approximately $0.62-$0.67 per
diluted share.  We anticipate generating free cash flow of
approximately $100 million in fiscal 2006, which will be used for
debt reduction and/or acquisitions."

The Company's strong cash flow drove $41 million of net debt
reduction during the fourth quarter, reducing net debt to
approximately $432 million (gross debt of $442 million less
approximately $10 million of cash).  Borrowing availability under
the Company's revolving credit facility remains high, with over
$200 million available at August 31, 2005 to fund operating and
acquisition activities.

Fiscal 2005 fourth quarter Tools & Supplies segment sales were
$174.3 million, approximately 64% higher than last year due to
strong industrial tools business growth and acquisition benefit.
Excluding the impact of foreign currency rate changes, year-over-
year fourth quarter Tools & Supplies segment core sales increased
10% and sales from businesses owned at least twelve months
increased 9%.  Fourth quarter fiscal 2005 Engineered Solutions
segment sales increased approximately 17% to $95.1 million,
compared to $81.5 million in the previous year.  Excluding the
impact of foreign currency rate changes, fourth quarter Engineered
Solutions core sales decreased 19% and sales from businesses owned
at least twelve months decreased 24%, the result of expected lower
sales to automotive convertible top and RV motor home OEMs.

Year-over-year, Actuant's fiscal 2005 fourth quarter and full
fiscal year operating profit increased 45% to $35.3 million and
36% to $122.5 million, respectively.  These increases are in line
with the corresponding increases in sales.  Year-over-year fourth
quarter operating profit margins expanded from 12.9% to 13.1%,
despite the negative impact of stock option expense in fiscal
2005.  Excluding approximately $1.1 million of stock option
expense, fourth quarter operating profit margins increased
approximately 60 basis points to 13.5%.  Tools & Supplies segment
margins expanded due to favorable sales mix, including
acquisitions, partially offset by the impact of stock option
expense.  Fourth quarter Engineered Solutions segment margins also
benefited from sales mix attributable to current year
acquisitions, but declined overall due to stock option expense and
lower overhead absorption attributable to reduced sales volumes.

Headquartered in Glendale, Wisconsin, Actuant Corporation --
http://www.actuant.com/-- is a diversified industrial company
with operations in over 30 countries.  The Actuant businesses are
market leaders in highly engineered position and motion control
systems and branded hydraulic and electrical tools and supplies.
Formerly known as Applied Power Inc., Actuant was created in 2000
after the spin-off of Applied Power's electronics business segment
into a separate public company called APW Ltd.  Since 2000,
Actuant has grown its sales run rate from $482 million to over
$1 billion and its market capitalization from $113 million to over
$1.4 billion.  The company employs a workforce of more than 5,000
worldwide.  Actuant Corporation trades on the NYSE under the
symbol ATU.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2005,
Standard & Poor's Ratings Services assigned its preliminary 'B+'
subordinated debt rating to Actuant Corp.'s $900 million universal
415 shelf registration.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on the Milwaukee,
Wisconsin-based company.  S&P says the outlook is stable.


ADELPHIA COMMS: Wants to Hire Fisher Sweetbaum as Special Counsel
-----------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Fisher, Sweetbaum & Levin, P.C., as
their special counsel to continue to represent them with respect
to real estate matters.

On February 18, 2003, the ACOM Debtors retained Fisher Sweetbaum
as an ordinary course professional.  Because the firm anticipates
that they will exceed the monthly cap for ordinary course
professionals and because the Debtors want to expand the scope of
the firm's services, the Debtors deem it necessary to seek the
Court's authorization for Fisher's employment.

Fisher Sweetbaum provides general representation to its clients
in numerous areas, including real estate, commercial and
litigation matters.  The ACOM Debtors selected the firm as their
counsel because of its diverse experience and extensive knowledge
in the field of real estate law.  Furthermore, the firm already
has been providing the Debtors with legal representation with
respect to various real estate matters.

Fisher Sweetbaum will provide legal representation to the ACOM
Debtors in their Chapter 11 cases, regarding real estate matters,
including real estate due diligence in connection with the sale
of assets to Time Warner, NY Cable LLC and Comcast Corporation.
The legal services may include:

    -- due diligence,
    -- title review,
    -- leasing,
    -- lease assignments,
    -- easements,
    -- easement assignments,
    -- property conveyances, and
    -- preparation, review and negotiation of closing documents.

Fisher Sweetbaum may also provide additional legal services to
the ACOM Debtors for matters not related to the Time Warner-
Comcast sale.

The firm will be paid on an hourly basis, plus reimbursement of
actual and necessary expenses incurred.  Fisher Sweetbaum's
hourly rates currently range:

             Designation             Hourly Rates
             -----------             ------------
             Attorneys                $130 - $275
             Paralegals                $65 - $120

Pursuant to its books and records, as of September 20, 2005, the
firm has received $79,732 and is owed $3,670 for services
rendered and expenses incurred in the ACOM Debtors' Chapter 11
cases.

Fritz. L. Fisher, Esq., a member of Fisher Sweetbaum, tells the
Court that the firm no longer represents AT&T Broadband or any of
the Comcast entities on any matters.  The firm, Mr. Fisher
discloses, provides legal advice to Charter Communications and
its affiliates, a cable services provider like the ACOM Debtors.
The firm also provides legal advice to several other
communications companies.

Mr. Fisher assures the Court that the attorneys at Fisher
Sweetbaum:

    a. do not represent any party or hold any interest adverse to
       the ACOM Debtors with respect to the matters on which the
       firm is to be retained; and

    b. have no connection with any of the potential parties-in-
       interest that would affect the firm's ability to represent
       the Debtors in their Chapter 11 cases.

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


ADVANCED COMMS: Engages Broadmark Capital as Financial Advisor
--------------------------------------------------------------
Advanced Communications Technologies, Inc. (OTC Bulletin Board:
ADVC) engaged Broadmark Capital, LLC, an investment banking firm
with offices in New York and Seattle, as its exclusive financial
advisor and placement agent.

Broadmark will introduce institutional investors to the company to
raise capital and will provide strategic business advice on merger
and acquisition transactions.

Wayne Danson, president and CEO of Advanced Communications, said,
"Based on Broadmark Capital's substantial investment banking
experience and understanding of our corporate needs and goals, we
are delighted to have Broadmark assist us evaluate opportunities
and strategic alternatives designed to grow our business and
maximize shareholder value.  Broadmark brings the financial
resources and access to leading institutional investors that we
need to become a leader in the integrated technology and services
industry."

Broadmark Capital -- http://www.broadmark.com/-- is a national
investment bank with offices in New York and Seattle.  It provides
corporate finance services to emerging growth and middle-market
companies, including capital raising, refinancing expertise,
merger and acquisition advisory services, corporate finance
advisory services and valuation analysis.  Broadmark employs a
disciplined approach in all its corporate finance activities that
provides significant benefits to its clients by reducing the time,
effort and uncertainty associated with a transaction.

Based in New York, Advanced Communications Technologies --
http://advancedcomtech.net/-- is a public holding company
specializing in the technology after market service and supply
chain, known as reverse logistics.  Its wholly owned subsidiary
and principal operating unit, Encompass Group Affiliates, Inc.
acquires and operates businesses that provide computer and
electronics repair and end-of-lifecycle services. Encompass owns
Cyber-Test, Inc., an electronic equipment repair company based in
Florida that provides board-level repair of technical products to
third-party warranty companies, OEMs, national retailers and
national office equipment dealers. Service options include advance
exchange, depot repair, call center support, parts and warranty
management for office equipment, fax machines, printers, scanners,
laptop computers, monitors and multi-function units, including
high-end consumer electronics such as PDAs and digital cameras.

                         *     *     *

                       Going Concern Doubt

Weinberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
its financial statements for the year ended June 30, 2004.  The
auditing firm points to the Company's negative cash flow from
operations and working capital deficiency.

The Company's management repeats those doubts in its Form-10Q
filing for the quarter ended Mar. 31, 2005 citing a working
capital deficiency of $4,045,052 principally from the
classification of PMIC's mortgages payable in the amount of
$3,185,939 as a current liability.

The ability of the Company to continue as a going concern is
dependent on the Company's ability to resolve liquidity problems
by generating sufficient operating profits to provide an
additional source of working capital and by successfully emerging
PMIC and its subsidiaries from Chapter 11 reorganization
proceedings.


ALDERWOODS GROUP: 11 Officers Acquire 1,650 Shares of Common Stock
------------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, 11 officers directors of Alderwoods Group, Inc.,
report that they acquired an aggregate of 1,650 shares of the
Company's common stock:

                                                    Securities
                                  Shares            Beneficially
  Director             Position  Acquired  Price       Owned
  --------             --------  --------  -----    ------------
  Cardonna, Ross S.    Chief Info.   18    $0              18
                       Officer       36    $16.3862        54

  Elson, Charles M.    Director     181    $0          28,462

  Hilty, David R.      Director     181    $0          16,299

  Houston, Paul A.     President     90    $0         116,125
                       & CEO        180    $16.3862   116,305

  Kirtley, Olivia F.   Director     534    $0          18,958

  Lacey, John Stewart  Director      36    $0         119,036
                                     73    $16.3862   119,109

  Neeman, Ellen        Senior VP     20    $0           1,020
                                     40    $16.3862     1,060

  Scully Richard       Senior VP     20    $0           6,020
                                     40    $16.3862     6,060

  Shipper, Aaron P.    Senior VP     26    $0              31
                                     51    $16.3862        82

  Sloan, Kenneth A.    CFO           41    $0           7,421
                                     83    $16.3862     7,504

  Wilson, Mark         Senior VP     20    $0              20
                                     40    $16.3862        60

Alderwoods Group is the second largest operator of funeral homes
and cemeteries in North America, based upon total revenue and
number of locations.  As of June 19, 2004, the Company operated
716 funeral homes, 130 cemeteries and 61 combination funeral home
and cemetery locations throughout North America.  Of the Company's
total locations, 59 funeral homes, 53 cemeteries and four
combination funeral home and cemetery locations were held for
sales as of June 19, 2004.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.  (Loewen Bankruptcy
News, Issue No. 102; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.


ALLIANCE GAMING: Targets Annual Report Filing by Nov. 3
-------------------------------------------------------
Alliance Gaming Corp. (NYSE: AGI) estimates that it will be in a
position to file its Form 10-K on or around Nov. 3, 2005.  The
Company continues to work diligently on completing the preparation
of its consolidated financial statements for the year ended
June 30, 2005, but was not in a position to file the Form 10-K by
the extended deadline of Sept. 28, 2005.  This estimate of time is
subject to the continuing review and may be revised as necessary.

The Company reported that it was unable to file its Form 10-K by
Sept. 13, 2005, without unreasonable effort or expense, primarily
because the Company has experienced delays in completing
preparation of its consolidated financial statements for the year
ended June 30, 2005.  More specifically, in the course of the
preparation of the consolidated financial statements, several
transactions came under review, principally with respect to the
timing of revenue recognition.  As a result, the Company, with the
assistance of outside consultants, is undertaking a broader review
of the Company's sales contracts as well as its revenue
recognition practices.  The Company is also reviewing other
accounting areas including, but not limited to, reserves for
uncollectible accounts receivable and inventory valuation
reserves.  Until the reviews being undertaken by the Company and
the external audit process are completed, the Company will be
unable to file its Form 10-K.  The Company continues to dedicate
significant resources to the preparation of the consolidated
financial statements and the finalization of the Form 10-K.

                     Internal Controls

The Company is also in the process of evaluating the adequacy of
its internal controls over financial reporting, as such term is
defined in Rules 13a-15(f) and 15d-15(f) promulgated under the
Securities Exchange Act of 1934, as amended, and currently
anticipates that material weaknesses in its internal control over
financial reporting will likely be identified in the areas of
sales contract administration and related revenue recognition
practices.

"As we complete our assessment of our internal control over
financial reporting," the Company said in a press release in
Sept. 14, "we may identify additional control deficiencies and we
may determine that those deficiencies, either alone or in
combination with others, may also constitute one or more
additional material weaknesses."

                     Possible Default

Depending on the outcome of the broader review and final reported
results for the fiscal year, the Company could be in violation of
its leverage ratio covenant.  In addition, if the Company is
unable to deliver audited financial statements and accompanying
compliance certificates to its lenders under its credit agreement
by Sept. 28, 2005, it will be in default under the credit
agreement; however, the credit agreement provides for certain
notice and cure provisions that would allow the Company until
Nov. 4, 2005, to deliver those financial statements and the
accompanying compliance certificates.

Alliance Gaming Corporation -- http://www.alliancegaming.com/--  
is a diversified gaming company with headquarters in Las Vegas.
The Company is engaged in the design, manufacture, distribution
and operation of advanced gaming devices and systems worldwide and
owns and operates Rainbow Casino in Vicksburg, Mississippi.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2005,
Moody's Investors Service lowered the ratings of Alliance Gaming
Corporation and placed the ratings on review for possible further
downgrade.  These ratings were affected:

   -- $75 million senior secured revolving credit facility
      due 2008, to B1 from Ba3;

   -- $350 million senior secured term loan due 2009, to B1
      from Ba3; and

   -- corporate family rating, to B1 from Ba3.


AMERICAN ITALIAN: Lenders Waive Covenants Under Credit Agreement
----------------------------------------------------------------
American Italian Pasta Company reports that on Sept. 15, 2005, it
received a waiver from its bank group for:

    (a) non-compliance with certain financial covenants contained
        in the Credit Agreement for the fiscal periods ended
        July 1, 2005 and September 30, 2005;

    (b) the failure of the Company to comply with Section 10.2(i)
        of the Credit Agreement; and

    (c) the failure by the Company to deliver financial statements
        and compliance certificates for the fiscal quarter ended
        July 1, 2005, so long as such financial statements,
        certain representations and calculations of financial
        covenants in the Credit Agreement are delivered by
        September 19, 2005.

The Company reports that the waiver is effective until one (or
more) of these four events occurs:

    (1) the failure to deliver the July 1, 2005 financial
        statements and financial covenant calculations;

    (2) the occurrence of any event of default under the Credit
        Agreement other than those events of default waived by the
        lenders;

    (3) December 16, 2005; and

    (4) the date of the effectiveness of an amendment to the
        Credit Agreement amending the financial covenants
        described in the Waiver.

As reported in the Troubled Company Reporter on Aug. 11, 2005, the
Company was in discussions with its bank group regarding an
amendment to certain financial covenants and other terms for the
third quarter and the remaining term of the credit agreement,
which expires on Oct. 2, 2006.  The Company received a waiver from
the bank group on July 19, 2005, for non-compliance with certain
covenants contained in its bank credit agreement for the third
quarter of fiscal year 2005, up to Sept. 16, 2005.

The Company also agreed that until the expiration of the Waiver
and at any time thereafter during the existence of an event of
default, the Company will not make any dividend payments or
repurchases of common stock other than repurchases under certain
employee benefit plans and arrangements.

Pursuant to the Credit Agreement dated July 16, 2001, as amended,
the lending syndicate consists of:

    * BANK OF AMERICA, N.A., as Administrative Agent and as a
      Lender;

    * JPMORGAN CHASE BANK, N.A. (f/k/a Bank One, NA), as
      Documentation Agent and as a Lender;

    * U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and as
      a Lender;

    * ING CAPITAL LLC;

    * KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Lender;

    * COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
      "RABOBANK NEDERLAND", NEW YORK BRANCH, as Co-Agent and as a
      Lender;

    * WELLS FARGO BANK, N.A., as Co-Agent and as a Lender;

    * BANCA NAZIONALE DEL LAVORO S.P.A.;

    * THE BANK OF NEW YORK;

    * COMERICA BANK;

    * COMMERCE BANK, N.A.;

    * SUNTRUST BANK, as Co-Agent and as a Lender;

    * UNICREDITO ITALIANO;

    * UMB BANK, N.A.;

    * COBANK, ACB;

    * FARM CREDIT SERVICES OF MINNESOTA VALLEY PCA D/B/A FCS
      COMMERCIAL;

    * FINANCE GROUP;

    * AGFIRST, FCB;

    * U.S. AGBANK, FCB (f/k/a Farm Credit Bank of Wichita);

    * FARM CREDIT SERVICES OF AMERICA, PCA;

    * GREENSTONE FARM CREDIT SERVICES, FLCA;

    * NORTHWEST FARM CREDIT SERVICES, PCA;

    * Canadian Imperial Bank of Commerce;

    * BDC FINANCE, LLC;

    * DEUTSCHE BANK AG NEW YORK BRANCH;

    * Farm Credit Services of Missouri, PCA; and

    * Citigroup Financial Products, Inc.

Founded in 1988, Kansas-based American Italian Pasta Company is
the largest producer and marketer of dry pasta in North America.
The Company has five plants that are located in Excelsior Springs,
Missouri; Columbia, South Carolina; Tolleson, Arizona; Kenosha,
Wisconsin and Verolanuova, Italy. The Company has approximately
600 employees located in the United States and Italy.


AMERICAN ITALIAN: Retains Alvarez & Marsal to Improve Operations
----------------------------------------------------------------
American Italian Pasta Company (NYSE: PLB) has retained the
management consulting firm Alvarez & Marsal.  The Company also
appointed Jim Fogarty of A&M as Co-Chief Executive Officer.

Alvarez & Marsal will partner with the Company's leadership team
to:

    * evaluate its strategic plan,
    * implement various business initiatives, and
    * drive performance improvement.

A focus of the Alvarez & Marsal team will be to improve the
performance of the Company's portfolio of pasta brands and to
solidify and improve its position as a leader in providing food
service, industrial and private label dry pasta products.

The Company notes that Mr. Fogarty and Alvarez & Marsal were
retained based on their solid record of assisting in successful
financial and operational performance improvement programs,
including their substantial experience in consumer branded
products.

Mr. Fogarty joined Alvarez & Marsal in 1994 and currently serves
as a Managing Director.  Mr. Fogarty has worked in a variety of
management and advisory roles in several industries, most recently
serving in a senior executive position with Levi Strauss & Co. and
prior to that as a senior executive of the Warnaco Group.

                     Company Liquidity

As of September 28, 2005, total debt was $281.5 million, including
$276.7 million under its bank credit agreement.  Total debt, less
cash, stood at $273.4 million.  As of September 28, 2005, the
company had liquidity resources totaling approximately $20.9
million, reflecting availability of approximately $12.8 million
under its revolving credit agreement and cash of approximately
$8.1 million.  The Company also notes that amounts owed to its
suppliers and vendors are currently within established credit
terms.  The Company continues to expect that net cash flow to be
generated from operations, combined with liquidity resources, will
be sufficient to meet its expected operating needs for the
upcoming fiscal year.

In addition, the Company's core operations continued to generate
positive cash flow during the fourth fiscal quarter ending
September 30, 2005, not withstanding incremental costs incurred of
approximately $3.5 million relating to the audit committee
investigation and related matters disclosed by the Company in
August 2005.

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a
leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Employing a
unique hands-on approach, the firm works closely with clients to
improve performance, identify and resolve problems and unlock
value for stakeholders. Founded in 1983, Alvarez & Marsal draws on
a strong operational heritage in providing services including
turnaround management consulting, crisis and interim management,
performance improvement, creditor advisory, financial advisory,
dispute analysis and forensics, tax advisory, real estate advisory
and business consulting.  A network of nearly 400 seasoned
professionals in locations across the US, Europe, Asia and Latin
America, enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.

Founded in 1988, Kansas-based American Italian Pasta Company is
the largest producer and marketer of dry pasta in North America.
The Company has five plants that are located in Excelsior Springs,
Missouri; Columbia, South Carolina; Tolleson, Arizona; Kenosha,
Wisconsin and Verolanuova, Italy. The Company has approximately
600 employees located in the United States and Italy.

                       *     *     *

On Sept. 15, 2005, the Company received a waiver from its lenders
under its Credit Agreement dated July 16, 2001, as amended.


ANCHOR GLASS: Panel Objects to Prepetition Utility Bill Payments
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asks the U.S. Bankruptcy Court for the
Middle District of Florida to:

    a. modify the adequate assurance order so that the Debtor is
       no longer authorized to pay the prepetition claims of the
       Utility Companies as adequate assurance of future
       performance; and

    b. direct that all the Debtor's payments made as of
       September 21, 2005, be applied to postpetition bills.

The Bankruptcy Court had allowed the Debtor to provide adequate
assurance of future performance to ensure that they do not alter,
refuse or discontinue their services.  As part of adequate
assurance, the Bankruptcy Court permitted the Debtor to pay
prepetition obligations owed to the utility companies in the
ordinary course of business.  The Debtor estimates owing $8
million in outstanding prepetition obligations to utility
companies as of the Petition Date.

The Committee complains that it is unnecessary for the Debtor to
pay $8 million for some utility companies' prepetition claims to
provide adequate assurance.  The Committee asserts that nothing in
the Bankruptcy Code allows for the payment of prepetition claims
before the confirmation of a plan of reorganization.

Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser PA,
in Tampa, Florida, explains that the so-called "doctrine of
necessity," arising from Section 105 of the Bankruptcy Code, does
not provide authority for the Debtor to pay the prepetition
claims of the Utility Companies.  Even when liberally construed,
the doctrine only allows the payment of prepetition claims that
are "indispensably necessary" to continuing a debtor's
operations.  The Committee believes that neither payment of the
prepetition claims of the Utility Companies nor the payment of
any deposits is necessary to provide adequate assurance of future
performance under Section 366 or to ensure the continued
provision of services from the Utility Companies.

Mr. Riedel also asserts that the Utility Companies are not
entitled to either payment of their prepetition claims or a
deposit under Section 366.  Whether a utility is subject to an
unreasonable risk of non-payment for prepetition services and
therefore is entitled to a new deposit or other security interest
under Section 366, must first be determined from the facts and
circumstances of each case.  Section 366 contemplates that a
utility must receive assurance of payment that is sufficient
given the debtor's financial situation.

According to the Debtor, before the Petition Date, it was
generally current in the payment of invoices received from the
Utility Companies.  Pursuant to filings with the Court, Mr.
Riedel says, the Debtor's ability to continue paying utility
services is adequately assured.  The Utility Companies have been
paid promptly and are also protected by their entitlement to an
administrative expense priority under Section 503 for any unpaid
utility services, Mr. Riedel points out.

With the Debtor's current liquidity, anything more than the
administrative expense claim to which the Utility Companies are
entitled is absolutely unnecessary to ensure adequate assurance
of future performance.

               Committee Objects to ACE's Request

As previously reported, Atlantic City Electric requested from the
Debtor a deposit equal to two months' average utility bills
aggregating $591,750, as adequate assurance payment.

The Creditors Committee argues that ACE is not entitled to a
deposit under Section 366.  Although ACE does have a prepetition
claim against the Debtor for utility service, the Debtor was not
delinquent on its bills to ACE as of the Petition Date.  The
Debtor's ability to continue paying for ACE's services is
adequately assured.  ACE is also adequately protected by its
entitlement to an administrative expense priority under Section
503 of the Bankruptcy Code for any unpaid utility services.

Accordingly, the Committee believes it is unnecessary for the
Debtor to provide a security deposit to ACE.  If the Court
overrules its objection and requires a security deposit, the
Committee contends that under no circumstances should the Debtor
be allowed to pay ACE's prepetition claim.

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


ANCHOR GLASS: Panel Says Acclaris Lacks Experience as Claims Agent
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation objects to the approval of Acclaris, LLC's
retention as the Debtor's noticing, claims and balloting agent.
The Committee believes that Acclaris, LLC, does not have the
experience or the industry reputation to efficiently manage all
the administrative tasks required by a case of the Debtor's size.

Consequently, the Committee asks the U.S. Bankruptcy Court for the
Middle District of Florida to allow a two-week extension so it can
accept competing bids for the administrative tasks outlined in the
application.  Marcy E. Kurtz, Esq., at Bracewell & Guiliani LLP,
at Dallas, Texas, asserts that the proposed process will ensure
that the estate will have the benefit of a full and fair bidding
process.

To demonstrate the weaknesses of the Acclaris Application, the
Committee independently requested a bid for the same
administrative services from Bankruptcy Services, LLC.

BSI is a nationally recognized specialist in Chapter 11
administration and has vast experience in noticing, claims and
balloting administration, Ms. Kurtz says.  Some of its current
and former clients include Bethlehem Steel Corp., Helix-Meyers
Company, Migrant Corporation, WorldCom, Inc., and Enron.  Ms.
Kurtz points out that the Acclaris Application does not identify
any former or current debtor clients as references.

Moreover, the Committee has asked for informal opinions regarding
Acclaris' reputation from other service providers in the
industry.  According to Ms. Kurtz, none of the bankruptcy service
providers have any knowledge of Acclaris or its capabilities.
The Committee is concerned that Acclaris may not have the
experience to take the administrative tasks of a large bankruptcy
case.

In addition to investigating Acclaris' reputation, the Committee
performed a cost-to-cost comparison between Acclaris and BSI and
found BSI to be comparable to or slightly more expensive than
Acclaris.  However, Ms. Kurtz contends, the Acclaris Contract is
vague on its face and does not provide for many of the hard
expenses typically expected to be incurred and billed by similar
service providers.

Ms. Kurtz further notes that the Acclaris Contract does not
provide for costs of faxes, document scanning, printing or
envelopes or labels.  The Acclaris Contract contains a $3,500 per
occurrence "System Interface" fee, which is undefined.  The
Committee notes that it is possible that the total cost of the
Acclaris Contract could exceed the BSI proposal with the addition
of the undefined and unlisted expenses.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANIXTER INTERNATIONAL: Moody's Affirms LYON's Notes' Ba3 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Anixter International Inc.'s
Ba1 corporate family rating, but changed the outlook on the
company's ratings to negative.  Moody's also affirmed the Ba3
rating on Anixter's 3.25% LYON's notes, and the Ba1 rating on
Anixter Inc.'s $200 million guaranteed senior unsecured notes, due
2015.

The ratings affirmation and change in outlook follow Anixter's
announcement that the company will pay a special dividend on
October 31, 2005 of $4.00 per common share, or approximately $151
million, and reflects Moody's expectation that the payment will be
mostly financed with debt.  Debt has moved slightly higher in the
first six months of 2005, due to:

   * a substantial increase in working capital; and

   * the payment of the dividend will result in leverage that is
     high for the Ba1 rating.

Following the special dividend, Moody's believes that the
company's leverage, as measured by adjusted debt to EBITDA, will
be at a run rate approaching 5.0x, and debt reduction will be
necessary over the next 12 months for the company to retain the
Ba1 rating.

Specifically, if Anixter fails over the next 12 months to reduce
leverage to a run rate measurement of adjusted debt to EBITDA of
4.0X, or if the company fails to generate retained cash flow to
total debt of at least 15%, then the ratings will likely be
downgraded.  Conversely, if the company achieves these levels of
performance within a 12 month period, then the outlook will likely
be returned to stable.

The ratings continue to reflect:

   * the company's relatively high adjusted leverage;
   * its modest margins; and
   * a history of acquisitions and share repurchases.

However, the ratings also incorporate Anixter's:

   * large and diversified customer base;
   * good supplier relationships;
   * geographic reach;
   * relatively strong interest coverage; and
   * adequate liquidity.

Despite the expected increase in borrowing needs for the remainder
of 2005 to fund the special dividend, Moody's views the company's
current liquidity arrangements as adequate.  As of July 1, 2005,
$188 million was available under the $275M revolver at Anixter
Inc., after incorporating covenant restrictions.  The company is
also supported by a $225 million accounts receivable
securitization program and maintained a cash balance of
$27 million at the end of the second quarter in 2005.

The Ba1 rating on Anixter Inc's senior unsecured notes reflects
their structural seniority to the Ba3 rated LYON'S notes at
Anixter International, Inc. and their pari passu status with
revolver borrowings at the Anixter Inc. level.  Moody's notes,
however, the presence of the $225 million accounts receivable
facility and the ability of the company to borrow at the foreign
subsidiary level.  The addition of incremental secured financing
or significant borrowing at the subsidiary level (neither one of
which is currently contemplated) could result in lower notching of
the Anixter Inc. senior unsecured notes.

Anixter International Inc., located in Glenview, Illinois, is a
leading global distributor of:

   * data,
   * voice,
   * video, and
   * security network communication products.


ARMSTRONG WORLD: Asks Court to Okay EFP Floor Products Settlement
-----------------------------------------------------------------
Before they filed for bankruptcy, Armstrong World Industries,
Inc., and Armstrong Hardwood Flooring Company entered into
three supply and distribution agreements with EFP Floor
Products Fussboeden GmbH St. Johann, including agreements
dated September 1, 1999, and May 1, 2000.

Pursuant to the EFP Agreements, EFP Floor Products agreed to sell
to AWI various products that AWI would, in turn, sell or
distribute to certain retailers.  The retailers would then sell
the products directly to consumers.  Generally, the products were
laminate floorboards with various paper patterns or with color
printed on or applied to the floorboards.

                      The EFP Disputes

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that each of the EFP Agreements
provided that any dispute arising out of or relating to the
"breach that cannot be amicably settled by mutual negotiations"
will be finally settled in arbitration in London, United Kingdom,
in accordance with the rules of the Internal Chamber of Commerce.

Mr. Madron recounts that following the Petition Date, a dispute
between the parties arose over whether or not the 1999 Agreement
had been breached or repudiated by the parties.  AWI argued that
it had terminated the 1999 Agreement because of EFP Floor
Product's inability to supply products that did not infringe the
patents of third parties.  In this connection, AWI believed that
it was entitled to compensation from EFP Floor Products for direct
costs, significant business interruption and lost profits that AWI
incurred as a result of EFP's acts related to its failure to
perform under the 1999 Agreement.

In addition, a dispute also arose over whether AWI and Armstrong
Hardwood had breached the 2000 Agreement.  Between May 20, 2003,
and December 17, 2003, EFP Floor Products filed certain proofs of
claim in the Debtors' Chapter 11 cases, alleging an administrative
expense claim of over $2 million against AWI for certain
discontinued inventory arising under the 2000 Agreement.

                      The Arbitration Proceeding

On March 3, 2003, AWI and Armstrong Hardwood initiated an
international arbitration by filing a demand for arbitration with
the International Chamber of Commerce against EFP Floor Products
and its parent company Egger Verwaltunsgsgesellschaft mbH.  In
accordance with the arbitration clauses, the Arbitration
Proceeding was designated to take place in London.

The AWI and Armstrong Hardwood argued that EFP Floor Products and
Egger had committed breaches relating specifically to:

   (i) the design of a glueless locking laminate flooring product
       that was the subject of patent infringement claims by
       two different parties; and

  (ii) EFP's conduct in discontinuing the production and supply
       of the Product in February 2000.

Mr. Madron tells Judge Fitzgerald that while EFP Floor Products
answered and counterclaimed in the Arbitration Proceeding, Egger
challenged the ICC jurisdiction as it was not a signatory to the
1999 Agreement or the 2000 Agreement.

In its counterclaim with respect to the 1999 Agreement, EFP Floor
Products argued that AWI and Armstrong Hardwood, who were
obligated to purchase their entire supply of the Product from EFP,
had in fact breached their purchase obligations by contracting
with another supplier for the product during the term of the 1999
Agreement.  EFP also asserted that AWI and Armstrong Hardwood had
failed to pay for inventory costs for certain discontinued product
lines under the 2000 Agreement.

To save costs, Mr. Madron explains, the Arbitration Proceeding was
bifurcated, with a Tribunal determining the parties' liability in
the first instance, and then making a determination as to the
total damages incurred in connection with that liability
determination.

Following a procedural meeting on January 7, 2005, the Tribunal
ruled on a preliminary basis that it did not have jurisdiction
over Egger to determine any liability on Egger's part.  Absent a
settlement agreement, Mr. Madron says that the Tribunal Ruling may
find that AWI and Armstrong Hardwood were liable for a portion or
potentially all of Egger's attorney's fees incurred in deciding
the jurisdictional issues.  Egger says that the fees total around
$1.3 million.

The Liability Hearing was held before the Tribunal on March 14,
2005, through March 17, 2005.  On July 28, 2005, the Tribunal
indicated its intention to rule that:

   -- EFP Floor Products was liable to AWI and Armstrong Hardwood
      for damages under the 1999 Agreement; and

   -- AWI and Armstrong Hardwood were not liable to EFP for
      damages under the 2000 Agreement.

The Tribunal then suggested the parties to prepare for the Damages
Hearing.  However, the Damages Hearing has not taken place soon
after the Tribunal's ruling.  Subsequently, the parties engaged in
discussions to resolve all claims and liabilities relating to the
Arbitration Proceeding.

                         The Preference Action

Mr. Madron recounts that on December 6, 2002, AWI commenced an
adversary proceeding against EFP Floor Products.  The adversary
case, which is still pending, seeks to avoid certain alleged
preferential transfers made by AWI to EFP before the Petition
Date.

Specifically, AWI asserted that between September 7, 2000, and
December 6, 2000, it transferred and paid EUR2,876,391 in cash to
EFP, which payment enabled EFP Floor Products to receive more than
it would have received if:

   (a) the Debtors' Chapter 11 case was a case under Chapter 7 of
       the Bankruptcy Code;

   (b) the voidable money transfers had not been made; and

   (c) EFP were to receive debt payment owed by AWI to the extent
       provided by the Bankruptcy Code.

On May 14, 2004, EFP Floor Products filed a request to dismiss the
Preference Action under Rule 12(b)(b) of the Federal Rules of
Civil Procedure.  Among other things, EFP argued in its request
that, because AWI treated EFP as a "critical vendor" pursuant to a
Court order, AWI could no longer recover the amounts paid
prepetition.

The Court later denied EFP's request, but required AWI to file an
amended complaint to correct certain insufficiencies that the
Court noted in the original complaint.  Mr. Madron states that the
denial of EFP's request was without prejudice as to the
insufficiencies being raised.

As required by the Court, on September 17, 2004, AWI filed its
amended complaint.  In its response, EFP Floor Products asserted
the "ordinary course of business defense" under Section 547(c)(2)
of the Bankruptcy Code and the "new value defense" under Section
547(c)(4) of the Bankruptcy Code.  On March 15, 2005, a scheduling
order was entered to govern the Preference Action.

Then on August 3, 2005, EFP Floor Products filed its first set of
interrogatories and requested the production of documents and
certain admissions from AWI.  AWI has also served its first set of
document requests on EFP.

Consequently, AWI and EFP Floor Products entered into a
stipulation amending the Scheduling Order, which requires all fact
discovery to be completed by October 3, 2005.

                      The EFP Settlement Agreement

Following arm's-length negotiations, the parties specifically
agree that:

   (1) The parties will execute a joint Letter of Dismissal,
       pursuant to which each of them will dismiss all its claims
       in the Arbitration Proceeding with prejudice, including,
       any claim for reimbursement of attorney's fees, costs and
       expenses relating to the jurisdictional issue and all
       other issues in the Arbitration Proceeding.  The Letter of
       Dismissal will be held in escrow by Womble Carlyle
       Sandridge & Rice, PLLC, pending the occurrence of the
       Effective Date.  In connection with settlement of the
       Arbitration Proceeding, Egger will also pay AWI and
       Armstrong Hardwoord $5.25 million.

   (2) EFP Floor Products will withdraw four claims filed against
       AWI -- Claim Nos. 4639, 4747, and 4753.  Moreover, EFP and
       and Egger waive all rights to file a claim as unsecured
       creditors or otherwise against AWI's estate or property,
       including any claim in connection with payment of the
       Preference Action Settlement Sum.

   (3) AWI will dismiss the Preference Action with prejudice by
       executing a Stipulation of Dismissal to be signed by
       both AWI and EFP.  In connection with the settlement of
       the Preference Action, Egger will pay AWI $1.5 million.
       The Stipulation of Dismissal, which will be filed with the
       Court no earlier than six and no later than 10 business
       days after the effective date of the Settlement, will be
       held in escrow by Womble Carlyle pending the occurrence
       of the Effective Date, and the payment of the Preference
       Action Settlement and the Arbitration Settlement Sum.

   (4) No later than October 3, 2005, Egger will pay the
       Arbitration Settlement Sum and the Preference Action
       Settlement Sum into a trust account maintained by an
       Escrow Agent within two business days after the
       Effective Date.  The Escrow Agent will disburse to
       Womble Carlyle by wire transfer the Arbitration
       Settlement Sum and the Preference Action Settlement Sum.

   (5) The parties will execute certain releases with respect
       to all claims arising out of or related to the Arbitration
       Proceeding, Preference Action, and Chapter 11 cases.  The
       Releases will beheld in escrow by Ropes & Gray LLP,
       attorneys for EFP Floor Products, pending notice that the
       Arbitration Settlement Sum and Preference Action
       Settlement Sum have been received by Womble Carlyle.

   (6) Within 10 days after receiving notice from any of the
       parties that the Effective Date did not occur before
       December 31, 2005:

       -- Womble Carlyle will destroy the Letter of Dismissal,
          Stipulation of Dismissal and Notice of Withdrawal of
          Claims, and certify that destruction to all Parties;

       -- R&G will destroy the Releases and certify that
          destruction to all parties; and

       -- the Escrow Agent will disburse the Arbitration
          Settlement Sum and the Preference Action Settlement
          Sum to Egger.

   (7) To the extent there are any additional fees, costs or
       expenses payable to the Tribunal or there are any
       reimbursements received from the Tribunal, those fees
       will be divided 50% to AWI and Armstrong Hardwood and
       50% to EFP and Egger, to be paid within 30 days after
       receiving written notification.

   (8) The parties will return or destroy on or before the
       later of 30 days after the Effective Date, or
       January 31, 2006, all documents furnished during the
       course of the Arbitration Proceeding or the Preference
       Action that were marked "confidential."

              EPF Settlement Fully Resolves All Disputes

AWI asks the Court to approve the EFP Settlement Agreement.

Mr. Madron tells Judge Fitzgerald that the EFP Settlement
Agreement resolves, on a consensual basis the mutual claims of the
parties related to the alleged breaches of the 1999 Agreement and
2000 Agreement.  The Settlement also eliminates potential
administrative claims of over $2 million against AWI's estate.
Moreover, the Settlement provides for AWI's recovery of
$6.75 million on account of the Arbitration Proceeding and the
Preference Action.

Mr. Madron further contends that the Settlement Agreement
eliminates any right for EFP to assert an unsecured claim against
AWI's estate for amounts paid in connection with the Preference
Action.

Mr. Madron further avers that by entering into the EFP Settlement
Agreement, the parties are also:

   -- avoiding the costly and time-consuming process of arguing
      their liabilities before the Tribunal and waiting for it
      to issue a decision;

   -- litigating the Preference Action; and

   -- determining the extent to which any part of any claims
      EFP is found to have against AWI should be allowed
      against AWI's estate as an administrative expense, or
      determining the extent to which EFP is entitled, under
      Section 553 of the Bankruptcy Code, to offset amounts
      payable to AWI or Armstrong Hardwood against EFP's
      claims.

Moreover, the EFP Settlement Agreement fully and finally resolves
all outstanding litigation with EFP that has been pending for well
over three years.  In connection with the Arbitration Proceeding,
the Preference Action, and the Proofs of Claim, AWI and its
advisors have dedicated countless hours to various matters
involving EFP.

AWI believes that the costs associated with preparing and
attending the Damages Hearing and litigating the Preference Action
are not justified when considering that there is no certainty or
guaranty that the outcome will be more favorable to AWI than that
which is reflected in the EFP Settlement Agreement.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 82; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Oct. 18
-----------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and the ATSB Lenders
agree that the Debtors may use the ATSB Lenders' cash collateral
and other collateral through the earliest of:

   (i) the close of business on October 18, 2005;

  (ii) the occurrence of any event of default set forth in the
       December 10, 2004 Cash Collateral Order; or

(iii) the time the Debtors' settlement agreement with the ATSB
       Lenders and the Official Committee of Unsecured
       Creditors, approved by the U.S. Bankruptcy Court for the
       Southern District of Indiana on April 15, 2005, will
       be materially breached or rendered null and avoid.

The parties stipulate that the Debtors will continue paying for
the services of Sage-Popovich, Inc., and Lazard Freres & Co. LLC.

The Debtors covenant with the ATSB Lenders to maintain:

   (i) at least $29,815,904 in Available Cash during the
       Extension Period; and

  (ii) at least 90% of the Available Cash amount forecasted at
       each weekend in the Debtors' 13-week cash forecast dated
       September 20, 2005:

        Week Ending     Available Cash   90% of Available Cash
        -----------     --------------   ---------------------
          09/30/05        $53,573,104         $48,215,794
          10/07/05        $43,264,639         $38,938,175
          10/14/05        $35,592,488         $32,033,239
          10/21/05        $37,534,056         $33,780,651
          10/28/05        $32,725,289         $29,815,904

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


ATA AIRLINES: Gets Court Nod to Obtain NCBI Credit Agreement
------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates advise the U.S.
Bankruptcy Court for the Southern District of Indiana that after
they filed the request for approval of a postpetition credit
facility with Wells Fargo Foothill, Inc., National City Bank of
Indiana offered to amend their existing letters of credit facility
under their Credit Agreement, dated December 19, 2002, as amended.

The Debtors believe that NCBI's proposal contains terms that are
more favorable than those offered by Wells Fargo.  Accordingly,
the Debtors entered into an amendment to the Credit Agreement with
NCBI.

As of September 12, 2005, NCBI has issued for the account of ATA
Airlines, Inc., letters of credit with an undrawn face amount
currently outstanding of $26,982,559.

The terms of the existing Credit Agreement, the Debtors relate,
will be modified by an "Amendment No. 5 to Credit Agreement."
The salient terms of Amendment No. 5 are:

   (a) Maximum Amount.  The aggregate face amount of the letters
       of credit outstanding at any time plus the aggregate
       amount of unreimbursed drawings under the Letters of
       Credit will not exceed the lesser of:

        -- $40 million; and

        -- the available amount based upon the cash collateral
           pledged by ATA to secure its obligations under the
           Credit Agreement;

   (b) Maturity Date of the Line of Credit is on June 30, 2008;

   (c) Fees.  ATA Airlines will pay NCBI:

        -- an annual commission fee associated with the L/Cs in
           an amount equal to 75 Basis Points of the face
           amount of each L/C issued by NCBI for the account of
           ATA Airlines, payable upon the issuance, increase or
           renewal of each L/C, and upon each annual anniversary
           date of the issuance of the L/C thereafter during
           the time as the L/C remains outstanding;

        -- until the date on which the bank commitment under the
           Line of Credit is terminated in whole, an unused fee
           accruing at the rate of 10 Basis Points per annum on
           the average daily portion of the $40,000,000 in
           excess of the sum of:

           (1) aggregate face amount of issued and outstanding
               L/Cs; plus

           (2) any Advances, from time to time; and

        -- an $10,000 extension fee upon execution of the
           Agreement; and

   (d) Conditions Precedent.  Amendment No. 5 will become and be
       deemed effective in accordance with its terms immediately
       upon NCBI receiving, among others:

        -- a final order by the Bankruptcy Court approving the
           Amendment No. 5;

        -- copies of a Consent and Reaffirmation of Guaranty
           executed by the Guarantor;

        -- a participation agreement and a consent letter
           executed by The Huntington National Bank; and

        -- reimbursement of reasonable expenses.

The Debtors maintain depository accounts at NCBI and at U.S. Bank,
National Association, to secure their obligations to NCBI.  The
Debtors relate that on the effective date of Amendment No. 5 they
will also maintain depository accounts at NCBI and at Huntington
as security for their obligations to NCBI.

Judge Lorch says there exists no just reason to delay final
approval of the Debtors' request to obtain postpetition financing
from NCBI.

Hence, Judge Lorch authorizes the Debtors to execute the Credit
Agreement amendment with NCBI.  Judge Lorch lifts the automatic
stay to permit the Debtors to grant security interests and liens
contemplated by the Credit Agreement and to perform all of their
obligations under the Agreement.  NCBI is permitted to enforce its
rights and remedies under the Loan Documents.

A full-text copy of Amendment No. 5 to the NCBI Credit Agreement
is available at no charge at:

          http://bankrupt.com/misc/2975_NCBI_Amend_5.pdf

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


BABCOCK & WILCOX: Files Joint Reorganization Plan with Committee
----------------------------------------------------------------
The Babcock & Wilcox Company and certain of its subsidiaries,
together with the Asbestos Claimants' Committee and the Legal
Representative for Future Asbestos-Related Claimants, filed a
Joint Plan of Reorganization and Summary Disclosure Statement with
the Honorable Judge Jerry A. Brown in the United States Bankruptcy
Court for the Eastern District of Louisiana.  The Court has
scheduled a hearing to consider approval of the Disclosure
Statement on Oct. 26, 2005.

"Filing the Joint Plan of Reorganization and Summary Disclosure
Statement with the Bankruptcy Court is a critical step in B&W
exiting from bankruptcy and achieving our goal of reconsolidating
its operations," said Bruce W. Wilkinson, Chairman and Chief
Executive Officer of McDermott.  "I am pleased that all
constituent groups were able to quickly document our previously
announced revised settlement terms into this new plan of
reorganization.  We now expect to advance the process forward in
the Courts, with our shareholders and with B&W's claimants in
accordance with our previously announced timetable."

Babcock & Wilcox Company is a subsidiary of McDermott
International, a leading worldwide energy services company.
McDermott's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental
systems, project management and facilities management services to
a variety of customers in the energy industry, including the U.S.
Department of Energy.

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992).  Jan Marie Hayden, Esq., at Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the debtors in
their restructuring efforts.

Since February 2000, B&W has continued to be managed by McDermott;
however its results of operations have been deconsolidated from
McDermott's financial statements.  The Company wrote off its
remaining investment in B&W of $224.7 million during the second
quarter of 2002.

For the year ended December 31, 2004, on a deconsolidated basis,
B&W generated operating income of $115.6 million on revenues of
$1.37 billion.  B&W's net income for the year-ended December 31,
2004, was $99.1 million, including the result of favorable tax
valuation allowance adjustment of $26.2 million.  Beginning in
2005, McDermott spun off the pension plan assets and liabilities
associated with B&W's portion of McDermott Incorporated's pension
plan, creating a B&W-sponsored pension plan.  As a result of the
creation of a B&W-sponsored pension plan, beginning in 2005
expenses associated with this plan are accounted for on B&W's
financials.  In 2004, McDermott recorded approximately $38 million
in pension expense associated with B&W pension on McDermott's
income statement.  At August 24, 2005, B&W had unrestricted cash &
cash equivalents of $352 million.


BANC OF AMERICA: Fitch Rates $463,000 Class B-4 Certs. at BB
------------------------------------------------------------
Banc of America Funding Corporation's mortgage pass-through
certificates, series 2005-G, are rated by Fitch Ratings:

     -- $225,986,100 classes A-1, A-2, A-3, A-4 and A-R 'AAA'
       (senior certificates);

     -- $2,782,000 class B-1 'AA';

     -- $1,158,000 class B-2 'A';

     -- $695,000 class B-3 'BBB';

     -- $463,000 class B-4 'BB'.

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by the 1.20% class B-1, the 0.50% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.20% 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, and B-4
certificates reflect each certificate's respective level of
subordination.  Classes B-5 and B-6 are not rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the servicing capabilities of Bank of America Mortgage, Inc.
(rated 'RPS1' by Fitch).

The trust comprises 382 fully amortizing, adjustable interest rate
mortgage loans secured by first liens on one- to four-family
residential properties that have an original term to maturity of
360 months.  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.

The aggregate unpaid principal balance of the pool is
$231,781,270.16 as of Sept. 1, 2005 (the cut-off date) and the
average principal balance is $606,757.  The weighted average
original loan-to-value ratio of the loan pool is approximately
64.72%.  The weighted average coupon of the mortgage loans is
5.482% and the weighted average FICO score is 754.  Cash-out and
rate/term refinance loans represent 26.39% and 40.00% of the loan
pool, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(67.02%) and Illinois (5.76%).  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/

BAFC, a special purpose corporation, deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  Wells Fargo Bank, N.A. will
serve as trustee.  Elections will be made to treat the trust as
two real estate mortgage investment conduits for federal income
tax purposes.


BIONICHE LIFE: Losses & Financial Woes Spur Going Concern Doubt
---------------------------------------------------------------
Bioniche Life Sciences Inc., a research-based, technology-driven
Canadian biopharmaceutical company (TSX: BNC), reported financial
results for fiscal year 2005 ended June 30, 2005.

"Pharma had a disappointing year, revenue-wise, due to a number of
market and regulatory factors," Graeme McRae, President & CEO of
Bioniche Life Sciences Inc. said.  "On the positive side, however,
it recently constructed a state-of-the-art production facility
which will increase capacity by five hundred percent.  Existing
sales revenues and the new manufacturing capacity provide a good
opportunity for a qualified buyer, and management is diligently
pursuing potential purchasers."

                     Going Concern Doubt

Due to a number of factors, including the Company's losses,
decreases in working capital and cash balances, and current burn
rate, as well as the reclassification of certain amounts of long-
term debt to current, the notes to the financial statements
describe a "going concern uncertainty".  The Company is addressing
this situation through debt and equity financings, and the
potential sale of Bioniche Pharma Group Limited.  These
initiatives are at a preliminary stage and, the Company said,
there is no assurance that they will be completed as currently
planned.

                        TPC Default

During fiscal 2005, the Company was subject to a compliance audit
in relation to its two agreements with Technology Partnerships, an
agency of Industry Canada.  On Sept. 23, 2005, the Company was
advised that it was in default under the TPC agreements due to the
structure of compensation paid to consultants it used to help
secure the agreements.

The Company has entered into a settlement agreement with Industry
Canada, whereby it agreed to pay an amount equal to the portion of
the consultants' fees that were in dispute, plus a portion of the
government's costs associated with the audit, for a total of
approximately C$465,000, to cure the event of default.  The amount
has been classified as a reduction in the government incentives on
the consolidated statements of loss in the fourth quarter.  Of
this amount, C$100,000 is payable immediately and the remainder is
payable monthly over a 12-month period commencing Oct. 31, 2005,
with interest charged at 3%.

Due to the resolution of its breach with Industry Canada, the
Company will be able to move forward to collect its outstanding
receivable from the Technology Partnerships Canada program of
approximately C$2 million.

                 Year-End Results for Bioniche
                (without Bioniche Pharma Group)

The Company's consolidated revenues for fiscal year 2005 reached
C$30.3 million as compared to C$31 million for fiscal year 2004, a
C$700,000, or 2%, decrease.

These results are not surprising given that the Canadian beef
industry was severely impacted by the Bovine Spongiform
Encephalopathy or the "mad cow" crisis.  At the same time, the
sharp rise of the Canadian dollar had a negative impact on U.S.
dollar revenues of $1 million, or 3%.  As well, sales decreases
reflect the discontinuation of certain product lines which were
offset by product additions such as Cue-Mate(R) and the AB
Technology product portfolio.

"Fiscal 2006 revenues are expected to improve, particularly for
the products used by the Canadian cattle industry, providing that
the Canadian border stays open for beef export to the U.S.," said
Mr. Patrick Montpetit, Chief Financial Officer of Bioniche Life
Sciences Inc.  "As well, the recent registration in the European
Union of Folltropin-V will provide additional growth opportunities
in 2006. Expanded sales of new and existing animal health products
in North America are expected to positively impact growth."

Overall gross profit margin improved slightly, increasing from 54%
in 2004 to 57% in 2005 due to an improved product mix with
increased sales of high margin products such as, Cystistat (Human
Health - Urology segment) and Folltropin-V (Animal Health -
Reproduction segment).  As well, the AB Technology acquisition
made in 2004 in the Animal Health division showed positive
contributions to the Company's gross profit margin.

                        New Director

At its year-end meeting, the Board of Directors welcomed the
Honorable Lyle Vanclief, former Minister of Agriculture and Agri-
Food in the Government of Canada, the Company's Board.

Mr. Vanclief is currently employed as an Agricultural and Agri-
Food Consultant.  He served as a Member of Parliament for the
Government of Canada from 1988 to 2004.  Throughout his political
career, Mr. Vanclief held several parliamentary appointments, his
most recent as Minister of Agriculture and Agri-Food.

Prior to serving in public office, Mr. Vanclief previously spent
25 years as an agricultural entrepreneur in his home community of
Ameliasburg, Ontario (Prince Edward County).  He graduated with a
Bachelor of Science degree in Agriculture from the University of
Guelph in 1966.

Mr. Vanclief is an Independent Director who will have key
responsibilities for governance matters.

"The appointment of the Honourable Lyle Vanclief to our Board of
Directors is an important one," said Mr. Hy Isenbaum, Chair of the
Board of Directors of Bioniche Life Sciences Inc.  "It comes at a
time when we are nearing the licensing of our E. coli O157:H7
vaccine for cattle, a product that will reduce the risk associated
with this bacteria.  His breadth of agricultural experience will
serve us well as we continue to develop our pipeline of products
for Animal Health."

With a defined focus on the future, Bioniche --
http://www.Bioniche.com/-- is a research-based, technology-driven
Canadian biopharmaceutical company that discovers, develops,
manufactures, and markets proprietary products for Human and
Animal Health markets worldwide.  The Company employs 175 people
and has three principal reporting divisions: Human Health, Animal
Health, and Food Safety.  Corporate headquarters are located in
Belleville, Ontario, Canada with research, manufacturing, and
marketing/sales facilities in Belleville, Ontario; Montreal,
Quebec; Athens, Georgia; Pullman, Washington; and Armidale,
Australia.


BIONICHE LIFE: Board to Sell Bioniche Pharma Majority Ownership
---------------------------------------------------------------
The Board of Directors for Bioniche Life Sciences Inc., (TSX: BNC)
has taken a strategic decision to sell its majority ownership
stake in Bioniche Pharma Group Limited, its sterile injectable
manufacturing operation in County Galway, Ireland.

"The Bioniche Pharma business unit was established by Bioniche
Life Sciences in 1992 as a means of generating revenue to support
the Company's strategic research and development projects," said
Graeme McRae, President & CEO of Bioniche Life Sciences Inc.  "At
this point in its development, Bioniche Pharma requires continued
investment to reach its full potential, and Bioniche Life Sciences
is seeking a strategic partner who will be willing to make this
investment."

The anticipated proceeds from the sale of the Bioniche Pharma
Group will allow Bioniche Life Sciences to significantly reduce
its debt load, while the Company focuses on opportunities in the
development, licensing, and marketing of products from its own
technologies, which offer greater opportunities than branded
sterile injectable pharmaceuticals, the focus of Bioniche Pharma.

With a defined focus on the future, Bioniche --
http://www.Bioniche.com/-- is a research-based, technology-driven
Canadian biopharmaceutical company that discovers, develops,
manufactures, and markets proprietary products for Human and
Animal Health markets worldwide.  The Company employs 175 people
and has three principal reporting divisions: Human Health, Animal
Health, and Food Safety.  Corporate headquarters are located in
Belleville, Ontario, Canada with research, manufacturing, and
marketing/sales facilities in Belleville, Ontario; Montreal,
Quebec; Athens, Georgia; Pullman, Washington; and Armidale,
Australia.

                        *     *     *

                     Going Concern Doubt

Due to a number of factors, including the Company's losses,
decreases in working capital and cash balances, and current burn
rate, as well as the reclassification of certain amounts of long-
term debt to current, the notes to the financial statements
describe a "going concern uncertainty".  The Company is addressing
this situation through debt and equity financings, and the
potential sale of Bioniche Pharma Group Limited.  These
initiatives are at a preliminary stage and, the Company said,
there is no assurance that they will be completed as currently
planned.


BMC INDUSTRIES: Court Bars Panel from Pursuing Avoidance Actions
----------------------------------------------------------------
The Honorable Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota denied BMC Industries Inc. and its
debtor affiliates' request to allow their Official Committee of
Unsecured Creditors to prosecute causes of action arising under
Chapter 5 of the Bankruptcy Code in behalf of the estate.  Judge
Kressel did not enumerate the reasons for the rejection in his
order disallowing the Debtor's motion.

In their motion, the Debtors emphasized the importance of pursuing
the Chapter 5 actions as soon as possible since statutes of
limitation on these actions continue to run.  The Debtors added
that the causes of action must be prosecuted as inexpensively as
possible since the Debtors' financial resources are limited by the
wind-down budget approved by its prepetition lenders.

Clinton E. Cutler, Esq., at Fredrikson & Byron, PA, explained that
allowing the Committee to spearhead prosecution and settlement of
the Chapter 5 actions would translate to significant savings for
the estate because the Committee's lawyers bill at a lower rate.
A standing agreement also prohibits the Debtors from commencing
any actions arising under Chapter 5 without specific prior written
approval from the Committee.

                      Committee's Interest

The Committee wanted a primary role in prosecuting the Chapter 5
actions because a percentage of the recoveries from those actions
will ultimately be distributed to its members.

A sharing arrangement for Chapter 5 recoveries previously approved
by the Bankruptcy Court stipulates that:

     a) the first $100,000 of Net Proceeds will be retained for
        the sole benefit of the creditors of the Debtors' estates,
        other than secured prepetition lenders;

     b) 50% of the Net Proceeds between $100,000 and $200,000
        shall be paid to the secured prepetition lenders. The
        remaining 50% will be retained for the sole benefit of the
        creditors of the Debtors' estates other than the
        secured prepetition lenders; and

     c) the Net Proceeds in the amount exceeding $200,000 will be
        distributed to the secured prepetition lenders and other
        general unsecured creditors in an amount equal to each
        party's pro rata share of such Net Proceeds; provided,
        however that secured prepetition lenders will not receive
        more than 80% of the Net Proceeds exceeding $200,000.

The Debtors estimates pursuing in excess of 850 Chapter 5 actions
resulting in estimated aggregate recoveries of over $20 million.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in there
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BROOKLYN HOSPITAL: Files Chapter 11 Petition in E.D. New York
-------------------------------------------------------------
The Brooklyn Hospital Center and its affiliate, Caledonian Health
Center, Inc., filed voluntary chapter 11 petitions in the U.S.
Bankruptcy Court for the Eastern District of New York in order to
strengthen their financial position and their ability to serve its
patients and community.  The Debtor intends to use the
reorganization process to address balance sheet and cash flow
issues, and to further improve its operations.

Throughout the process, the hospital and the Caledonian Health
Center, its network of diagnostic and treatment centers, will
continue their normal operations.  In conjunction with the filing,
the Debtor will seek approval from the Bankruptcy Court for a
variety of "first day motions" enabling it to continue to manage
its operations in the ordinary course.  These motions include a
request to continue wage and salary payments and other benefits to
employees.  Approval of such payments is routinely granted.

"[Fri]day's action -- which allows us to continue operating as
normal while we develop a plan to strengthen our balance sheet and
financial position -- is the logical next step in building a
stronger Brooklyn Hospital Center for the future," said Samuel
Lehrfeld, President and Chief Executive Officer.  "Our facility
already has undergone an extensive operational restructuring that
addressed our key services and cost structure, while expanding and
enhancing inpatient services at TBHC and ambulatory services at
both the hospital and at the Caledonian Health Center sites.  As a
result, our underlying business today is very good and we 'turned
the corner,' in terms of operations, in the year 2004."

Mr. Lehrfeld added, however, that TBHC is burdened by extensive
"legacy" liabilities -- including previous indebtedness and
litigation, and insurance issues -- that adversely affect cash
flow.  "By utilizing a disciplined financial restructuring
process, we are going to address current liquidity problems as
well as long-term solvency issues in order to ensure The Brooklyn
Hospital Center continues to serve its patients and community with
the skill and passion they deserve," he said.  "We will remain
focused on our commitment to our key constituencies throughout
this process, and there will be no interruption in services."

To fund its continuing operations during the restructuring, TBHC
has secured a commitment from the Dormitory Authority of the State
of New York for $6 million in debtor-in-possession financing.
Subject to court approval, the DIP credit facility will be used to
supplement TBHC's cash from operations during the reorganization
process.  Additionally, TBHC said it is arranging a working
capital/DIP financing of approximately $20 million from a
commercial lender.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org/-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  A member of the New York-Presbyterian
Healthcare System and affiliated with Weill Medical College of
Cornell University, the hospital and its Caledonian Health Center
sites serve more than 500,000 people annually.  The Company and
its debtor-affiliate filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D. New York Case Nos. 05-26990 and 05-26992).
Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP,
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


BROOKLYN HOSPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: The Brooklyn Hospital Center
             121 DeKalb Avenue
             Brooklyn, New York 11201

Bankruptcy Case No.: 05-26990

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Caledonian Health Center, Inc.             05-26992

Type of Business: The Debtor provides a variety of inpatient and
                  outpatient services and education programs to
                  improve the well being of its community.
                  See http://www.tbh.org

Chapter 11 Petition Date: September 30, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Lawrence M. Handelsman, Esq.
                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, New York 10038
                  Tel: (212) 806-5400
                  Fax: (212) 806-6006

Debtors'
Financial
Advisor:          JH Cohn, LLP

Debtors'
Special Corporate
Counsel:          Garfunkel, Wild & Travis PC

Debtors'
Accountant &
Auditor:          Ernst & Young LLP

Debtors'
PR Consultant:    The Torrenzano Group

                    Estimated Assets      Estimated Debts
                    ----------------      ---------------
The Brooklyn        More than             More than
Hospital Center     $100 Million          $100 Million

Caledonian Health   $1 Million to         $10 Million to
Center, Inc.        $10 Million           $50 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


BUEHLER FOODS: Court Approves D&K Healthcare Supply Agreement
-------------------------------------------------------------
The Honorable Basil H. Lorch of the U.S. Bankruptcy Court for the
Southern District Of Indiana, Evansville Division, approved the
credit terms governing the supply agreement between Buehler Foods,
Inc.,  Buehler of Kentucky, LLC, and D&K Healthcare Resources,
Inc.  Under the supply agreement, D&K Healthcare will sell
pharmaceutical inventory to the Debtors on a Cash-on-Delivery
basis.

As security for payment of any delivered pharmaceutical inventory,
the Debtors allow D&K Healthcare to retain, as a deposit, $90,000
of post-petition rebate money owed to BFI and $60,000 of post-
petition rebate money owed to BOK.  D&K Healthcare granted the
rebates as a result of postpetition purchases the Debtors made to
the company.

Further, D&K Healthcare has the right to debit from the deposit
amounts equal to any defaulted payment due under the supply
agreement without further approval from the Bankruptcy Court.

Headquartered in St. Louis, Missouri, D&K Healthcare --
http://www.dkwd.com/-- is a full-service wholesale distributor of
branded and generic pharmaceuticals and over-the-counter health
and beauty aid products.  D&K also offers a number of proprietary
information systems, as well as marketing and business management
solutions.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


BUEHLER FOODS: Wants to Disburse $1.4 Million to Harris Bank
------------------------------------------------------------
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana, Evansville
Division, for authority to disburse approximately $1.4 million to
Harris Trust and Savings Bank.

The amount comes from the net proceeds of the going-out-of-
business sale of ten of the Debtors' stores that was supervised
by Gordon Brothers Retail Partners, LLC.  Properties sold pursuant
to the liquidation include inventory and goods plus fixtures and
equipment.

                      Harris' Claims

As previously reported in the Troubled Company Reporter, the
Debtors owe Harris Trust approximately $47 million in prepetition
debts. In addition, Harris Trust agreed to extend up to $6 million
in DIP financing to the Debtors.

The Debtors' obligations to Harris Trust are secured by liens on
their property, including, but not limited to:

   - all inventory, accounts and other rights to payment,
   - general intangibles,
   - equipment,
   - chattel paper, and
   - fixtures.

Objections to the proposed payment must be filed by Oct. 10, 2005.
The Bankruptcy Court will convene a hearing on Oct. 17, 2005 to
consider the Debtors' request.

The Debtors' Sales Proceeds Distribution schedule is available for
free at http://researcharchives.com/t/s?208

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


CCS ACQUISITION: Moody's Junks $130 Million Secured Term Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3 senior secured facility loan rating to CCS Acquisition Inc.
CCSA is a holding company for a newly formed operating entity that
represents the combination of Chronic Care Solutions, Inc. (CCS)
and MPTC Holdings, Inc. (MPTC), both providers of mail-order
medical supplies and services to chronically-ill patients.
Proceeds from this bank financing will be used to help finance the
acquisition of this newly combined company by management and a
financial sponsor, Warburg Pincus, who are making a $165 million
equity contribution.  This is the first time Moody's has rated the
debt of CCSA.  The rating outlook is stable.

Ratings assigned to CCS Acquisition Inc.:

   * B3 corporate family rating
   * B3 $50 million secured revolver
   * B3 $300 million first priority secured term loan
   * Caa2 $130 million second priority secured term loan

The B3 corporate family rating reflects:

   * very high leverage;

   * lack of operating history for this newly combined
     organization; and

   * significant reliance (60%) on governmental payors.

Very high leverage for CCSA (including a $55 million HoldCo senior
PIK loan) is highlighted by Debt/Revenue of well over 100% and
Debt/EBITDA levels that exceed 6.7x, even after assuming immediate
synergies and excluding one-time expenses (such as integration
costs and amortization of direct to consumer marketing costs that
have been eliminated).  Moody's believes that the assessment of
future cash flow levels is made more difficult by multiple
acquisitions made by both organizations over the past several
years.  On a combined basis, despite more moderate working capital
needs and the realization of synergies, Moody's expects free cash
flow to debt to remain under 5% over the next several years.

Despite the fact that key senior managers from both companies will
remain part of the merged organization, Moody's believes CCSA will
be faced with the challenge of integrating the cultures and
systems of two similarly-sized companies, both of which have
engaged in multiple acquisitions over the past several years.

Recent reductions in Medicare rates for both diabetes and
respiratory supplies highlight the risk associated with reliance
on governmental funding.  In addition, a proposed plan to
introduce competitive bidding for diabetes suppliers in 2007
provides uncertainty over the intermediate and longer term.

While the company has gained differentiation by marketing to
practitioners versus consumers, Moody's believes the company may
face challenges in convincing additional physicians that CCSA can
provide an incremental benefit to their patients.  CCSA will also
need to focus on selling its services to managed care companies in
order to expand its services to the commercial payor base.
Although the diabetes mail-order channel continues to grow, it is
unclear whether the penetration rate will grow at historical
levels.  Moody's believes that retail drug-store chains will
continue to attempt to retain market share (currently estimated at
about 29%) by expanding its services.

Positive factors supporting the ratings include:

   * relatively good critical mass and market positioning in the
     diabetes supply arena;

   * potential synergies associated with the merger; and

   * diversity offered by providing other product lines.

CCSA is estimated to be more than four times larger (based on
diabetes revenues) than the next largest competitor in the chronic
care mail order sector, although another player that participates
in this segment, PolyMedica, has more than two times the patient
base of CCSA.  Almost 60% of CCSA's revenues will be derived from
marketing diabetes supplies, but the company also provides
customers with:

   * respiratory,
   * urological,
   * ostomy,
   * pharmacy, and
   * wound care products.

Moody's believes that the chronic care market, especially in the
diabetes arena, will continue to expand.

Moody's believes that the combined company should be able to
benefit from better manufacturer discounts that are volume-driven.
CCSA contracts with a variety of manufacturers, but focuses on
selling its services - including home delivery of products,
product education and compliance monitoring.  CCSA also files
claims on behalf of patients by accepting assignment.  If the
physician or patient does not specify a product type, CCSA may
have the opportunity to steer business and benefit from higher
discounts from manufacturers.

The stable outlook assumes that CCSA will be able to generate
savings from the merger, focus on deleveraging and will not engage
in additional debt-financed acquisitions.

If a successful integration allows the company to generate
significantly stronger cash flow compared to historical levels and
results in deleveraging, such that free cash flow to debt rises
above 5%, the ratings could be upgraded.  If the combined company
faces cash flow pressure due to working capital issues or slower
than expected volume growth, such that free cash flow to debt is
negative or liquidity is impaired, the ratings could be lowered.

The senior first priority secured term loan has been rated at the
same level as the corporate family rating because it represents
the preponderance of the capital structure and Moody's does not
believe that collateral provided to the banks is sufficient to
warrant a higher rating.  Similarly, because of an extremely high
level of intangibles and expectations of very limited recovery in
case of liquidation, the second priority secured term loan has
been rated two-notches below the corporate family rating.

Moody's believes the company's liquidity will be supported over
the near-term with a revolver with $50 million availability.
Covenants include an (OpCo) leverage test and EBITDA to interest,
both of which are expected to be met over the next 12 months.

CCS Acquisition Inc., based in Clearwater, Florida, is a newly
formed holding company whose operating subsidiaries are:

   * Chronic Care Solutions, Inc., and
   * MPTC Holdings, Inc.

The company is a leading mail-order provider of medical supplies -
including diabetes, respiratory and wound care products - to
chronically-ill patients.  On a combined basis, pro-forma revenues
at year end 2005 are estimated at about $405 million.


CENTRAL PARKING: Dutch Auction Tender Offer to Expire on Oct. 14
----------------------------------------------------------------
Central Parking Corporation (NYSE:CPC) extended and modified the
price range of its "Dutch Auction" tender offer for up to
4,400,000 shares of its common stock.  The tender offer, which was
previously extended to Sept. 30, 2005, has been further extended
until 12:00 Midnight, New York City time, on Oct. 14, 2005.
Furthermore, the Company has modified the range of purchase prices
at which it will purchase shares of its common stock in the tender
offer to not less than $14.00 per share and not more than $16.00
per share.  The Company has extended the tender offer and modified
its price range in light of the recent developments regarding the
Company's United Kingdom operations.

                 U.K. Audit Investigation

As previously disclosed, the Company has become aware of certain
related party issues in its United Kingdom operations, primarily
related to its United Kingdom Transport business.  The Company and
the audit committee of its Board of Directors are continuing to
investigate this situation with the assistance of outside legal,
accounting and forensics professionals.  This investigation has
revealed that certain management-level employees located in the
Company's United Kingdom office appear to have engaged in
unauthorized related party transactions utilizing Company assets
and to have made improper and inaccurate entries to the Company's
financial statements for the United Kingdom operations.  As part
of the investigation, the Company is evaluating its legal rights
against the parties involved in the related party transactions.
The Company is also engaged in work to determine the quarterly and
year-end financial results of its UK operations.

                   Financial Restatement

Although the year-end review and investigation are not concluded,
at this time the Company believes that there may be a negative
financial impact on its prior fiscal 2005 quarters in the range of
US$8 million to $10 million, consisting primarily of over-accrual
of revenues and improper capitalization of expenses.  Based upon
the foregoing, management, the Audit Committee and the Board of
Directors, after consultation with the Company's independent
auditors, have determined that the Company will restate its
quarterly financial statements for the first three quarters of
fiscal 2005.  The overall negative financial impact on the
Company's fiscal year ending Sept. 30, 2005, including the
US$8 million to $10 million related to prior quarters, is
estimated to be in the range of US $13 to 15 million, including
current period operating losses and anticipated expenses of the
investigation.  The United Kingdom operations represented
approximately 2.7% of the Company's revenues previously reported
in the Company's financial statements through the first three
quarters of the current fiscal year.

                     Material Weakness

In addition, management is required by Section 404 of Sarbanes-
Oxley to do an assessment of its internal controls over financial
reporting as of Sept. 30, 2005, and the Company's independent
auditors are required to issue an opinion with respect to the
Company's internal controls over financial reporting.  Based on
the issues with the United Kingdom operations and the Company's
determination regarding restatement of its quarterly financial
statements for the first three quarters of fiscal 2005, the
Company believes that it is likely that the Company will identify
and report a material weakness in the Company's controls over
financial reporting as of Sept. 30, 2005.

In light of these developments, the Company's "Dutch Auction"
tender offer has been extended to 12:00 Midnight, New York City
time, on Oct. 14, 2005, unless the Company elects to further
extend the tender offer.  Furthermore, the Company has decreased
the range of purchase prices at which it will purchase shares of
its common stock in the tender offer to not less than $14.00 per
share and not more $16.00 per share.  The Tender offer was
extended in order to ensure that the information contained herein
and in an amendment to the Company's Schedule to be filed on
Sept. 30, 2005, is available to shareholders for a sufficient
period of time prior to the expiration of the self-tender.

Shareholders that have already tendered shares and indicated that
they would accept the final price determined by the Company in the
tender offer, and who do not wish to change that direction, do not
need to take any action in response to the extension.
Shareholders that have already tendered shares at a specified
price must deliver a new Transmittal Letter to the Depositary
either indicating that they intend to accept the final price
determined by the Company in the tender offer or specifying the
price, not greater than $16.00 per share and not less than $14.00
per share, at which they are willing to sell their previously
tendered shares.  Shareholders who have previously tendered shares
and wish to withdraw shares previously tendered should follow the
procedures described in the Offer to Purchase.  Shareholders who
have not previously tendered shares and who wish to remain
investors do not need to return any paperwork.

Headquartered in Nashville, Tennessee, Central Parking Corporation
is a leading global provider of parking and transportation
management services.  As of June 30, 2005, the Company operated
more than 3,400 parking facilities containing more than 1.5
million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of
Ireland, Mexico, Chile, Peru, Colombia, Venezuela, Germany,
Switzerland, Poland, Spain, Greece and Italy.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit and 'BB-' bank loan ratings.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 16, 2005.
The CreditWatch listing followed the company's announcement that
it had engaged Morgan Stanley to assist in pursuing various
strategic alternatives, including the possible sale or
recapitalization of the company.  The CreditWatch listing also
reflected Standard & Poor's concern over management turnover
following the resignation of the company's former Chief Financial
Officer.

S&P said the outlook is negative.  Total debt outstanding as of
June 30, 2005, was $245 million, excluding operating leases.


CENTURY/ML: Objects to Highland Holding's Multi-Million Claim
-------------------------------------------------------------
Century/ML Cable Venture asks the U.S. Bankruptcy Court for the
Southern District of New York to disallow a proof of claim filed
by Highland Holdings.

On July 7, 2004, Highland filed the Claim in Century/ML's case
asserting:

    a. Indemnity and Contribution Claim:  Unspecified and
       unliquidated claims for indemnity and contribution and for
       damages related to a Leveraged Recapitalization Agreement;
       and

    b. $10-Million Deposit Claim:  Recovery of the $10 million
       allegedly contributed by Highland to the escrow account
       established under the Recap Agreement.

                           Recap Agreement

Neil E. Herman, Esq., at Morgan Lewis & Bockius LLP, in New York,
relates that due to a dispute among the owners of Century/ML, ML
Media Partners, L.P., in March 2000, commenced a lawsuit in the
Supreme Court of the State of New York against Adelphia
Communications Corp., Century Communications Corp. and Arahova
Communications, Inc.  To settle the State Court Action,
Century/ML, ML Media, Century, ACOM and Highland Holdings entered
into the Recap Agreement.

Under the Recap Agreement, Century/ML agreed to purchase ML
Media's 50% ownership interest for $275 million if the closing
occurred on or before June 28, 2002.  If the closing was not held
on July 31, 2002, August 30, 2002, or September 30, 2002, the
parties agreed to a $1.6 million increase each month in the
purchase price.  ACOM also agreed to purchase ML Media's 50%
interest in Century/ML if the Debtor failed to consummate the
redemption on or before September 30, 2002.

Highland agreed to deposit $10 million into an escrow account
with First Union National Bank.  The Escrow Deposit would be
returned to Highland only if the purchase of ML Media's Interest
is consummated.  The Escrow Deposit would be forfeited by
Highland and paid to ML Media if:

    -- Century/ML fails to redeem ML Media's Interest on or before
       September 30, 2002; and

    -- ACOM fails to purchase ML Media's Interest on October 1,
       2002.

Among Highland's obligations under the Recap Agreement are:

    a. to arrange for and obtain in the name of Century/ML, debt
       financing from one or more lenders in an amount sufficient
       to enable the Debtor to consummate the redemption of ML
       Media's Interest on or before September 30, 2002, or, if
       any of the events referred to in Recap Agreement will have
       occurred, on the Accelerated Closing Date.

    b. together with ACOM and Century, to provide Century/ML with
       all funds necessary to enable the Debtor to pay interest
       the financing; and

    c. to guarantee all debt service associated with the financing
       to purchase ML Media's 50% interest in Century/ML.

The Recap Agreement provides for these contractual indemnities:

    a. ACOM, Century and Highland agree to indemnify ML Media if
       the closing does not occur and if the Debtor, ACC, Highland
       or Century defaults.

    b. ACOM and the Debtor agree to indemnify ML Media for certain
       Puerto Rico tax liabilities.

    c. Highland agree to indemnify ML Media for certain
       obligations to Blackstone Management Associates, III, LLC.

    d. ACOM, Century and Highland agree to indemnify ML Media for
       losses associated with certain "Senior Secured Notes."

    e. ACOM, Century and Highland agree to indemnify ML Media for
       all losses for any breach of any warranty of ACC, Century
       or Highland contained in the Recap Agreement.

    f. ML Media agree to indemnify ACC, Century and Highland for
       any breach of warranty.

Mr. Herman points out that there is no indemnity right given by
Century/ML to Highland anywhere in the Recap Agreement.

In May 2002, ML Media asserted that the closing date for the
redemption of its 50% interest in Century/ML was triggered
because of:

    -- a "change in control" resulting from the resignation of
       certain Rigas family officers and directors of ACOM; and

    -- defaults by ACOM in making payments of certain
       indebtedness.

                          Recap Litigation

On June 12, 2002, ML Media commenced another lawsuit in New York
State Supreme Court seeking to enforce the provisions of the
Recap Agreement.  On June 13, both the State Court Action and the
Recap Action were removed to the Bankruptcy Court.

On June 17, 2002, Century sought to enjoin the disbursement of
the $10 million Escrow Deposit to ML Media, which motion the
Court denied -- thus permitting disbursement to ML Media of the
$10 million.

On March 31, 2003, the Bankruptcy Court issued a 33-page
decision, which, among other things, authorized the rejection of
the Recap Agreement in the ACOM Debtors' cases.  On September 17,
2003, an order approving Adelphia's rejection of the Recap
Agreement was entered by the Court.

In another decision, the Court ruled that:

    "[S]ummary judgment is granted to the extent of determining
    that assuming that the Recap Agreement is enforceable, payment
    by the Cable Venture was due on September 30, 2002 (and
    payment by Adelphia, Century and Highland was due on October
    1, 2002, on day later), and that, having failed to make
    payment, each of the Cable Venture, Adelphia, Century and
    Highland is now in default."

                  Highland Claim Must Be Disallowed

Century/ML believes that the Highland Claim has no legal or
factual basis.

According to Mr. Herman, Highland did not cite any section of the
Recap Agreement or any other agreement as the basis for the
alleged Indemnity and Contribution Claim.  Highland also did not
provide any information as to how Century/ML's alleged breach of
the Recap Agreement caused any damages to the claimant and the
amount of the alleged damages.

Mr. Herman argues that even if the indemnification rights
existed, the Indemnity and Contribution Claim is barred.

Under Section 502(e)(1)(B) of the Bankruptcy Code, the Court will
disallow any claim for reimbursement or contribution of an entity
that is liable with a debtor to the extent that the claim is
contingent at the time of allowance.  Mr. Herman asserts that the
Indemnity and Contribution Claim remains unliquidated and
contingent.  Moreover, the Claim is intertwined with the numerous
and complex claims asserted relating to the Recap Agreement,
which claims are subject of extensive litigation and are
vigorously disputed and will not be liquidated at trial for many
months.

In the $10 Million Deposit Claim, Highland specifically alleges
that:

    1. it funded $10 million into the Escrow Deposit;

    2. Century ML removed the $10 million from the Escrow Deposit;
       and

    3. Highland is entitled to a return of the $10 million.

"Highland is wrong on all three points," Mr. Herman says.

Mr. Herman tells the Court that ACOM, not Highland, funded the
$10 million.  Century/ML also did not receive any portion of the
$10 million.  Rather, the amount was transferred from the Escrow
Deposit, not by the Debtor, but by Escrow Agent First Union
National Bank, directly to ML Media.  The Court authorized the
transfer, thus Highland is not entitled to the return.   Highland
is also in default of its obligations under the Recap Agreement,
Mr. Herman adds.

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

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


CITIGROUP MORTGAGE: Moody's Rates Class B-5 Sub. Certificate at B2
------------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by Citigroup Mortgage Loan Trust Inc. Series
2005-6, and ratings ranging from Aa1 through B2 to the subordinate
certificates in the deal.

The securitization is backed by adjustable-rate mortgage loans
originated by Wells Fargo Bank, N.A. (95%) and First Republic
Bank, Nevada Corporation (5%) and acquired by Citigroup Global
Markets Realty Corp.  The ratings are based primarily on the
credit quality of the loans, and on credit protection from
subordination.  Moody's expects collateral losses to range from
0.20% to 0.30%.

Wells Fargo Bank, N.A. (95%) and First Republic Bank, Nevada
Corporation (5%) will service the loans, with Citimorgage, Inc.
acting as master servicer.

The complete rating actions are:

Citigroup Mortgage Loan Trust, Inc. Mortgage Pass-Through
Certificates, Series 2005-6:

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, rated Aaa
   * Class M, rated Aa1
   * Class B-1, rated Aa2
   * Class B-2, rated A2
   * Class B-3, rated Baa2
   * Class B-4, rated Ba2
   * Class B-5, rated B2
   * Class X, rated Baa3


COMPOSITE TECH: Court Continues Financing Hearing to Oct. 11
------------------------------------------------------------
The Hon. John E. Ryan of the U.S. Bankruptcy Court for the Central
District of California will continue a hearing on Composite
Technology Corporation's (OTCBB: CPTCQ) previously disclosed
financing on Oct. 11, 2005, at 10:00 am (PDT).  The Debtor says it
is continuing its dialog with the proposed investors and intends
to negotiate an extension of the terms of the proposed financing.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
the Company entered into an agreement to sell $6 million aggregate
principal amount of senior convertible notes due December 2006,
subject to the Bankruptcy Court's approval.  The notes will bear
an interest rate of 6.0% per annum, payable quarterly to certain
institutional accredited investors in a private placement.
The Notes will be convertible into shares of the Company's common
stock at a conversion price of $1.60 per share.

The institutional accredited investors will also receive two
tranches of warrants, each of which will be exercisable for
562,500 shares of the Company's common stock.  One such tranche of
warrants will have an exercise price of $2.00 per share and the
other tranche will have an exercise price of $1.84 per share.
Both tranches of warrants will have a term of three years.

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


CWALT INC: Fitch Assigns B Rating to $1.8 Mil. Class B-4 Certs.
---------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2005-49CB:

     -- $505.5 million classes A-1 through A-8, PO, and A-R
        certificates (senior certificates) 'AAA';

     -- $8.1 million class M certificates 'AA';

     -- $4.2 million class B-1 certificates 'A';

     -- $2.8 million class B-2 certificates 'BBB';

     -- $2.1 million class B-3 certificates 'BB';

     -- $1.8 million class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.89%
subordination provided by the 1.54% class M, the 0.80% class B-1,
the 0.55% class B-2, the 0.40% privately offered class B-3, the
0.35% privately offered class B-4, and the 0.25% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of
primarily 30-year conventional, fully amortizing mortgage loans.
The pool consists of primarily 30-year fixed-rate mortgage loans
totaling $418,436,156 as of the cut-off date, Sept. 1, 2005,
secured by first liens on one- to four-family residential
properties.

The mortgage pool, as of the cut-off date, demonstrates an
approximate weighted-average original loan-to-value ratio of
71.66%.  The weighted average FICO credit score is approximately
721.  Cash-out refinance loans represent 37.55% of the mortgage
pool and second homes 3.69%. The average loan balance is $184,740.

The three states that represent the largest portion of mortgage
loans are California (17.27%), Florida (7.02%), and Arizona
(5.71%).  Subsequent to the cut-off date, additional loans were
purchased prior to the closing date, Sept. 29, 2005.  The
aggregate stated principal balance of the mortgage loans
transferred to the trust fund on the closing date is $107,547,254.

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 dated May 1, 2003 'Fitch Revises Rating
Criteria in Wake of Predatory Lending Legislation,' available at
http://www.fitchratings.com/

Approximately 66.98% and 33.02% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


CWALT INC: Fitch Puts B Rating on $2.2 Mil. Mortgage Certificates
-----------------------------------------------------------------
Fitch rates CWALT, Inc.'s, mortgage pass-through certificates,
Alternative Loan Trust 2005-55CB:

     -- $603.3 million classes 1-A-1, 2-A-1 through 2-A-5, 1-PO,
        2-PO and A-R certificates (senior certificates) 'AAA';

     -- $10.0 million classes 1-M and 2-M certificates 'AA';

     -- $4.7 million classes 1-B-1 and 2-B-1 certificates 'A';

     -- $3.7 million classes 1-B-2 and 2-B-2 certificates 'BBB';

     -- $2.4 million classes 1-B-3 and 2-B-3 certificates 'BB';

     -- $2.2 million classes 1-B-4 and 2-B-4 certificates 'B'.

The 'AAA' rating on the group 1 senior certificates reflects the
3.90% subordination provided by the 1.55% class 1-M, the 0.80%
class 1-B-1, the 0.55% class 1-B-2, the 0.40% privately offered
class 1-B-3, the 0.35% privately offered class 1-B-4, and the
0.25% privately offered class 1-B-5 (not rated by Fitch).  Classes
1-M, 1-B-1, 1-B-2, 1-B-3, and 1-B-4 are rated 'AA', 'A', 'BBB',
'BB', and 'B', based on their respective subordination only.

The 'AAA' rating on the group 2 senior certificates reflects the
4.00% subordination provided by the 1.70% class 2-M, the 0.65%
class 2-B-1, the 0.70% class 2-B-2, the 0.35% privately offered
class 2-B-3, the 0.35% privately offered class 2-B-4, and the
0.25% privately offered class 2-B-5 (not rated by Fitch).  Classes
2-M, 2-B-1, 2-B-2, 2-B-3, and 2-B-4 are rated 'AA', 'A', 'BBB',
'BB', and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated 'RMS2+' by Fitch, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

The group 1 certificates represent an ownership interest in a
group of primarily 30-year conventional, fully amortizing mortgage
loans.  The group 1 pool consists of primarily 30-year fixed-rate
mortgage loans totaling $356,798,878 as of the cut-off date, Sept.
1, 2005, secured by first liens on one- to four-family residential
properties.

The mortgage pool, as of the cut-off date, demonstrates an
approximate weighted-average original loan-to-value ratio of
70.95%.  The weighted average FICO credit score is approximately
723.  Cash-out refinance loans represent 29.80% of the mortgage
pool and second homes 4.09%.  The average loan balance is
$186,027.  The three states that represent the largest portion of
mortgage loans are California (16.98%), Florida (7.11%), and
Arizona (6.75%).  Subsequent to the cut-off date, additional loans
were purchased prior to the closing date, Sept. 29, 2005.  The
aggregate stated principal balance of the mortgage loans
transferred to the trust fund on the closing date is $60,199,249.

The group 2 certificates represent an ownership interest in a
group of primarily 30-year conventional, fully amortizing mortgage
loans.  The group 2 pool consists of primarily 30-year fixed-rate
mortgage loans totaling $200,332,182 as of the cut-off date, Sept.
1, 2005, secured by first liens on one- to four-family residential
properties.  The mortgage pool, as of the cut-off date,
demonstrates an approximate weighted-average original loan-to-
value ratio of 72.25%.

The weighted average FICO credit score is approximately 724.
Cash-out refinance loans represent 41.62% of the mortgage pool and
second homes 3.31%.  The average loan balance is $210,212.  The
three states that represent the largest portion of mortgage loans
are California (18.06%), Arizona (10.79%), and Florida (7.51%).
Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, Sept. 29, 2005.  The aggregate stated
principal balance of the mortgage loans transferred to the trust
fund on the closing date is $10,663,755.

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 at
http://www.fitchratings.com/

Approximately 69.53% and 30.47% of the group 1 mortgage loans and
88.56% and 11.44% of the group 2 mortgage loans were originated
under CHL's Standard Underwriting Guidelines and Expanded
Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


DALRADA FINANCIAL: Registers 244 Million Common Shares for Resale
-----------------------------------------------------------------
Dalrada Financial Corporation filed a Registration Statement with
the Securities and Exchange Commission for the resale by the
Selling Stockholders of up to 244,571,429 shares of the Company's
common stock, including up to 228,571,429 shares of common stock
underlying convertible notes in a principal amount of $800,000 and
up to 16,000,000 shares of common stock issuable upon the exercise
of common stock purchase warrants at $.0187 a share:

   Selling Stockholders                           Common Shares
   --------------------                           -------------
   Alpha Capital Aktiengesellschaft                  68,785,714
   Gamma Opportunity Capital Partners LP             68,785,714
   Longview Fund, LP                                 61,142,857
   Stonestreet Limited Partnership                   45,867,143

On December 17, 2003, the Company entered into a Subscription
Agreement for $800,000, whereby it issued convertible debentures
bearing 8% annual interest rate, to:

   Debenture Holders                          Convertible Notes
   -----------------                          -----------------
   Alpha Capital Aktiengesellschaft                    $225,000
   Gamma Opportunity Capital Partners, LP               200,000
   Longview Fund, L.P.                                  200,000
   Stonestreet Limited Partnership                      150,000

The convertible debentures can be converted into shares of common
stock with the conversion price per share being the lower of:

     (i) $.02 or

    (ii) 70% of the average of the three lowest closing bid prices
         for the 60 trading days prior to but not including the
         conversion date for the common stock.

The holders of the 8% convertible debentures may not convert its
securities into the Company's shares if after the conversion the
holder would beneficially own over 9.9% of the Company's
outstanding shares.  The holder may waive this percent ownership
restriction upon not less than 61 days notice to the Company.
Since the number of common shares issuable upon conversion of the
debentures will change based upon fluctuations of the market price
of common shares prior to a conversion, the actual number of
shares of the common shares that will be issued under the
debentures owned by the holders is based on a reasonable good
faith estimate of the maximum amount needed.

The Company issued in conjunction with these convertible
debentures warrants to purchase 16 million shares of common with
at an exercise price of $.0187 per share.

The Company's common shares are quoted on the OTC Bulletin Board
under the symbol "DRDF".  The Company's shares traded between
$0.00237 and $0.00338 this month.   The Company's market
capitalization is around $2.25 million.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?206

Dalrada Financial Corporation (OTCBB: DRDF), f/k/a Imaging
Technologies Corporation, provides a variety of financial
services to small and medium-size businesses.  These services
allow its customers to outsource many human resources tasks,
including payroll processing, workers' compensation insurance,
health insurance, employee benefits, 401k investment services,
personal financial management, and income tax consultation.  In
November 2001, the Company began to provide these services to
relieve some of the negative impact they have on the business
operations of its existing and potential customers.  To this end,
through strategic acquisitions, Imaging Technologies became a
professional employer organization.

As of June 30, 2005, the Company's balance sheet reflects a
$20,925,000 stockholders' deficit.


DELPHI CORP: Liquidity, Supplier Payments & Debt Covenant Update
----------------------------------------------------------------
Delphi Corp. (NYSE: DPH) said Friday that its anticipated closing
third quarter cash balance is in excess of $1.6 billion.  Delphi
also confirmed that it will make its regular monthly payments to
its suppliers on or about Oct. 4, 2005, as contractually
scheduled.

As previously announced on Aug. 5, 2005, Delphi drew $1.5 billion
under its $1.8 billion revolving credit facility to make
additional cash readily available to finance the company's
operations to the extent required during its restructuring
discussions with its unions and General Motors Corp.  The company
has not requested nor made any further draws against its revolving
credit facility since the earlier announcement.  Also as disclosed
on Aug. 8, 2005, Delphi had the ability to make a voluntary
repayment of a portion of outstanding borrowings under its $1.8
billion revolving credit facility by Sept. 30, 2005 to remain in
compliance with the facilities' consolidated leverage financial
covenant (leverage covenant) when tested for the period ending
Sept. 30, 2005.

The company confirmed that it did not make a voluntary repayment
so that it could continue to maintain additional liquidity as it
continued working on its transformation strategy.  The immediate
effect of non-compliance on the loan facilities would be to
prevent Delphi from obtaining further revolving credit facility
advances, which the company was not contemplating.  In addition,
Delphi stated that it is exploring the possibility of a potential
waiver or amendment with respect to the leverage
covenant with the administrative agent for its lenders.

Delphi also noted that its U.S. and European receivables
securitization programs each contain substantially the same
leverage covenant as that contained in the loan facilities.
Noncompliance with these covenants could result in early
termination events under these securitization facilities.
Delphi is also exploring the possibility of a potential waiver of
noncompliance under both programs.  While there can be no
assurance that Delphi will be successful in obtaining any of the
waivers or amendments disclosed herein, the company anticipates
that it will obtain appropriate waivers or alternative financing
and that there will be no interruption of funding required for its
global operations.

Delphi currently has no amounts outstanding under its U.S.
receivables securitization program and its European program is
subject to a thirty-day grace period to negotiate an appropriate
waiver.

                Talks with GM & Unions Continue

Last week, Delphi said it continues to be in discussions with its
major unions and General Motors Corp. concerning a comprehensive
restructuring designed to address Delphi's existing U.S. legacy
liabilities and the resulting high-cost structure of its U.S.
operations going forward.

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

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

                          Skadden Arps

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

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

                          $6 Billion

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

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

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

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

                  Credit Protection Cost Soars

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

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

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

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


DELTA AIR: Brings In Hogan & Hartson as Aviation Counsel
--------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Hogan & Hartson LLP as their special counsel with
respect to aviation regulatory, government procurement and
securities law matters during their Chapter 11 cases.

Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that the Debtors have
selected Hogan because of the extensive experience of the Firm's
lawyers in aviation regulatory, government procurement and
securities law issues and the broad and lengthy history of certain
lawyers of the firm who have served in that capacity for the
Debtors.

Robert Cohn, Esq., a partner of the Firm, has advised the Debtors
with respect to their aviation regulatory and government
procurement issues since 1990.  Mr. Cohn and his aviation legal
group joined Hogan on March 1, 2005.  In addition, Peter Romeo,
Esq., and Alan Dye, Esq., partners of the Firm, have regularly
advised the Debtors on securities law issues.

Mr. Bastian tells the Court that, if the Debtors are required to
retain special counsel on aviation regulatory, government
procurement and securities law issues other than Hogan, the
Debtors, their estates, and all parties-in-interest will be unduly
prejudiced by the time and expense necessary to enable other
counsel to become familiar with the Debtors' business and
regulatory issues.

Hogan will counsel and represent the Debtors with respect to:

    (a) administrative and regulatory law issues involving the
        U.S. Department of Transportation, the Federal Aviation
        Administration, the Transportation Security
        Administration, the Department of Homeland Security, the
        Department of Agriculture, the Department of Justice, the
        Department of the Treasury, the United States Postal
        Service, and other federal agencies that oversee and
        exercise jurisdiction over U.S. certificated airlines, and
        the U.S. Congress;

    (b) government procurement matters; and

    (c) securities law issues including matters before the
        Securities and Exchange Commission.

Hogan's current customary hourly rates are:

             Professional                       Hourly Rate
             ------------                       -----------
             partners and counsel               $350 to $685
             associates                         $195 to $535
             paraprofessionals and staff         $90 to $195

The Debtors will also reimburse Hogan for reasonable out-of-pocket
expenses incurred.

Hogan has received from the Debtors a $50,000 prepetition retainer
from which the Firm recovered payment in full for prepetition
legal services.  Any balance remaining will be held against
postpetition fees and expenses.  The retainer will not be
replenished.

Robert E. Cohn, Esq., relates that Firm has, in the past or
present, performed services to parties-in-interest in matters
unrelated to the Debtors' Chapter 11 cases.  One of its clients,
International Business Machines Corporation, accounted for at
least 1% of the Firm's revenues in 2004.

He adds that, more than 14 years ago, a trial attorney currently
with the Office of the United States Trustee for the Southern
District of New York was an associate in the law firm of
Gainsburg, Greene & Hirsch, and a current partner at Hogan was
then a partner at Gainsburg, Greene & Hirsch.

According to Mr. Cohn, the Firm has no interests materially
adverse to the Debtors.

                           *     *     *

The Court grants interim approval to the application.

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: Court Okays Continuation of Insurance Programs
---------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to maintain, continue and renew, in their sole discretion, their
existing insurance programs on an uninterrupted basis.  This would
include:

    (i) paying all amounts arising under the Insurance Programs
        whether due and payable before or after the Petition
        Date; and

   (ii) renewing or obtaining new insurance policies as needed in
        the ordinary course of business.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the Debtors maintain various liability, property and
other insurance, and reinsurance and risk control programs through
several private insurance carriers and the Federal Aviation
Administration.  The Debtors are also required by law in certain
foreign countries to purchase international property and liability
insurance from local insurance carriers.

The Insurance Programs include coverage for, among other things,
war, terrorism, operation of aircraft, personal injury, property
damage to the Debtors' property and the property of others,
operation of vehicles, transportation of cargo, employee transit,
fire, theft, employment practices, crime, breach of officers and
directors duties, and various other property-related and general
liabilities.

The Debtors employ insurance brokers to assist them with the
procurement and management of the Insurance Programs.  These
include, among others, Marsh U.S.A. and Aon Risk Services who are
under contract with the Debtors.  In 2005, the Debtors will pay
the Brokers approximately $3,000,000.  The Debtors also will pay
Ace USA Specialty Engineering $180,000 for property risk control
services.  These services help to prevent and mitigate property
losses, Mr. Huebner notes.

The premiums for most of the Insurance Programs are determined
annually and are paid by the Debtors at policy inception or via
installments through the policy term directly to the Insurance
Carriers or indirectly through the Brokers.  For 2005, Insurance
Premiums under the Programs aggregate approximately $154 million.
All material Insurance Premiums that have been received as of the
Petition Date have been fully paid.

Additional Insurance Premiums of approximately $21 million are
owed under the current Insurance Programs, but were not due as of
the Petition Date.

Pursuant to the Insurance Programs, the Debtors may be required to
pay various deductibles or retention amounts depending on the type
of claim and insurance policy involved.

Under certain policies, the Insurance Carriers may pay claimants
and then invoice the Debtors for any Insurance Deductible.
In those situations, the Insurance Carriers may have prepetition
claims against the Debtors.  The Debtors believe that they do not
have outstanding obligations to the Insurance Carriers as of the
Petition Date.

Mr. Huebner tells the Court that, if the Insurance Programs are
allowed to lapse or terminate, the Debtors may well be unable to
continue large portions of their operations, thereby endangering
their successful reorganization and substantially harming all
creditors.

                           *     *     *

The Court approves the Debtors' request.

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: Wants to Reject a Dozen Burdensome Contracts & Leases
----------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates are parties to a
vast number of contracts and leases.  As part of their prepetition
and ongoing restructuring efforts, the Debtors have begun to
evaluate these agreements in the context of the Bankruptcy Code
and have determined that 12 Contracts and Leases are not necessary
to their continued business operations and do not benefit their
estates.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to reject the
12 Contracts and Leases.  A free copy of the list of Rejected
Contracts and Rejected Leases is available at:

        http://bankrupt.com/misc/deltacontracts&leases.pdf

The Debtors also want to abandon the personal property associated
with the Rejected Leases.

In addition, the Debtors ask Judge Beatty to order that:

    (i) if any Debtor has deposited monies with a counterparty or
        lessor or sublessor party to a Rejected Agreement as a
        security deposit or pursuant to another similar
        arrangement, that Counterparty or Lessor is not permitted
        to set off or otherwise use the monies from the deposit or
        other arrangement without prior Court order; and

   (ii) the holder of any claim for damages arising from the
        rejection of any Rejected Agreement or abandonment of
        Expendable Property be required to file a proof of claim
        on account of that claim against the Debtors in accordance
        with any order pursuant to Bankruptcy Rule 3003(c)
        establishing a deadline by which prepetition general
        unsecured claims must be filed, on or before the later of:

           (x) the Bar Date, or

           (y) 30 days after the effective rejection or
               abandonment date.

Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell, in New
York, relates that it's costly to maintain the unnecessary
contracts and leases.  By rejecting the contracts and leases now,
the Debtors will avoid incurring unnecessary costs and expenses.

Mr. Kaminetzky also points out that the Expendable Property is of
inconsequential value and of no benefit to the estates.  The
Expendable Property primarily consists of furnishings, carpeting,
fixtures, ticket counters, millwork, bag systems, jetways, gate
podiums and ground service equipment.

"To the best of the Debtors' knowledge, the abandonment of the
property is not in violation of any state statutes or regulations
reasonably designed to protect the public health or safety from
identified hazards," Mr. Kaminetzky says.

                           *     *     *

Judge Beatty grants the Debtors' request on an interim basis and
set a final hearing on October 6, 2005, at 1:30 p.m.

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)


DIGITAL VIDEO: June 30 Balance Sheet Upside-Down by $1.1 Million
----------------------------------------------------------------
Digital Video Systems, Inc., or DVS, (OTC: DVID.PK) reported
financial results for the first and second quarters and six months
ended June 30, 2005.

Revenue for the second quarter of 2005 was $15.7 million, a 31%
sequential increase over $11.9 million in revenue reported for the
first quarter of 2005 and a 52% decrease from the $32.7 million
reported for the comparable quarter ended June 30, 2004.  For the
six months ended June 30, 2005, revenue of $27.6 million, which
represents 55% of the revenue reported for the six months ended
June 30, 2004.

The second-quarter loss of $2,594,000, is approximately 55% of the
first-quarter net loss of $4,684,000.  The Company reported a net
loss of $2,379,000 in the second quarter of 2004.  The net loss
for the six months ended June 30, 2005 was $7,278,000, compared to
a net loss of $7,067,000, for the comparable period of fiscal
2004.

"The 31% increase in revenue to $15.7 million from the
$11.9 million achieved in the first quarter of 2005 is primarily
due to volume growth of our Korean subsidiary's various read-write
products and our automotive products," Mali Kuo, Chairman and CEO,
stated.  "We are continually introducing higher- margin products
to return to profitability and to implementing appropriate cost
reduction programs.  The emphasis on higher-margin products to
replace our older DVD player products enabled us to continue to
reduce our losses in comparison to the prior quarter of 2005."

                     Change of Auditor

On July 18, 2005, Stonefield and Josephson Inc. resigned as our
auditor. Choi, Kim &Park LLP was retained shortly thereafter.
After this change an amended 10Q/A for Q1 was filed on Sept. 28,
2005 in addition the 10Q report for the second quarter was also
filed on Sept. 28, 2005.

               Judgments and Lawsuits Settled

During the quarter DVS lost a lawsuit to its former CEO, Mali Kuo.
Subsequently, Mali Kuo and her creditors settled the judgment with
the Company by converting the judgment of $3.42 million into
equity of DVS.

                       Reverse Split

DVS amended its Amended and Restated Certificate of Incorporation
to effect a 1-for-10 reverse split of the outstanding shares of
common stock, effective on Feb. 9, 2005.  As a result, the number
of shares of the Company's common stock outstanding has been
adjusted from approximately 12,207,988 to approximately 1,220,799.
The reverse split is intended to raise the Company's share price
above $1, as required to remain in compliance with Nasdaq's
SmallCap listing requirements.  All EPS numbers have been adjusted
to reflect the 10 for 1 reverse split.

Established in 1992, Digital Video Systems, Inc. --
http://www.dvsystems.com/-- is a publicly held company
specializing in the development and application of digital video
technologies enabling the convergence of data, digital audio,
digital video and high-end graphics. DVS is headquartered in Palo
Alto, California, with subsidiaries and manufacturing facilities
in South Korea and China and a subsidiary in India.

At June 30, 2005, Digital Video's balance sheet showed a
$1,117,000 stockholders' deficit, compared to a $311,000 deficit
at Dec. 31, 2004.


DRESSER INC: Lenders Agree to Extend Filing Deadline to Nov. 14
---------------------------------------------------------------
Dresser, Inc., amended its senior secured credit facility and
received a consent and waiver under its senior unsecured term loan
to extend the required delivery date from Sept. 30, 2005, to Nov.
14, 2005, for providing audited financial statements for the
fiscal year ended Dec. 31, 2004, and unaudited financial
statements for the fiscal quarters ended March 31, 2005, and June
30, 2005.

The company's lenders have also consented to the previously
announced sales of its On/Off Valve and Instruments businesses,
which are expected to close in the fourth quarter of 2005.  The
proceeds of the sales will be used to pay down debt.

As reported in Troubled Company Reporter on Sept. 21, 2005 the
Company sought from its lenders to extend the filing of its
financial statements to Nov. 14, 2005.

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

                         *     *     *

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


E*TRADE FIN'L: Inks Pact to Buy JPMorgan's BrownCo Unit for $1.6B
-----------------------------------------------------------------
E*Trade Financial Corporation has entered into a definitive
agreement to acquire BrownCo, the online brokerage service of
JPMorgan Invest, LLC, from JPMorgan Chase & Co.  ET intends to
acquire BrownCo in an all-cash transaction.  The purchase price is
$1.6 billion.  Once fully integrated, ET expects to realize
approximately $154 million in annual pretax operating synergies.

The proposed acquisition is the Company's second deal this year.

As reported in the Troubled Company Reporter on Aug. 11, 2005,
BMO Financial Group signed a definitive agreement to sell
Harrisdirect to E*Trade Financial Corp. for $700 million in cash.
In addition, at closing, Harrisdirect will distribute
approximately $50 million to BMO Financial Group, resulting in
aggregate proceeds of approximately $750 million (CDN$910
million).

"If you don't have scale, this is a hard space to be in," said
Mitch Caplan, E*Trade's Chief Executive Officer.

BrownCo generated $78 million in pretax earnings in the first half
of the year.

The Wall Street Journal reports that E*Trade's projected $154
million in pretax merger benefits come from (x) $91 million in
cost cuts, including job cuts and (y) $63 million in "revenue
synergies" from the integration of BrownCo's operations.

The E*Trade Financial family of companies provide financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E(x)TRADE Securities LLC (Member
NASD/SIPC). Bank and lending products and services are offered by
E(x)TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Moody's Investors Service affirmed all outstanding ratings of
E*Trade Financial Corporation ("E*Trade"; long-term senior debt at
B1) and its lead bank subsidiary, E*Trade Bank (long-term deposits
at Ba2; other senior obligations at Ba3).  The rating outlooks
remain stable.

In addition, Standard & Poor's Ratings Services changed its
outlook on E*TRADE Financial Corp. to stable from positive.  At
the same time, Standard & Poor's affirmed its 'B+' long-term
counterparty credit rating on E*TRADE Financial Corp and its
'BB/Stable/B' counterparty credit rating on E*TRADE Bank.


EMMIS COMMUNICATIONS: Reports Second Quarter Financial Results
--------------------------------------------------------------
Emmis Communications Corporation (NASDAQ: EMMS) reported results
for its second fiscal quarter ended August 31, 2005.

For the second fiscal quarter, reported net revenue was
$107.9 million, compared to $97.1 million for the same quarter of
the prior year, an increase of 11%.

Reported net revenues for all periods presented exclude the
results of Emmis' television stations, which have been classified
as discontinued operations.  The net revenues and station
operating expenses, excluding noncash compensation, of the
television stations were $60.3 million and $39.8 million,
respectively, for the quarter.  If these stations had been
included in reported results, as opposed to discontinued
operations, reported net revenues and station operating expenses,
excluding noncash compensation, for the three months ended Aug.
31, 2005, would have been $168.1 million and $105.7 million,
respectively.

Diluted net income per common share was $0.15, compared to
$0.23 for the same quarter of the prior year.  The decrease in EPS
relates to higher interest expense resulting from debt incurred to
effectuate the company's Dutch Auction stock repurchase in June
2005.

"We're encouraged with how strong the quarter finished for our
radio stations, which outperformed their markets for the sixth
straight quarter," Emmis Chairman and CEO Jeff Smulyan said.  "As
we continue to focus on operations, the disposition of our TV
assets continues.  The sale of 9 of our 16 stations will result in
proceeds that exceed expectations."

For the second quarter, reported radio net revenues increased 11%,
while pro forma radio net revenues (including WLUP-FM and the
Emmis radio network in Slovakia) increased 4%.  Publishing net
revenues increased 10%.

For the second quarter, operating income was $28.5 million,
compared to $25.2 million for the same quarter of the prior year.
Emmis' station operating income for the second quarter was
$42.0 million, compared to $39.1 million for the same quarter of
the prior year.

International radio net revenues and station operating expenses
for the quarter ended Aug. 31, 2005 were $8.3 million and
$5.4 million, respectively.

On June 21, 2005, the company repurchased 39% of its outstanding
shares of Class A common stock pursuant to a Dutch Auction
tender offer.  To finance this transaction, the company issued
$350 million of floating rate senior notes.  Emmis may purchase
additional shares of its Class A common stock in open market
transactions from time to time.

On a pro forma basis, the Company expects its radio net revenues
for its quarter ended Nov. 30, 2005, to be up 5-6% and its station
operating expenses, excluding noncash compensation, to be up 3-4%.

Emmis Communications -- http://www.emmis.com/-- is an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service confirmed the long-term ratings of Emmis
Communications Corporation's, including its Ba3 corporate family
rating, following the company's announcement that it has signed
definitive agreements to sell nine of its 16 television stations
(representing 53% of YE 2005 TV station operating income) in three
separate transactions for approximately $681 million.  This
concludes the review for downgrade that began on May 11, 2005.
Moody's says the outlook is now stable.

As reported in the Troubled Company Reporter on May 26, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Emmis Communications Corp.'s proposed $300 million senior
unsecured floating-rate notes due 2012.  The rating was also
placed on CreditWatch with negative implications.  Proceeds from
the proposed transaction are expected to be used to fund share
repurchases.


EMMIS COMMS: Selling 4 More TV Stations to Blackstone for $259MM
----------------------------------------------------------------
Emmis Communications Corporation plans to sell four of its
television stations to Blackstone Group LP and the SJL Broadcast
Group for $259 million, The Deal reports.

The Company plans to divest all of its TV stations.  The first
round of spin-offs started in August.

As reported in the Troubled Company Reporter on Aug. 24, 2005, the
Company and Journal Communications signed an agreement wherein
Journal will acquire these television stations:

   * WFTX-TV (Ch. 4, Fox affiliate) in Fort Myers, Fla.;

   * KMTV-TV (Ch. 3, CBS affiliate) in Omaha, Neb.; and

   * KGUN-TV (Ch. 9, ABC affiliate) in Tucson, Ariz.

The sale price for the three stations is $235 million.

The Company and LIN TV Corp also signed an agreement wherein LIN
will acquire these television stations:

   * WALA-TV (Ch. 10, Fox affiliate);

   * WBPG-TV (Ch. 55, WB affiliate) in Mobile, Ala./Pensacola,
     Fla.;

   * WTHI-TV (Ch. 10, CBS affiliate) in Terre Haute, Ind.;

   * WLUK-TV (Ch. 11, Fox affiliate) in Green Bay, Wis.; and

   * KRQE-TV (Ch. 13, CBS affiliate) in Albuquerque, New Mexico;
     plus

   * regional satellite stations.

The sale price for the five stations is $260 million.

The Company and Gray Television also inked an agreement wherein
Gray will purchase WSAZ-TV (Ch. 3, NBC affiliate) in
Huntington/Charleston, West Virginia, for $186 million.

The Blackstone Group serves as a financial adviser to the Company
and Wiley Rein & Fielding LLP as its legal counsel.  Banc of
America Securities LLC, Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc., Lehman Brothers and Merrill Lynch also
assisted the Company with respect to its television business.

                       The Blackstone Deal

The additional four TV stations to be sold are located in:

   * Honolulu, Hawaii
   * Portland, Ore.,
   * Wichita, Kan., and
   * Topeka, Kan.

The proceeds from all TV station divestitures amounts to
$940 million.

The Company still has three TV stations to sell off, located in:

   * Honolulu, Hawaii
   * New Orleans, La. and
   * Orlando, Fla.

CEO and Chairman of the Board Jeff Smulyan told the Deal that his
company's exit from TV would "exceed Wall Street expectations by
at least several hundred million."  Those expectations began at
$900 million and topped off around $1.1 billion.

Emmis Communications Corporation -- http://www.emmis.com/-- is an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service confirmed the long-term ratings of Emmis
Communications Corporation's, including its Ba3 corporate family
rating, following the company's announcement that it has signed
definitive agreements to sell nine of its 16 television stations
(representing 53% of YE 2005 TV station operating income) in three
separate transactions for approximately $681 million.  This
concludes the review for downgrade that began on May 11, 2005.
Moody's says the outlook is now stable.

As reported in the Troubled Company Reporter on May 26, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Emmis Communications Corp.'s proposed $300 million senior
unsecured floating-rate notes due 2012.  The rating was also
placed on CreditWatch with negative implications.  Proceeds from
the proposed transaction are expected to be used to fund share
repurchases.


EXCALIBUR IND: Stockholders' Plan Voting Meeting Moved to Oct. 19
-----------------------------------------------------------------
Excalibur Industries, Inc. (OTCBB:EXCB) rescheduled its special
meeting of stockholders for Wednesday, Oct. 19, 2005, at 10:00
a.m. (PST).  The purpose of the meeting is to vote on a proposal
to approve a plan of reorganization for Excalibur and other
related matters.

As previously disclosed, Excalibur signed a loan commitment with
its senior lender, Stillwater National Bank and Trust Company, for
a restructuring of its secured debt.  The meeting was originally
set to be held June 13, 2005, but was postponed due to review of
Excalibur's proxy materials by the Securities and Exchange
Commission.

The meeting will be held at the offices of Spectrum Law Group,
LLP, counsel to Excalibur, at 1900 Main Street, Suite 125, Irvine,
California 92614.

The proposed restructuring of Excalibur will result in a
significant reduction of its outstanding debt and provide it with
a strengthened balance sheet and reduced debt servicing
requirement.

The proposed restructuring will be affected through an out-of-
court restructuring, or "reorganization plan," which consists of:

   -- an agreement to amend and restate a series of notes issued
      to Stillwater National Bank, or Stillwater, into one
      $3.5 million term note;

   -- an agreement to issue a new note to Stillwater for
      settlement of a lien;

   -- the extension of Excalibur's current revolving $1 million
      line of credit with Stillwater;

   -- the issuance of a $2.5 million convertible note to
      Stillwater;

   -- the purchase of 250,000 shares of Excalibur's common stock
      (post reverse stock split) for $250,000 in cash by its Chief
      Financial Officer;

   -- the conversion of a portion of our debt to Stillwater into
      20% of our then-outstanding common stock after giving effect
      to the restructuring, resulting in $2.368 million purchasing
      2.368 million shares of Excalibur's common stock (post-
      split);

   -- a release from Stillwater for any indebtedness not covered
      above;

   -- the exchange of outstanding unsecured notes, including
      principal and accrued interest, for common stock at $1.00
      per share post-split; and,

   -- the issuance of a note to Excalibur's Chief Financial
      Officer to advance funds to purchase shares of common stock.

In addition to the proposed reorganization plan, the stockholders
will be asked to approve four other matters at the stockholder's
meeting:

   -- The adoption of the company's 2005 Stock Incentive Plan;

   -- The grant of restricted stock awards to Excalibur's
      executive officers, in return for their personal guarantees
      on new bank debt and their ongoing commitment to the
      company, and to its non-employee director;

   -- A one for seven reverse stock split anticipated to reduce
      the current stockholders to approximately 21% of the
      reorganized company, with about 11.6 million shares issued
      and outstanding post-split; and

   -- Renaming the public company Shumate Industries, Inc. to
      further evidence the company's focus in the energy field
      services market.

Excalibur Industries, Inc., serves the energy field services
market through its Shumate Machine Works operating subsidiary.
With its roots going back more than 25 years, Shumate is a
contract machining and manufacturing company that makes products,
parts, components, assemblies and sub-assemblies for its customers
designed to their specifications.  The Company's state-of-the-art
3-D modeling software, computer numeric controlled machinery and
manufacturing expertise are contracted by its customers' research
and development, engineering and manufacturing departments to
ensure optimization and timely desired results for their products.
The diverse line of products Shumate manufactures includes
expandable tubular launchers and liner hangers for oil & gas field
service applications, blow-out preventers, top drive assemblies,
directional drilling products, natural gas measurement equipment,
control & check valves and sub-sea control equipment used in
energy field service.  The Company employs about 35 people at its
23,000 square foot plant in Conroe, Texas, north of Houston.

As of June 30, 2005, Excalibur Industries' total liabilities
exceed its total assets by $14,128,939.


FAIRFAX FINANCIAL: Fitch Withdraws BB+ Rating on Subsidiaries
-------------------------------------------------------------
Fitch Ratings announced that it has withdrawn or upgraded the
ratings of several insurance company subsidiaries of Fairfax
Financial Holdings, Ltd.  The actions are not a reflection of any
change in credit fundamentals.  Rather, they reflect
simplification of the scope of Fitch's ratings coverage, as well
as company mergers, name changes, or other reorganizations that
have occurred but were not reflected in the press release
published by Fitch on Sept. 23, 2005, or previous research
reports.

Fitch upgrades to 'BBB' from 'BBB-' the IFS rating of the
following company, reflecting its membership in the Northbridge
Group.  Ratings of other members of the Northbridge Group were
similarly upgraded on Sept. 23, 2005.  The Rating Outlook is
Stable.

     -- Zenith Insurance Co. (Canada).

Fitch withdraws the 'BBB-' insurer financial strength ratings for
the following insurance companies:

     -- Crum & Forster Underwriters of Ohio
     -- Industrial County Mutual Insurance Co.

Fitch withdraws the 'BB+' IFS ratings for the following insurance
companies:

     -- Fairmont Insurance Co.
     -- Ranger Insurance Co.
     -- TIG American Specialty Ins. Co.
     -- TIG Insurance Co. of Colorado
     -- TIG Insurance Co. of Michigan
     -- TIG Insurance Co. of New York
     -- TIG Insurance Co. of Texas
     -- TIG Insurance Corporation of America
     -- TIG Lloyds Insurance Co.
     -- TIG Premier Insurance Co.


FALCON PRODUCTS: Court Rejects Ad Hoc Panel's Call for Documents
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, denied the Ad Hoc Committee of Unsecured
Creditors' request to compel Falcon Products, Inc., its debtor-
affiliates and the co-proponents of their Joint Plan of
Reorganization to produce documents for examination under
Rule 2004.

As reported in the Troubled Company Reporter on August 19, 2005,
the Ad Hoc Committee wants to get its hands on these documents:

   (a) financial information determined by Saybrook Capital, LLC
       -- the Committee's financial advisor -- to be reasonably
       necessary for the Ad Hoc Committee to test the contention
       that unsecured creditors are "out-of-the-money";

   (b) the negotiation and documentation of the original plan
       outlined on the Petition Date, the Plan being prosecuted,
       and any other plans that have been proposed or discussed
       among the Debtors, Oaktree Capital Management, LLC, and
       Whippoorwill Associates, Inc.;

   (c) communications among the Debtors and their preferred
       creditor constituencies;

   (d) the Debtors' selection and employment of turn-around
       management and professionals;

   (e) minutes of Debtor board meetings;

   (f) potential estate causes of action that may be retained by
       the reorganized company (i.e., value for Oaktree and
       Whippoorwill) or waived under the Plan; and

   (g) potential transactions that the Debtors, Oaktree, and
       Whippoorwill may have in mind post-consummation.

Falcon told the Court that the Ad Hoc Committee is only delaying
and disrupting an organized chapter 11 proceeding.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: PBGC Says Distress Termination Proof Not Adequate
------------------------------------------------------------------
The Pension Benefit Guaranty Corporation tells the U.S. Bankruptcy
Court for the Eastern District of Missouri, Eastern Division, that
Falcon Products, Inc., and its debtor-affiliates have not
presented sufficient evidence that they can't operate outside of
bankruptcy protection without first terminating three pension
plans.

The Debtors want to terminate:

      1) the Falcon Products, Inc., Retirement Plan;

      2) the Shelby Williams Industries, Inc., Employees' Pension
         Plan; and

      3) the Sellers & Josephson, Inc., Employees' Pension Plan.

If the Debtors' pension plans are terminated, the PBGC will assume
over $30 million in liabilities for unfunded pension benefits.

The Employee Retirement Income Security Act of 1974 imposes a
rigorous test of last resort that requires the employer to prove
that but for the termination of the pension plan, the employer's
business will be liquidated.  An employer must demonstrate that it
has pursued and exhausted all realistic measures short of
termination that would make funding and maintaining the pension
plan affordable.  The PBGC says it has not yet received sufficient
proof that the Debtors actively sought potential equity investors.
Unless the Debtors present a fully developed business plan that is
based on credible and complete financial projections and other
financial information supporting the distress termination of the
three pension plans, judicial resolution of the distress test is
still premature, the PBGC explains.

According to the Debtors, the minimum cost of maintaining the
pension plans over the next seven years, even assuming that they
are frozen, is approximately $18.9 million.  Currently, the
pension plans are underfunded by $33.8 million.

The success of the Debtors' Amended Chapter 11 Plan of
Reorganization is largely dependent on a $30 million exit facility
that Whipporwill Associates, Inc., and Oaktree Capital Management,
LLC, will provide.  The exit lenders however, will only loan the
money provided that the Debtors will eliminate its underfunding
obligation to the Pension Plans.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FEDERAL-MOGUL: Inks Pacts to Facilitate Emergence from Bankruptcy
-----------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) has filed regulatory
reports with the Securities and Exchange Commission on the
agreements summarized in the U.S. Bankruptcy Court for the
District of Delaware, which agreements include a settlement
agreement among the Company, the Plan Proponents and the U.K.
Administrators, which would settle all outstanding matters in
dispute among them.  In addition, the Asbestos Committee also
agreed that the Asbestos Trust would satisfy indemnification
obligations to the Company by delivering a portion of the Trust's
equity back to the Company.

Concurrently, with the settlement agreement, The Asbestos
Committee requested that Mr. Icahn provide the Asbestos Trust,
upon the effectiveness of the Plan of Reorganization, with
immediate liquidity.  In order to facilitate Federal-Mogul's
emergence from Chapter 11, Mr. Icahn agreed that one of his
entities would provide the Asbestos Trust its desired liquidity by
either exercising an option, after the effective date of the Plan,
to acquire the Asbestos Trust's position in Federal-Mogul or, if
it did not exercise the option, by providing certain financing to
the Trust.

Federal-Mogul Chairman, President and Chief Executive Officer Jose
Maria Alapont said the agreements represent one of the most
significant steps toward emergence from Chapter 11 in the U.S. and
Administration in the U.K.  "We are pleased with the support and
collaboration in the recent months from Mr. Icahn, our Plan
Proponents and stakeholders.  We will welcome Mr. Icahn's
potential increased stake in the emerging and reorganized
Company."

Mr. Icahn stated that he was extremely pleased by the settlement
agreement among the parties and was gratified that he was able to
lend assistance to the settlement process.  He further stated that
he looked forward to the Company's early emergence from Chapter
11, especially at a time when it appeared that other companies in
the auto parts industry were moving in the opposite direction.

A full-text copy of the Term Sheet providing for the creation of a
Trust is available for free at http://ResearchArchives.com/t/s?209

A full-text copy of the pact between Federal-Mogul and T&N Limited
is available for free at http://ResearchArchives.com/t/s?20a

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


FEDERAL-MOGUL: Wants Open-Ended Deadline to Remove Civil Actions
----------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, informs the
U.S. Bankruptcy Court for the District of Delaware Court that
Federal-Mogul Corporation and its debtor-affiliates are still
evaluating actions, in which one or more of them is a plaintiff,
to determine which might be suitable for removal.   The Actions
include asbestos claims or claims for contribution, indemnity, and
subrogation.

The analysis with respect to actions unrelated to asbestos is
largely complete, Ms. McFarland notes.

The Debtors and the Official Committee of Unsecured Creditors ask
the Court to further extend the time by which the Debtors may file
notices to remove civil actions pending as of the Petition Date,
through and including the earlier of:

   (a) 30 days after confirmation of the Debtors' plan of
       reorganization; or

   (b) the effective date of the Debtors' plan of reorganization.

Ms. McFarland assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by an extension.

Pursuant to Del.Bankr.LR 9006-2, the Debtors' Removal Period is
automatically extended until the time that the Court rules on the
Joint Motion.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 93;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FOAMEX INT'L: Wants Approval to Hire Paul Weiss as Lead Counsel
---------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's permission to
employ Paul Weiss Rifkind Wharton & Garrison LLP to serve as their
general bankruptcy counsel, nunc pro tunc to Sept. 19, 2005.

Paul Weiss is a full-service law firm with a national and
international presence.  The firm has experience and expertise in
every major substantive area of legal practice and its regular
clients include leading public companies in variety of industries,
smaller and private businesses, major nonprofit organizations and
individuals.  The firm has also done work for Foamex International
since 1996 and has been their corporate counsel since 1999.

The Debtors expect that their Chapter 11 cases are likely to be
complex and will require counsel with a national reputation and
with extensive experience.  The Debtors believe that Paul Weiss
is well qualified to represent them in their Chapter 11 cases.
Moreover, Paul Weiss has become familiar with the Debtors.

Specifically, Paul Weiss will:

   (a) advise the Debtors of their powers and duties in the
       continued management and operation of their business and
       properties;

   (b) attend meetings and negotiate with creditors and other
       interested parties and advise and consult on the conduct
       of the Debtors' cases, including all of the legal and
       administrative requirement of operating in Chapter 11;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions
       commenced under the Bankruptcy Code, and objections to
       claims filed against the estates;

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

   (e) negotiate and prepare the Debtors' Chapter 11 plans,
       disclosure statements and all related agreements and
       documents and take necessary action to obtain confirmation
       of the plans;

   (f) advise the Debtors with respect to any sale of assets and
       negotiate and prepare all related agreements;

   (g) appear in Court and any appellate courts, and protecting
       the interests of the Debtors' estates; and

   (h) perform all other legal services in connection with the
       Debtors' Chapter 11 cases.

The Debtors will pay Paul Weiss on an hourly basis in accordance
with its ordinary and customary rates, and reimburse all costs
and expenses the firm incurred in connection with the Debtors'
cases.  The firm's current hourly rates are:

      Professional                     Hourly Rates
      ------------                     ------------
      Partners                          $585 - $785
      Counsel                           $545 - $575
      Associates                        $310 - $505
      Para-professionals                $155 - $205

The professionals at Paul Weiss who will have lead roles in the
Debtors' Chapter 11 cases and their hourly rates are:

      Attorneys                        Hourly Rates
      ---------                        ------------
      Alan W. Kornberg                     $830
      Brian S. Hermann                     $640
      Justin G. Brass                      $485
      Ross B. Rosenfelt                    $405

In August 2005, Paul Weiss received $300,000 from the Debtors for
services to be rendered up to and through the Petition Date.
Before the Petition Date, Paul Weiss applied a portion of the
Retainer to satisfy its outstanding bills.

Within 90 days preceding the Petition Date, Paul Weiss received
additional amounts from the Debtors:

   Date Received             Amount            Service Days
   -------------             ------         -------------------
   September 15, 2005      $451,881         08/02/05 - 08/31/05
   August 10, 2005          387,175         07/01/07 - 08/02/05
   August 9, 2005           233,344         05/01/05 - 06/30/05
   July 12, 2005             93,312         04/01/05 - 04/30/05

Alan W. Kornberg, Esq., a partner at Paul Weiss, assures the
Court that the firm and its professionals:

   -- do not have any connection with any of the Debtors, their
      affiliates, their creditors or any other interested
      parties;

   -- are "disinterested persons" as defined in Section 101(14)
      of the Bankruptcy Code; and

   -- do not hold or represent any interest adverse to the
      Debtors or their estates.

However, Mr. Kornberg discloses, Paul Weiss may have represented
in the past and may represent in the future entities that are
claimants of or interest holders in the Debtors, or are interested
parties in matters unrelated to the Debtors' cases.

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


FOAMEX INT'L: Young Conaway Tapped as Bankruptcy Co-Counsel
-----------------------------------------------------------
Foamex International Inc., and its debtor-affiliates ask the
Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware for authorization to employ Young Conaway
Stargatt & Taylor, LLP, as their co-counsel, nunc pro tunc to
Sept. 19, 2005.

Pauline K. Morgan, Esq., a partner at Young Conaway, tells the
Court that the firm has extensive experience and knowledge in the
field of debtors' and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.  In
preparing for the Debtors' cases, Ms. Morgan says, the firm has
become familiar with the Debtors' businesses and affairs and many
of the potential legal issues, which may arise in the context of
the Chapter 11 cases.  Accordingly, the Debtors believe that
Young Conaway is both well qualified and uniquely able to
represent them as co-counsel in their Chapter 11 cases in a most
efficient and timely manner.

The services that Young Conaway will render to the Debtors
include:

   (a) providing legal advice of the Debtors' powers and duties
       in the continued operation of their business and
       management of their properties;

   (b) preparing and pursuing confirmation of a plan and approval
       of disclosure statement;

   (c) appearing in Court and protecting the Debtors' interests
       before the Court; and

   (d) performing all other legal services for the Debtors, which
       may be necessary and proper in the proceedings.

The Debtors want to employ Young Conaway under a general retainer
because of the extensive legal services that may be required and
the fact that the nature and extent of the services are not known
at this time.

On August 12, 2005, Young Conaway received $100,000 as a retainer
in connection with the planning and preparation of initial
documents and its proposed postpetition representation of the
Debtors.  Of the retainer, $90,607 has been applied to
outstanding balances existing as of Petition Date.  The remainder
will constitute a general retainer as security for postpetition
services and expenses until the conclusion of the cases.

Young Conaway will be paid on an hourly basis, plus reimbursement
of actual, necessary expense and other charges incurred by the
firm.  The principal attorneys and paralegals presently
designated to represent the Debtors will be paid at these rates:

      Name                             Hourly Rate
      ----                             -----------
      Pauline K. Morgan                    $460
      M. Blake Cleary                      $385
      Joseph M. Barry                      $325
      Sean T. Greecher                     $240
      Kenneth J. Enos                      $225
      Debbie E. Laskin                     $175

Ms. Morgan assures the Court that Young Conaway does not hold nor
represent any interest adverse to the Debtors' estates.  Ms.
Morgan attests that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

However, Ms. Morgan notes, Young Conaway has worked with parties-
in-interests in the Debtors' Chapter 11 cases but on matters
wholly unrelated to those cases.

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


FOAMEX INT'L: Hires Miller Buckfire as Financial Advisor
--------------------------------------------------------
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the U.S. Bankruptcy Court for the
District of Delaware that Miller Buckfire & Co., LLC, has provided
financial advisory services to Foamex International Inc., and its
debtor-affiliates since May 2005.

Miller Buckfire has:

   * familiarized itself with the Debtors' business;

   * evaluated the Debtors' range of financial and strategic
     alternatives;

   * presented its analyses and recommendations to the Debtors'
     management and Board of Directors;

   * conducted an equity investment process;

   * engaged in negotiations with the Debtors' prepetition
     lenders and assisted the Debtors with concluding amendments
     to its existing credit facilities; and

   * provided advice regarding the Debtors' DIP financing
     alternatives.

Miller Buckfire conducted comprehensive process to secure
postpetition financing on the most competitive terms available on
the Debtors' behalf.  The firm also conducted a comprehensive
equity raising process to source a potential equity investment in
the Debtors.  The firm's actions resulted in a DIP Facility on
terms substantially more favorable to the Debtors than their
existing prepetition secured debt.

Through its prepetition activities, Miller Buckfire has worked
closely with the Debtors' senior management, financial staff, and
other professionals and has become well acquainted with the
Debtors' financial restructuring needs.  The Debtors believe that
the firm has developed significant relevant experience and
expertise that will assist it in providing effective and
efficient services in their Chapter 11 cases.

The Debtors, therefore, seek the Court's authority to employ
Miller Buckfire as their financial advisor, pursuant to the terms
of a letter agreement dated August 25, 2005.

Miller Buckfire commenced operating on July 16, 2002, as an
independent firm providing strategic and financial advisory
services in large-scale corporate restructuring transactions.
The firm provides or have provided financial advisory, investment
banking, and other services in the restructuring of, among
others, Acterna Corporation, Bruno's Inc., Burlington Industries,
Cajun Electric Power Corporation, Dow Corning Corporation,
Favorite Brands International Inc., Gate Gourmet, Grand Union
Co., Heartland Wireless, ICG Communications, Kmart Corporation,
Level(3) Communications, Mirant Corp., National Airlines, Oakwood
Homes, Pacific Crossing Limited, The Spiegel group, Trans World
Airline, US Office Products, Vulcan, Inc., and Women First
Healthcare, Inc.

As financial advisor, Miller Buckfire will render investment
banking services to the Debtors, which will include:

   (a) assisting the Debtors in the analysis, design and
       formulation of its various options in connection with a
       Restructuring, which may include a Financing and Sale;

   (b) advising and assisting the Debtors in the structuring and
       effectuation of the financial aspects of transactions;

   (c) provide financial advise and assistance to the Debtors in
       developing and seeking approval of a plan of
       reorganization, including assisting the Debtors in
       negotiations with the Debtors' constituencies;

   (d) if applicable, identifying, soliciting and negotiating
       with potential Investors in connection with any Financing
       or potential acquirers in connection with any Sale; and

   (e) participating in hearings before the Court with respect to
       matters upon which Miller Buckfire has provided advice,
       including, as relevant, coordinating with the Company's
       counsel.

The Debtors propose to pay Miller Buckfire:

    -- a $150,000 Monthly Advisory Fee.  The Monthly Advisory
       Fee will be credited in full against any Restructuring
       Transaction Fee payable to Miller Buckfire.

    -- a Restructuring Transaction Fee equal to 1% of the allowed
       amount of the Debtors' first and second lien and
       subordinated bond indebtedness only.

The Debtors will also reimburse the firm for its travel and other
reasonable out-of-pocket expenses incurred.

Before the Petition Date, the Debtors paid Miller Buckfire
$600,000 for Monthly Advisory Fees and financing fees of
$3,200,000 in connection with the refinancing of credit
facilities and obtaining DIP Financing commitments.

As customary, the Debtors will indemnify Miller Buckfire and its
affiliates under certain circumstances.

Ronen Bojmel, a principal at Miller Buckfire, attests that the
firm does not have any connection with any Debtors, their
affiliates, their creditors or any other interested parties; is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code; and does not hold or represent any interest
adverse to the Debtors or their estates.

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


FOAMEX CAPITAL: Voluntary Filing Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Foamex Capital
Corporation in conjunction with the September 27, 2005 voluntary
filing by holding company Foamex L.P. and substantially all of its
domestic subsidiaries to reorganize under Chapter 11 of the
Bankruptcy Code.

Foamex's management indicated that the decision to file for
bankruptcy was triggered by mounting liquidity issues which
threatened to prevent the company from meeting its obligations in
the ordinary course of business.  The company expects to utilize
the Chapter 11 process to reorganize the company with the goal of
emerging with a meaningfully de-leveraged balance sheet and
improved operating metrics.

Foamex received a commitment of $240 million in debtor-in-
possession financing.  The company expects to have sufficient
liquidity to meet post-petition operating expenses upon receipt of
court approval to access the full amount of the DIP financing and
generation of improved cash flow from operations.

These specific ratings associated with Foamex Co. were withdrawn:

   * Caa2 for $300.1 million of 10.75% senior secured notes,
     due 2009

   * Ca for $148.5 million of 9.875% senior subordinated notes,
     due 2007 and $51.6 million of 13.5% senior subordinated
     notes, due 2005

   * Caa2 for Corporate family rating

Foamex L.P., based in Linwood, Pennsylvania, is the largest
manufacturer and distributor of flexible polyurethane and polymer
foam products in North America.  The company reported LTM (July 3,
2005) revenues of $1.29 billion and total debt of $744.8 million
as of July 3, 2005.


FORD MOTOR: Ratifies Labor Contract with Canadian Union
--------------------------------------------------------
The Canadian Press reports that Ford Motor Company inked a three-
year collective bargaining agreement with its union employees
belonging to the Canadian Auto Workers.

The new CBA calls for annual pay raises of 1.5% plus inflation
protection.  With a new labor contract in hand, the automaker can
have three years of peace with the union and focus its attention
on Asian competitors, the CP relates.

Industry observers praised Buzz Hargrove, CAW president, for
knowing when to be tough and when to collaborate for the greater
good of both parties, the CP relates.  Experts note that the
contract is very sophisticated and reflects an understanding of
who the real enemies are -- the Japanese, the Koreans and
eventually the Chinese.

Despite the elimination of some 1,000 jobs, Mr. Hargrove still
believes that the deal with GM is the best option for the Union
given the financial circumstances of the automaker, the CP
reports.

Some industry analysts said in reports that the real problem for
the automaker is not where the cheaper cars came from, but whether
it has the cars people want to buy?

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of Ford Motor
Company, senior unsecured to Ba1 from Baa3, and assigned a Ba1
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of Ford Motor Credit
Company, senior unsecured to Baa3 from Baa2, and short-term rating
to Prime-3 from Prime-2.  The rating outlook for both companies is
negative.

As reported in the Troubled Company Reporter on July 22, 2005,
Fitch Ratings has downgraded the senior unsecured debt of Ford,
Ford Credit and various affiliates to 'BBB-' from 'BBB'.  Ratings
on the Capital Trust II securities have been downgraded to 'BB'
from 'BB+'.  Fitch has also affirmed the 'F2' commercial paper
ratings.  Additionally, Fitch has lowered the ratings of Hertz
have to 'BBB-' from 'BBB' and remain on Rating Watch Evolving.


FORD MOTOR: Reducing Number of Suppliers to Cut Purchasing Costs
----------------------------------------------------------------
Ford Motor Company plans to cut the number of suppliers it does
business with.  New bilateral "Aligned Business Framework"
agreements between the automaker and key suppliers, Ford explained
last week, "comprehensively and formally spell out business
practices designed to increase future collaboration, including
phased-in up-front payment of engineering and development costs,
extended sourcing and data transparency."

As part of the deal, Ford intends to significantly expand the
volume of business with seven select initial suppliers:

   * Autoliv Inc. -- develops and manufactures automotive safety
     systems for all major automotive manu-facturers in the world;

   * Delphi Corp. -- provides mobile electronics and
     transportation components and systems technology;

   * Johnson Controls Inc. -- provides seating and interior
     systems, and batteries;

   * Magna International -- designs, develops and manufactures
     automotive systems, assemblies, modules and components, and
     engineers and assembles complete vehicles;

   * Visteon Corp. -- provides climate, electronics and interior
     systems;

   * Lear Corp.-- provides automotive interiors, including seat
     systems, interior trim and electrical systems; and

   * Yazaki Corp. -- provides acceleration sensors, vibration
     sensors, flow meters, cable assembly, wire assembly, gas
     detectors, photovoltaic power, photovoltaic cells, data
     acquisition, and signal conditioners.

The Company did not disclose its savings targets.  Ford's senior
vice president of global purchasing, Tony Brown, said the company
expects savings to be "significant" both in warranty costs and
parts, materials and services.

Cutting 10% from Ford's $70 billion annual bill for production car
parts -- the biggest chunk of its total purchasing budget -- would
save $7 billion a year.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of Ford Motor
Company, senior unsecured to Ba1 from Baa3, and assigned a Ba1
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of Ford Motor Credit
Company, senior unsecured to Baa3 from Baa2, and short-term rating
to Prime-3 from Prime-2.  The rating outlook for both companies is
negative.

As reported in the Troubled Company Reporter on July 22, 2005,
Fitch Ratings has downgraded the senior unsecured debt of Ford,
Ford Credit and various affiliates to 'BBB-' from 'BBB'.  Ratings
on the Capital Trust II securities have been downgraded to 'BB'
from 'BB+'.  Fitch has also affirmed the 'F2' commercial paper
ratings.  Additionally, Fitch has lowered the ratings of Hertz
have to 'BBB-' from 'BBB' and remain on Rating Watch Evolving.


FRONTIER INSURANCE: Insurance Management Gets 100% of New Stock
---------------------------------------------------------------
Frontier Insurance Group, Inc., delivered its Disclosure Statement
for its Plan of Reorganization to the U.S. Bankruptcy Court for
the Southern District of New York.

Under the Plan, the Debtor will emerge under the sole control of
Insurance Management Group, LLC -- Frontier's largest single
creditor and holder of secured and senior debts.

In general, Insurance Management will receive 100% of the
Reorganized Debtor's stock while the rest of the creditors will
receive distributions from recoveries of the Debtor's Causes of
Actions.

A Creditor Trust will be established to liquidate trust assets and
make distributions to creditors.

                       Treatment of Claims

At the option of the Creditor Trustee, secured claims will not be
altered or in the alternative, the collateral will be disposed and
the proceeds paid to the secured creditors.

General unsecured creditors will share pro rata in any Net
Litigation proceeds.

Each holder of an allowed subordinated debt claim will receive
these amounts:

   i) 5% of the Pro Rata share of any Net Litigation Proceeds
      between $1 and $5,000,000;

  ii) 10% of the Pro Rata share of any Net Litigation Proceeds
      between $5,000,001 and $10,000,000;

iii) 15% of the Pro Rata share of any Net Litigation Proceeds
      between $10,000,001 and $20,000,000;

  iv) 20% of the Pro Rata share of any Net Litigation Proceeds
      between $20,000,001 and $40,000,000; and

   v) 50% of the Pro Rata share of any Net Litigation Proceeds in
      excess of $40,000,000,

provided that the Reorganized Debtor will receive these amounts:

   i) 95% of the Pro Rata share of any Net Litigation Proceeds
      between $1 and $5,000,000;

  ii) 90% of the Pro Rata share of any Net Litigation Proceeds
      between $5,000,001 and $10,000,000;

iii) 85% of the Pro Rata share of any Net Litigation Proceeds
      between $10,000,001 and $20,000,000;

  iv) 80% of the Pro Rata share of any Net Litigation Proceeds
      between $20,000,001 and $40,000,000; and

   v) 50% of the Pro Rata share of any Net Litigation Proceeds in
      excess of $40,000,000.

Equity interests will be cancelled.

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


GB HOLDINGS: Wants Sonnenschein Nath as Bankruptcy Counsel
----------------------------------------------------------
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ Sonnenschein Nath &
Rosenthal LLP as its bankruptcy counsel.

Sonnenschein Nath will:

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

   (b) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       behalf of the Debtor, the defense of any actions commenced
       against the Debtor, negotiations concerning all litigation
       in which the Debtor is involved, and the objection to
       claims filed against the Debtor's estate;

   (c) prepare on behalf of the Debtor all necessary motions,
       answers, orders, reports and other legal papers in
       connection with the administration of its estate;

   (d) perform any and all other legal services for the Debtor in
       connection with its chapter 11 case and with the
       formulation and implementation of the Debtor's plan of
       reorganization;

   (e) advise and assist the Debtor regarding all aspects of the
       plan confirmation process, including, but not limited to,
       securing the approval of a disclosure statement by the
       Bankruptcy Court and the confirmation of a plan at the
       earliest possible date; and

   (f) give other legal advice as may be necessary.

Peter D. Wolfson, Esq., a partner at Sonnenschein Nath & Rosenthal
LLP, discloses that the Firm received a $350,000 retainer.

Mr. Wolfson is the lead counsel to the Debtor and will bill $735
per hour.  Other professionals engaged will bill:

      Professional                     Hourly Rate
      ------------                     -----------
      Partners                         $450 to $880
      Associates                       $230 to $480
      Paraprofessionals                $140 to $250

The Debtor believes that Sonnenschein Nath & Rosenthal LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

With 700 attorneys and other professionals in nine U.S. offices
and a global reach throughout Europe, Asia, the Middle East, Latin
America and Canada, Sonnenschein Nath & Rosenthal LLP --
http://www.sonnenschein.com/-- is a full service law firm with
attorneys experienced in litigation, corporate transactions, real
estate, tax, labor, franchise and environmental law.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
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.  The Debtor filed for chapter
11 protection on September 29, 2005 (Bankr. D. N.J. Case No.
05-42736).  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million to
$50 million.


GB HOLDINGS: Taps Libra Securities as Financial Advisor
-------------------------------------------------------
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ Libra Securities, LLC, as
its financial advisor.

Libra Securities will:

   (a) assist the Debtor with respect to various alternatives to
       pay, satisfy or to refinance the Debtor's outstanding
       11% Notes;

   (b) assist the Debtor in contacting prospective purchasers of
       the Atlantic Coast Entertainment Holdings, Inc.,
       common stock;

   (c) assist the Debtor in evaluating proposals that are received
       from potential buyers;

   (d) provide other advisory services that are customarily
       provided in connection with the analysis and negotiation of
       these transactions.

Gregory Bousquette, a managing director of Libra Securities, LLC,
discloses that the Firm received a $75,000 retainer.  Libra's
counsel also received a $15,000 retainer from the Debtor.

Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP in Short
Hills, New Jersey, tells the Court that Libra is entitled to a
$675,000 success fee, if a Transaction is consummated.  A Bank of
America Irrevocable Standby Letter of Credit issued upon the
application of American Real Estate Holdings LP is collateralizing
payment of the success fee.

According to Libra's Engagement Letter, a Transaction is the
transfer of control of the Debtor's assets, including:

   (a) the sale of its share of common stock in Atlantic Coast
       Entertainment Holdings,

   (b) a sale of all or substantially all of its assets or capital
       stock,

   (c) any merger, consolidation, or business combination
       involving the Debtor, or

   (d) any recapitalization, refinancing or retirement of the
       Debtor's Notes.

The Debtor believes that Libra Securities, LLC, is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Libra Securities, LLC -- http://www.librasecurities.com/-- is a
full service investment bank serving the capital and financial
advisory needs of middle market companies and institutional
investors.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
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.  The Debtor filed for chapter
11 protection on September 29, 2005 (Bankr. D. N.J. Case No.
05-42736).  Peter D. Wolfson, Esq., Andrew P. Lederman, Esq., and
Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


GB HOLDINGS: Wants Until Oct. 29 to File Schedules & Statements
---------------------------------------------------------------
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey to extend until Oct. 29, 2005, the filing of their
schedules and statements:

   -- schedules of assets and liabilities,
   -- schedules of current income and expenditures,
   -- schedules of executory contracts and unexpired leases, and
   -- statements of financial affairs.

Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP in Short
Hills, New Jersey, tells the Court that the Debtor was unable to
obtain all the necessary information for its shedules and
statements because of the scope of the Debtor's business and the
limited staffing available to perform the required internal review
of its accounts and affairs.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
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.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Peter D. Wolfson, Esq., Andrew P. Lederman, Esq.,
and Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


GENERAL MOTORS: Ratifies Labor Contract with Canadian Union
-----------------------------------------------------------
The Canadian Press reports that General Motors inked a three-year
collective bargaining agreement with its union employees belonging
to the Canadian Auto Workers.

The new CBA calls for annual pay raises of 1.5% plus inflation
protection.  With a new labor contract in hand, the automaker can
have three years of peace with its union and focus its attention
on Asian competitors, the CP relates.

Industry observers praised Buzz Hargrove, CAW president, for
knowing when to be tough and when to collaborate for the greater
good of both parties, the CP relates.  Experts note that the
contract is very sophisticated and reflects an understanding of
who the real enemies are -- the Japanese, the Koreans and
eventually the Chinese.

Despite the elimination of some 1,000 jobs, Mr. Hargrove still
believes that the deal is the best option the Union has given the
financial circumstances of the automaker, the CP reports.

Some industry analysts said in reports that the real problem for
the automaker is not where the cheaper cars came from, but whether
it has the cars people want to buy?

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

GM's consolidated debt outstanding totaled $440,644,000,000 at
June 30, 2005, and total net loss for the six-month period ending
June 30, 2005, is $1,390,000,000.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of General Motors
Corporation senior unsecured debt to Ba2 from Baa3, and its short-
term rating to Not Prime from Prime-3, and assigned a Ba2
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of General Motors
Acceptance Corporation senior unsecured debt to Ba1 from Baa2, and
short-term rating to Not-Prime from Prime-2.  Moody's said the
rating outlook for both companies is negative.

The downgrades reflect continuing operating losses in GM's North
American automotive operations as well as challenges in
restructuring the company to achieve a viable long-term
competitive position as a leading global automaker.  In Moody's
view, a successful restructuring must address the company's high
fixed cost burden associated with hourly employee healthcare costs
and excess capacity, repositioning GM's product offerings in order
to curtail the need for large sales incentives, and additional
actions needed to address the competitive weakness of its US
supply base, including Delphi Corporation.

Ratings lowered include:

General Motors Corporation and supported entities:

   * senior unsecured debt to Ba2 form Baa3;

   * shelf registration of senior unsecured debt to (P)Ba2 from
     (P)Baa3;

   * subordinated debt to (P)Ba3 from (P)Ba1;

   * junior subordinated debt to (P)Ba3 from (P)Ba1;

   * preferred to (P)B1 from (P)Ba2;

   * VMIG-3 rating to S.G.; and

   * short-term rating to Not-Prime from Prime-3.

General Motors Acceptance Corporation and supported entities:

   * senior unsecured debt to Ba1 from Baa2;
   * senior unsecured shelf to (P)Ba1 from (P)Baa2; and
   * short-term rating to Not-Prime from Prime-3.

Ratings assigned:

General Motors Corporation:

   * corporate family rating, Ba2; and
   * speculative grade liquidity rating, SGL-1.


HANDMAKER JEWISH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Handmaker Jewish Services for the Aging
        2221 North Rosemont
        Tucson, Arizona 85712

Bankruptcy Case No.: 05-05924

Type of Business: The Debtor owns and operates a multiple
                  residence-retirement community complex
                  facility.

Chapter 11 Petition Date: September 30, 2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. McGrath, Esq.
                  Mesch Clark & Rothschild
                  259 North Meyer Avenue
                  Tucson, Arizona 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037

Total Assets: $10,384,351

Total Debts:  $21,625,125

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sodexho Inc & Affiliates      Trade debt                 $93,498
Dept. 43283
Los Angeles, CA 90088-3283

Clifton Gunderson & Co        Accounting services        $15,800
335 North Wilmot Road
Tucson, AZ 85711

Maxim Healthcare Services     Trade debt                  $4,952
Inc.
12558 Collections Center Dr.
Chicago, IL 60693

Dependable Nurses Inc.        Trade debt                  $3,305

Veterans Security Inc.        Trade debt                    $900

Crescent Electric             Trade debt                    $896

Corporate Express             Trade debt                    $887

AGK SWest Interim Healthcare  Trade debt                    $880

Walker Foard                  Trade debt                    $850

Dex Media West                Trade debt                    $703

Hobart Corp.                  Trade debt                    $621

Pima Ace Hardware             Trade debt                    $586

Dorothy Kret & Associates     Trade debt                    $582
Inc.

Hospitality Harbour           Trade debt                    $530

Ragan's Steam Specialties     Trade debt                    $525
Inc.

Tucson Heart GRP/Goldberg MD  Trade debt                    $475

Schindler Elevator Corp.      Trade debt                    $360

Encompass Group               Trade debt                    $315

Tucson Newspapers Inc.        Advertising                   $300

Western Medical Inc.          Trade debt                    $300


HCA INC: SEC Initiates Formal Probe on Insider Stock Trading
------------------------------------------------------------
The Securities and Exchange Commission has informed HCA Inc.
(NYSE: HCA) that it has issued a formal order of investigation
relating to the trading of the company's securities.

The Department of Justice is also making its own formal probe on
the Company.

HCA says it intends to fully cooperate in this matter.

The formal investigation relates to SEC's probe of stock sales
made by Senate Majority Leader Bill Frist, the Wall Street Journal
reports.  Senator Frist's family founded the company.  Sen. Frist
denies any wrongdoing.

Raising the inquiry to a formal investigation allows SEC to
subpoena and review phone records and other documents.

The investigation also covers stock sales made by insiders, six of
whom sold stock just before an earnings warning that caused the
company's stock price to fall 9%.  The six insiders include the
Company's president and chief financial officer.

The insider sales occurred in early June.  The Company's stock was
near its 52-week high.  It was just days before Company imposed a
blackout that prevented any insider trades for more than a month.
Under the Company's policy, no insiders can sell for two weeks
leading to the end of the quarter through the day when the company
announces its earnings.  The Company issued a warning on July 13
and reported its earnings on July 27.

HCA Inc is the nation's leading provider of healthcare services,
composed of locally managed facilities that include approximately
190 hospitals and 91 outpatient surgery centers in 23 states,
England and Switzerland.  At its founding in 1968, Nashville-based
HCA was one of the nation's first hospital companies.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
Moody's Investors Service upgraded HCA Inc.'s speculative grade
liquidity rating to an SGL-1 from SGL-2.  The rating upgrade
reflects the company's excellent liquidity position with strong
cash flows, an undrawn $1.75 billion, five year revolver, and
improved cushion in its financial covenants following the
repayment of $700 million in debt during the first quarter of
2005.  HCA benefits from having a largely unencumbered asset base,
and Moody's notes that HCA recently announced plans to divest ten
hospitals that are located in non-strategic markets during 2005.

HCA's SGL-1 rating incorporates its relatively strong cash flow
generating capabilities.  Moody's notes that improvements in HCA's
equivalent admission growth rate due to increases in outpatient
volume, combined with the recent moderation of bad debt expense
due to a declining growth rate of uninsured patients contributed
to solid operating performance during the first quarter of 2005.

The company's senior implied rating is Ba2 with a stable outlook.


HEALTH INSURANCE: Proposed Merger Prompts Fitch's Negative Watch
----------------------------------------------------------------
Fitch has placed the ratings of Health Insurance Plan of Greater
New York on Rating Watch Negative.  The rating action follows the
company's announcement of plans to merge with Group Health, Inc.,
a New York City-based, not-for-profit health insurer.

The rating action is based on Fitch's view that the financial
profile of the combined companies will be weaker than HIP-NY's
current stand-alone financial profile.  Fitch believes that
concerns regarding the impact on HIP-NY's near-term financial
profile and integration risks more than offsets the long-term
strategic benefits of the merger.  HIP-NY reported statutory
revenues of $3.2 billion and statutory net income of $179 million
for 2004, and statutory capital of $769 million at Dec. 31, 2004.
In comparison, GHI reported statutory revenues of $2.3 billion and
statutory net income of $15 million for 2004, and statutory
capital of $191 million at Dec. 31, 2004.  Fitch does not
currently maintain a rating on GHI.

Fitch believes that the proposed merger with GHI does provide a
number of important strategic benefits, including increased scale,
improved diversification, and an expanded product offering. In the
New York metropolitan market, GHI's strong PPO (preferred provider
organization) product provides a good complement to HIP-NY's HMO
product.  Fitch expects that the proposed merger, which is subject
to regulatory approval, will close in the first quarter of 2006.

HIP-NY's current ratings reflect the company's improved earnings
profile, good regional position in the New York metropolitan
market, and good statutory capital position.  In March 2005, the
company completed the acquisition of ConnectiCare, which
significantly improved HIP-NY's market position and geographical
reach.  Adjusting for the merger with ConnectiCare, Fitch
estimates HIP-NY's consolidated risk-based capital was
approximately 235% at June 30, 2005.

HIP-NY is considering conversion to for-profit status following
passage of enabling legislation by the State of New York.  If the
law is passed and HIP-NY does convert, it would provide HIP-NY
with even greater competitive and financial flexibility.  In
addition to the conversion process, Fitch considers HIP-NY's goal
of continued expansion to become a true regional player in the
tri-state market to be its greatest short-term challenge.

HIP-NY is a not-for-profit New York corporation founded in 1947.
At June 30, 2005, the company reported total GAAP assets of $1.8
billion and GAAP equity of $956 million.

Fitch has placed the following ratings on Rating Watch Negative:

   Health Insurance Plan of Greater New York

     -- Long-term issuer at 'BB+';
     -- Insurer financial strength at 'BBB'.


HEALTHY DIRECTIONS: Moody's Rates $15 Million Facility at B3
------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Healthy Directions, LLC (formerly "PH Opco, LLC") following its
proposed recapitalization transaction, which will refinance
existing debt and repay approximately $30 million in preferred
stock.  The company's new first- and second-lien bank credit
facilities have been assigned B1 and B3 ratings, respectively, and
existing facilities with similar terms have been affirmed at these
ratings levels.

Despite the debt-financed distribution to equity investors, the
ratings affirmation recognizes that debt amounts and leverage
increase only modestly when compared to our initial ratings
assignment, due to the company's:

   * consistent operating performance,
   * strong cash flow generation, and
   * sizable debt repayments.

The company's loyal customer base and disciplined operating and
financial strategies continue to support the ratings.  Ongoing
risks include the company's brand concentration and modest size
compared to the larger nutritional supplement industry, which is
highly-competitive and exposed to adverse legal, regulatory, or
publicity developments.  The rating outlook remains stable.

These new ratings were assigned:

   * $10 million senior secured first-lien revolving credit
     facility due 2009, B1;

   * $100 million senior secured first-lien term loan facility
     due 2010, B1; and

   * $15 million senior secured second-lien term loan facility
     due 2011, B3.

These ratings were affirmed by this action:

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

   * $10 million first lien senior secured revolving credit
     facility due 2009, B1;

   * $65 million first lien senior secured term loan facility
     due 2010, B1; and

   * $25 million second lien senior secured term loan facility
     due 2011, B3.

Proceeds from the new facilities will repay existing lenders and
fund the retirement of series A preferred stock, plus associated
fees and expenses.  Although the releveraging of the company and
the distribution of capital to equity holders only one year after
purchase is viewed as somewhat aggressive, the rating affirmation
and stable outlook also recognize the steady operating performance
of the company that has yielded interim debt repayments of
approximately $20 million.

As such, funded debt levels are only $10 million greater than
those assumed in Moody's initial ratings assignment and the
comparative debt-to-EBITDA metric only modestly increases to 4.1x
from 3.9x.  Healthy Directions' stable profit levels over the past
year, in the context of significant customer acquisition
initiatives, are reflective of its disciplined operating
strategies which target breakeven profit on such efforts.
Further, a larger subscriber base represents an important reversal
from concerning trends in prior years, and could offer the company
meaningful growth opportunities going forward.  Additional growth
potential exists in new customer acquisition methods and new
product and brand offerings.

Healthy Directions' ratings continue to be restrained by its
somewhat narrow business focus and small share in the large,
highly-competitive nutritional supplement industry.  The company's
growth and stable operating performance may be hampered by
competition for health experts and customers, particularly if it
is forced to pursue customers that may not replicate the
consistent buying patterns of its existing customers.

In addition, the industry faces potential risks from increased
regulatory attention and potential product liability issues.
Further, the company's primary marketing strategy, which targets
wealthy older clients with doctor-affiliated mail-order products
and newsletter subscriptions, could come under heightened scrutiny
and requires strict compliance procedures to avoid regulatory and
liability risks.

Additional risks are present in the company's reliance on a
limited number of doctors/brands, as its leading brand represents
around 45% of 2004 sales (and the top three are over 95%).
Although long-term contracts and insurance policies limit the risk
of losing doctors in the normal course of business, Healthy
Directions could be challenged to rapidly replace sales if its
doctors' reputations became damaged.  Finally, Moody's notes with
caution that Healthy Directions' is exposed to events that would
impact mail delivery or consumers' attention to this form of
direct marketing, and it is uncertain whether high energy costs
for its consumers will begin to negatively impact its operating
performance.

Notwithstanding these concerns, Health Directions' ratings are
supported by its relatively stable base of customers.  The company
has a proven track record of retaining loyal customers and
consistently increasing annual revenue per customer over time.
Healthy Directions' long-term repeat purchasers represent around
87% of total revenue, provide the company with a steady, higher
margin revenue stream, and decrease the company's incentive to
develop potentially risky or faddish new products.  In this
regard, the company attests that it has not had any regulatory or
product issues in its history.  Customer loyalty is promoted
through product affiliation with doctors and their educational
health newsletters.  Further, the unique product formulations are
developed in association with the doctors and limit competitive
threats to the company's business.

In addition to its loyal customer base, steady free cash flow
generation is supported by:

   * Healthy Directions' flexible, largely outsourced operational
     platform;

   * its negative working capital due to subscription sales;

   * its low overhead and minimal capex requirements;

   * its tax shield provided by deferrable revenue and amortizable
     goodwill; and

   * its disciplined breakeven customer acquisition strategy.

Additional rating support stems from the experienced management
team, which has implemented policies that have produced improving
customer retention trends in recent years.  Long-term growth
trends in the industry are expected to be relatively strong,
driven by increases in:

   * population age,
   * weight issues, and
   * health awareness.

Although Moody's does not anticipate upward rating pressure over
the coming twelve-to-eighteen month period, Healthy Directions'
longer-term success in increasing scale and diversifying revenue
streams, while concurrently reducing its financial and operating
risk profiles, could prompt consideration of higher rating levels.
Similarly, Moody's believes that downward ratings pressure is
unlikely over the coming quarters, given our performance
expectation and the following strong pro forma credit metrics:
debt-to-EBITDA around 4.1x, EBITDA less capex to interest coverage
in excess of 3.0x, and double-digit free cash flow as a percentage
of debt.

However, Moody's notes that given its extremely weak tangible
asset values and the potential for event risk, Healthy Directions'
must maintain strong credit measures relative to other consumer
product companies.  As such, Moody's could consider unfavorable
rating actions if events develop which threaten the company's
stable customer trends, materially increase product risks, or
shift the company's conservative and flexible operating and
financial strategies.  In particular, downward rating pressures
could arise if debt-to-EBITDA exceeds 4.5x, if interest coverage
slips below 2.5x or if free cash flow falls into the single digits
as a percentage of funded debt.

The B1 ratings on the first lien bank credit facilities recognize
their predominant and priority position in the capital structure,
and to a lesser extent the benefits of the guarantees and proposed
collateral package.  Healthy Directions, its parent, and domestic
subsidiaries will guarantee the facilities, and provide perfected
first priority security interests in all of their assets and
capital stock (66% of direct foreign subsidiary stock pledged).

Moody's notes that tangible asset coverage is extremely thin,
thereby making full recovery in a distressed scenario challenging.
The effective subordination of the second lien term loan facility
relative to the much larger first lien facilities (especially
under fully drawn revolver scenarios) suggests a materially larger
expected loss in distress.  As such, the second lien facility is
rated B3, two notches below the first lien and corporate family
ratings.

The credit agreements are expected to provide customary negative
covenants, set mandatory prepayments at 75% (subject to reductions
if certain leverage targets are met), and contain achievable
financial maintenance covenants regarding maximum total leverage,
minimum interest and fixed charge coverage, and maximum capital
expenditures.  Quarterly term loan amortization is expected to be
nominal on a per annum basis, with balloon payments in the final
year.  The credit facility documentation will limit the amount of
leverage that the Sponsors can borrow should it exercise its
option to finance its $35 million purchase option with regards to
the Joint Advantage product.

Healthy Directions, LLC, based in Potomac, Maryland, is a leading
direct marketer of branded nutritional supplements and health
education newsletters.


INSTITUTE FOR RADIOLOGICAL: Case Summary & 3 Largest Creditors
---------------------------------------------------------------
Lead Debtor: Institute for Radiological Image Sciences, Inc.
             3 Hillcrest Drive, Suite 202A
             Frederick, Maryland 21703

Bankruptcy Case No.: 05-33117

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Phosphor Plate Technologies, Inc.          05-33120
      David John Goodenough                      05-33124

Type of Business: The Debtor manufactures the IRIS software
                  program used for calculating bone density.
                  See http://www.theiris.com

Chapter 11 Petition Date: September 30, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtors' Counsel: Morton A. Faller, Esq.
                  Shulman Rogers Gandal Pordy & Ecker, PA
                  11921 Rockville Pike, 3rd Floor
                  Rockville, Maryland 20852
                  Tel: (301) 231-0928
                  Fax: (301) 230-2891

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Institute for Radiological    $1 Million to      $1 Million to
Image Sciences, Inc.          $10 Million        $10 Million

Phosphor Plate Technologies,  $1 Million to      $1 Million to
Inc.                          $10 Million        $10 Million

David John Goodenough         $1 Million to      $1 Million to
                              $10 Million        $10 Million


A. Institute for Radiological Image Sciences, Inc.'s 18 Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Redwood Capital Partners, LLC                         $2,723,175
550 Highland Street
Suite 303
Frederick, MD 21701

Med X                                                    $57,200
3456 North Ridge Avenue, #100
Arlington Heights, IL 60004

Internal Revenue Service      2004 Payroll taxes         $50,000
Philadelphia, PA 19255

Ostolink, Faber, Gerb and     Attorney's fees            $12,521
Soffen

Barton, Baker, McMahon        Attorney's fees            $11,302

Hertzbach                     Accounting                  $5,430

Ostow, Reisin, Berk and       Attorney's fees             $4,000
Abrams

Merge Efilm                   Line of credit              $3,900

Staples                       Line of credit              $3,442

Bio Rad                       Line of credit              $1,575

Bio Rad                       Line of credit              $1,170

Purchase Power                Unsecured loan              $1,072

Dell                          Loan                          $816

Dell                          Loan                          $795

Bacon and Thomas              Attorney's fees               $380

Dunsdemand                    Collection                    $352

DSL                           Collections                   $225

SDAT                                                     Unknown


B. Phosphor Plate Technologies, Inc.'s 2 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Redwood Capital Partners, LLC                 $2,723,175
   550 Highland Street, Suite 303
   Frederick, MD 21701

   SDAT                                             Unknown
   301 West Preston Street
   Baltimore, MD 21201

C. David John Goodenough's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lisa Mandes Smith             Promissory note           $130,000
15501 Bushy Tail Run
Woodbine, MD 21797

MBNA VISA                     Credit card                $14,298
P.O. Box 15288
Wilmington, DE 19886

MBNA Mastercard               Credit card                $11,242
P.O. Box 15288
Wilmington, DE 19886

NCO Financial System          Collections                 $9,950

Discover                      Credit card                 $5,263

Lowes                         Credit card                 $2,124

John Kovitch                  Medical                     $1,200

CT Sports Medicine            Medical                     $1,100

GE Money Bank                 Unsecured loan              $1,055

Jefferson Veterinary          Vet bill                      $919
Hospital

Hertzbach                     Accounting                    $858

Comprehensive Sleep Treatment Medical                       $612

Internal Medical Associates   Medical                       $152


INTEGRATED HEALTH: Wants to Settle Reward & Coverage Lawsuits
-------------------------------------------------------------
Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that on September 4, 2001, the
Official Committee of Unsecured Creditors undertook an
investigation with respect to certain actions taken by nine
members of the Board of Directors Integrated Health Services,
Inc., from 1997 through 2000:

   (1) Robert N. Elkins,
   (2) Lawrence P. Cirka,
   (3) Edwin M. Crawford,
   (4) Kenneth M. Mazik,
   (5) Robert A. Mitchell,
   (6) Charles W. Newhall, III,
   (7) Timothy F. Nicholson,
   (8) John L. Silverman, and
   (9) George H. Strong

On January 31, 2002, the Creditors Committee commenced an action
in the U.S. Bankruptcy Court for the District of Delaware,
alleging, among other things, that the Directors breached their
fiduciary duties and wasted corporate assets in proposing,
negotiating, approving or ratifying unconscionable compensation
arrangements for Mr. Elkins and the IHS Debtors' other senior
officers between 1997 and 2000.

However, the Bankruptcy Court abstained from exercising
jurisdiction over the Action.

                    The Compensation Action

As a result, the Creditors Committee filed a complaint against the
Directors in the Court of Chancery of the State of Delaware in New
Castle County, entitled "Official Committee of Unsecured Creditors
of Integrated Health Services, Inc. v. Robert N. Elkins, et al.,
C.A. No. 20228-NC," setting forth allegations substantially
similar to those asserted in the Bankruptcy Court Action.

The Directors have consistently denied liability for all of the
claims alleged in the Compensation Action, and certain of the
claims asserted in the Complaint against the Directors were
dismissed by the Chancery Court in September 2004.

                   Insurance Coverage Dispute

Prior to the Petition Date, National Union Fire Insurance Company
of Pittsburgh, Pennsylvania, issued to the Debtors Policy No.
858-35-56, a primary policy of Directors, Officers and Corporate
Liability Insurance.

In connection with the Compensation Action, the Directors made a
claim for coverage under the Policy.  National Union rejected the
coverage claim.

Thereafter, the Directors filed a complaint in the Chancery Court
entitled "Cirka, et al. v. National Union, C.A. No. 20250-NC,"
seeking a declaratory judgment that they are entitled to coverage
under the Policy for the claims asserted in the Compensation
Action.

On September 9, 2004, the Chancery Court granted the Debtors'
request for partial summary judgment and ruled that the "Insured-
vs.-Insured Exclusion," as defined in the Policy was not
applicable to bar coverage under the Policy for the claims
asserted in the Compensation Action.

National Union has filed an appeal in the Delaware Supreme Court,
which is presently pending and undecided.

Mr. Barry informs the Court that the parties to the Compensation
Action and the Coverage Action have reached an agreement to fully
settle and compromise their dispute.

The Post-Confirmation Committee of Integrated Health Services,
Inc., IHS Liquidating LLC, the Directors and National Union
stipulate and agree that:

   (1) National Union will pay $7,500,000 to IHS Liquidating.
       The Post-Confirmation Committee's outstanding legal fees
       and expenses will be satisfied from the settlement amount,
       with the net proceeds paid to IHS Liquidating;

   (2) National Union will pay certain legal fees and expenses
       incurred by certain of the Directors' attorneys;

   (3) IHS Liquidating releases any right to reimbursement of
       funds by the law firm of Chadbourne & Parke LLP, as a
       retainer;

   (4) The Post-Confirmation Committee and the Directors will
       file a stipulation in the Chancery Court, dismissing the
       Compensation Action, with prejudice, and without costs to
       any party;

   (5) National Union and the Directors will file stipulations
       dismissing the Coverage Action and the Appeal, with
       prejudice and without costs to any party;

   (6) The Stipulation provides for limited releases between IHS
       Liquidating and the parties to the Compensation Action and
       the Coverage Action related to the claims and disputes
       that are the subject of both Actions; and

   (7) All proofs of claim filed by the Directors in the IHS
       Debtors' Chapter 11 cases will be deemed withdrawn and
       expunged, except the administrative expense claim filed by
       Mr. Elkins.

The Post-Confirmation Committee, which was formed after the
Creditors Committee was dissolved and discharged of its duties on
September 9, 2003, assumes all of the rights, privileges and
immunities of the Creditors Committee, including the right to
prosecute and settle the Compensation Action on behalf of the IHS
Debtors' estates.

Accordingly, the Port-Confirmation Committee and IHS Liquidating
ask the Court to approve the Stipulation in its entirety.

Mr. Barry asserts that the Stipulation will ensure that the Post-
Confirmation Committee's efforts will result in a reasonable
recovery to creditors that will be distributed by IHS
Liquidating.  Furthermore, bringing closure to what has been a
protracted and difficult litigation will advance IHS
Liquidating's fundamental purpose of administering the IHS
Debtors' estates to their conclusion.

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)


JP MORGAN: Fitch Places Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2005-LDP4, commercial mortgage pass-through certificates are rated
by Fitch:

     -- $84,707,000 class A-1 'AAA';
     -- $396,348,000 class A-1A 'AAA';
     -- $227,323,000 class A-2 'AAA';
     -- $200,000,000 class A-2FL 'AAA';
     -- $179,929,000 class A-3A1 'AAA';
     -- $75,000,000 class A-3A2 'AAA';
     -- $580,269,000 class A-4 'AAA';
     -- $130,376,000 class A-SB 'AAA';
     -- $267,707,000 class A-M 'AAA';
     -- $204,127,000 class A-J 'AAA';
     -- $2,677,074,880 class X-1* 'AAA';
     -- $2,602,260,000 class X-2* 'AAA';
     -- $50,196,000 class B 'AA';
     -- $23,424,000 class C 'AA-';
     -- $46,849,000 class D 'A';
     -- $23,424,000 class E 'A-';
     -- $40,156,000 class F 'BBB+';
     -- $26,771,000 class G 'BBB';
     -- $30,117,000 class H 'BBB-';
     -- $10,039,000 class J 'BB+';
     -- $13,386,000 class K 'BB';
     -- $13,385,000 class L 'BB-';
     -- $6,693,000 class M 'B+';
     -- $3,346,000 class N 'B';
     -- $10,039,000 class P 'B-';
     -- $33,463,880 class not rated (NR).

     * Notional amount and interest only.

Class NR is not rated by Fitch. Classes A-1, A-2, A-2FL, A-3A1, A-
3A2, A-4, A-SB, A-M, A-J, X-2, B, C, and D are offered publicly,
while classes A-1A, X-1, E, F, G, H, J, K, L, M, N, P, and NR 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 184 fixed-rate loans having
an aggregate principal balance of approximately $2,677,074,880 as
of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report 'J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Series 2005-LDP4,' dated Sept. 13, 2005, available on the Fitch
Ratings web site at http://www.fitchratings.com/


KAISER ALUMINUM: Court Approves Monument Group Settlement Pact
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the Settlement Agreement with Kaiser Group and Monument
Select Insurance Company.

As previously reported in the Troubled Company Reporter on
September 1, 2005, KACC, Kaiser Group and Monument Select have
agreed to enter into a Settlement Agreement, pursuant to these
terms:

   (1) Kaiser Group will pay $218,000 to KACC within seven days
       after the Court's order approving the Settlement Agreement
       becomes a final, non-appealable order.

   (2) The parties, as well as certain other related parties,
       will release each other from any and all claims related to
       the Lawsuit, the Policy, the Reinsurance Agreement and the
       placement and cancellation of the Policy and the
       Reinsurance Agreement.

   (3) The parties will indemnify and defend each other from
       third-party claims seeking contribution, indemnity or
       damages arising from claims against that third party
       asserted by KACC or certain related parties.

   (4) The Lawsuit will be dismissed, with prejudice.

By this motion, KACC sought the Court to approve the Settlement
Agreement with Kaiser Group and Monument Select.

Mr. Madron contends that the Settlement Agreement is undoubtedly
in the best interest of KACC's creditors because:

   -- it will allow KACC to recover $218,000 from Kaiser Group
      for the benefit of KACC's estate; and

   -- avoid the substantial additional costs that would likely be
      incurred in continuing to litigate the Lawsuit.

Moreover, KACC will have recovered an aggregate of $443,000 in
respect of the Lawsuit.  Considering the aggregate recovery, the
Settlement Agreement certainly falls above the "lowest point in
the range of reasonableness," Mr. Madron says.

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: Court Okays $137MM Underwriters Settlement Pact
----------------------------------------------------------------
Greg Johnson at The Deal reports that Judge Judith Fitzgerald of
the U.S. Bankruptcy Court for the District of Delaware in
Wilmington approved Kaiser Aluminum Corporation and its debtor-
affiliates' $137 million Underwriters Settlement Agreement with
Lloyds of London PLC.

Mr. Johnson says that the Court rejected the objections of
Kaiser's insurers in approving the deal on Sept. 26.  The insurers
had balked at paying for coverage that is supposed to protect
Kaiser from asbestos claims.

As reported in the Troubled Company Reporter, the objections were
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.

Under the settlement agreement, Kaiser will dismiss London insurer
from lawsuits over policies worth $170 million.  However, the
payout comes only after the Debtors exit bankruptcy or when the
Court confirmed their reorganization plan.

But if Congress passes asbestos reform legislation that would set
up a public trust to cover all asbestos lawsuits, the settlement
is voided, court papers said.

                  Confirmation Hearing Scheduled

Separately, Judge Fitzgerald scheduled hearings for Jan. 9 and
Jan. 10, 2006, to consider confirmation of Kaiser's chapter 11
plan.  Confirmation objections must be filed and served by
Nov. 14.

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.


KMART CORP: Wants Objections to PMCC & HNB Claims Amended
---------------------------------------------------------
Philip Morris Capital Corporation and HNB Investment Corporation
filed 11 claims against Kmart Corporation.  Five of those claims
remain unresolved.

Claim No. 50863 asserts $21.25 million and is comprised of:

   -- $8.1 million for tax damages;

   -- $12.5 million for damages due to lost equity; and

   -- the recovery of other miscellaneous "reimbursable"
      expenses.

Claim Nos. 50111, 50110, 50113, and 50112 assert $52.26 million
for tax indemnity damages not addressed by Claim No. 50863.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, recounts that on
February 28, 2005, PMCC and HNB served their initial disclosures
regarding the Claims.   The Initial Disclosures provided an
outline of the Claimants' methodology for calculating damages.

According to Mr. Barrett, Kmart has found out that the methodology
used by the Claimants for calculating their damages substantially
overstates the Claims because:

   (a) it double counts the damages by counting all of the
       additional taxes that PMCC and HNB may be required to pay
       on account of the rejection, but failing to subtract from
       that amount the various tax benefits associated with that
       rejection;

   (b) it overstates the claim for the lost equity value of the
       transactions by use of an interest rate that would
       generate a damages award in excess of the return that the
       claimants would have enjoyed had Kmart performed the
       contracts as contemplated; and

   (c) it fails to account that the claimants, through various
       like-kind-exchange transactions, will obtain the very tax
       benefits whose loss forms the basis of the Claims.

Kmart does not ask the Bankruptcy Court to resolve the merits of
the dispute.  "That is an issue for trial," Mr. Barrett says.

Kmart says it is not required to amend its Objections to allege
that the claims are "overstated" on grounds that the obligation to
prove up damages rests on the plaintiff.  However, out of an
abundance of caution, Kmart seeks the Court's permission to do so.

Kmart acknowledges that it only raised the cap under Section
502(b)(6) of the Bankruptcy Code with respect only to the expunged
claims.  Regardless, Mr. Barrett points out that the claimants
have been aware of Kmart's position that the cap applies to their
claims since early in the matter.  Hence, the claimants would not
be prejudiced in any way if Kmart is permitted to amend the
Objections to assert the applicability of the cap.

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)


KRISPY KREME: Largest Franchise Principals File Fraud Lawsuit
-------------------------------------------------------------
Richard Reinis and Roger Glickman -- two principals of Great
Circle Family Foods, LLC, the largest Krispy Kreme Doughnuts
franchisee, based in Southern California -- sued Krispy Kreme
Doughnut Corporation (NYSE:KKD).  This is the third suit against
Krispy Kreme involving its franchisees.

Messrs. Reinis and Glickman allege that Krispy Kreme and its
executives made numerous false and misleading representations to
induce them to personally guarantee GCFF obligations.  The suit
claims that Krispy Kreme systematically inflated its prices and
engaged in deceptive business practices by billing GCFF what is
believed to be millions of dollars above what Krispy Kreme
represented it would charge for day-to-day necessities.

Krispy Kreme also required GCFF to contribute to a brand fund that
Krispy Kreme was required to spend on marketing and advertising.
Messrs. Reinis and Glickman contend that Krispy Kreme appears to
have misappropriated the funds, and refused to account for the
expenditures.

It is further alleged that Krispy Kreme is attempting to force
Messrs. Reinis and Glickman, and GCFF into bankruptcy.  In the
past, Krispy Kreme forced one franchisee into bankruptcy and tried
to force two other franchisees into bankruptcy.  Messrs. Reinis
and Glickman allege that Krispy Kreme insisted that GCFF pay for
all goods in advance, even though for the previous six years, it
and other franchisees purchased goods on customary 35-45 day trade
terms.  If GCFF refused, Messrs. Reinis and Glickman allege,
Krispy Kreme threatened to stop shipping.

Named in the complaint as defendants with Krispy Kreme are its
former chairman of the board, president and CEO Scott Livengood,
former senior vice president of franchising Phil Waugh, former CFO
and COO John Tate, now employed by Restoration Hardware in Corte
Madera, Calif., Kroll Zolfo Cooper, the consultant hired by the
Krispy Kreme board of directors to manage the company after the
departure of Livengood, and other officers or directors of the
franchisor.

GCFF 2004 sales totaled $64 million.  The company employs nearly
1000 people in Southern California and operates 30 Krispy Kreme
Doughnuts locations and services 800 wholesale accounts.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 400 stores in 45 U.S. states, Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.

                        *     *     *

                   Financial Restatements

As reported in the Troubled Company Reporter on Aug. 12, 2005, the
Special Committee of the Board of Directors completed a 10-month
independent investigation into Krispy Kreme's corporate
governance, compliance and internal controls.

A full-text copy of the Special Committee's Summary of Independent
Investigation is available for free at:

           http://ResearchArchives.com/t/s?bd

The Company is also working to complete its financial restatement,
as well as the preparation of its annual financial statements for
the fiscal year ended Jan. 31, 2005.

The adjustments are currently expected to have the effect of
decreasing pre-tax income for periods through the third quarter of
fiscal 2005 by an estimated cumulative $25.6 million.  The
adjustments are currently estimated to decrease pre-tax income by
$1.1 million, $1.9 million, $2.1 million, $13.9 million and
$3.2 million for fiscal 2001, 2002, 2003 and 2004 and the first
nine months of fiscal 2005, respectively, as well as by
$3.4 million for periods prior to fiscal 2001.  The estimates
remain subject to revision and the results of the audit of the
Company's annual financial statements.

                    Material Weaknesses

Although the Company has not yet completed its assessment of
internal control over financial reporting, management has
concluded that material weaknesses existed as of Jan. 30, 2005.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  The
material weaknesses identified to date relate to four broad
internal control issues:

    * The Company failed to maintain an effective control
      environment, including failure of former senior management
      to set the appropriate tone at the top of the organization
      and to ensure adequate controls were designed and operating
      effectively

    * The Company failed to maintain a sufficient complement of
      personnel with a level of accounting knowledge, experience
      and training in the application of generally accepted
      accounting principles commensurate with the Company's
      financial reporting requirements and the complexity of the
      Company's operations and transactions

    * The Company failed to maintain effective controls over the
      documentation and analysis of acquisitions to ensure they
      were accounted for in accordance with GAAP

    * The Company failed to maintain effective controls over the
      selection and application of accounting policies related to
      leases and leasehold improvements to ensure they were
      accounted for in accordance with GAAP

Because management has not completed its testing and evaluation of
the Company's internal control over financial reporting and its
evaluation of the control deficiencies identified to date, the
Company may identify additional material weaknesses.  Based on the
material weaknesses identified to date, management believes it
will conclude in "Management's Report on Internal Control over
Financial Reporting" in its fiscal 2005 Form 10-K that the
Company's internal control over financial reporting was not
effective as of January 30, 2005.  Also, as a result of these
material weaknesses, management believes that the report of the
Company's independent registered public accounting firm will
contain an adverse opinion with respect to the effectiveness of
the Company's internal control over financial reporting as of
January 30, 2005.  The Company plans to provide a more detailed
description of material weaknesses, including its plan for
remediating such weaknesses, in its annual report on Form 10-K for
fiscal 2005.


LIN TV: Subsidiary Completes $190 Million Private Debt Placement
----------------------------------------------------------------
LIN Television Corporation, a wholly owned subsidiary of LIN TV
Corp. (NYSE: TVL), completed its sale of $190 million aggregate
principal amount of Class B 6.5% Senior Subordinated Notes due
2013 in a previously announced private placement.

The Notes were issued at a discount to their aggregate principal
amount at maturity and generated gross proceeds to LIN Television
Corporation of $175.3 million.

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

The Notes are guaranteed by LIN TV Corp. and certain of LIN
Television Corporation's subsidiaries.  The proceeds from the sale
of the Notes will be used to repay the $170 million term loan
under LIN Television Corporation's credit facility with the
balance to repay a portion of the outstanding revolving
indebtedness under LIN Television Corporation's existing credit
facility and transactional costs associated with the sale of the
Notes.

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

                        *     *     *

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

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


MERIDIAN AUTOMOTIVE: CIT Wants Stay Lifted to Recover Equipment
---------------------------------------------------------------
Mark W. Eckard, Esq., at Reed Smith LLP, in Wilmington, Delaware,
relates that prior to the bankruptcy filing, Meridian Automotive
Systems, Inc., and its debtor-affiliates entered into various
lease agreements with The CIT Group/Equipment Financing, Inc.,
pursuant to which CIT leased various equipment to the Debtors.

The CIT Leases expired on Sept. 1, 2005, and were not
modified or otherwise extended.  Thus, Mr. Eckard asserts, the
Debtors' right to continue possession of the Equipment under
applicable non-bankruptcy law has terminated.

However, the filing of the Debtors' Chapter 11 petition has
stayed CIT's efforts to pursue its rights and remedies against
the Equipment.  As of Sept. 16, 2005, the Equipment remains
in the Debtors' possession without any right under applicable
non-bankruptcy law, Mr. Eckard reports.

CIT asks the Court to lift the automatic stay to allow it to
exercise and enforce all of its rights and remedies against the
Equipment in accordance with the provisions of the CIT Leases and
applicable non-bankruptcy law.

"The totality of the circumstances dictates that the automatic
stay be lifted," Mr. Eckard asserts.  "Due to expiration of the
[CIT] Leases and the lack of adequate protection, cause exists
for relief from the automatic stay under Section 362(d)(1) of the
Bankruptcy Code."

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: Court Okays Sale of Two Assets in Michigan
---------------------------------------------------------------
On Aug. 22, 2005, the U.S. Bankruptcy Court for the District of
Delaware entered an order establishing procedures for the sale of
Meridian Automotive Systems, Inc., and its debtor-affiliates' de
minimis assets.  Pursuant to the De Minimis Sale Order, the
Debtors issued a notice on Aug. 23, 2005, disclosing their
intention to sell:

   (1) a steam molding press at 13881 West Chicago, in Detroit,
       Michigan, to Createc Corporation for $75,000; and

   (2) a real property at 549 Ionia Avenue, in Grand Rapids,
       Michigan, to Terbear LLC, for $300,000.

In response to the Sale Notice, Credit Suisse First Boston, as
agent for the first lien lenders, asserted a valid mortgage with
respect to the Grand Rapids Property.

                       Steam Molding Press

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmngton, Delaware, relates that the Press is a 12-year old
Teubert steam molding press the Debtors used to manufacture
expanded polypropylene absorption bumpers.  It is no longer used
in the Debtors' operations.

The Debtors have been seeking to sell the Press since January
2005.  However, Createc was the only interested buyer that
submitted a written offer or inquiry for the Press.

                      Grand Rapids Property

The Grand Rapids Property consists of a 34,000 square foot
manufacturing facility and an acre of land zoned for industrial
use, both of which are owned by the Debtors and not subject to
any mortgage.  The Debtors previously used the Property as an e-
coat and painting facility.

The Grand Rapids Property is no longer being used in the Debtors'
operations and is idle, Mr. Morton says.  The Debtors have listed
the Property for sale with Grand Real Estate LLC on September 27,
2004.

On Dec. 3, 2004, the Debtors initially received a written
offer of $220,000 for the Grand Rapids Property from a
prospective purchaser.  The initial offer was rejected.  Four
months later, the Debtors accepted a $300,000 offer from Terbear
LLC.  No other offer or inquiries have been received since then.

At the Debtors' request, Judge Walrath authorizes the sale of the
Press for $70,000, and the Grand Rapid Property for $300,000,
free and clear of all liens, claims, interests or encumbrances of
any kind.  Any Liens will transfer and attach to the Net Proceeds
of the Sale with the sane validity and priority as the Liens had
with respect of the De Minimis Assets prior to the Sale.

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: Consensually Settled Issues with New Center
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 7, 2005, New Center Stamping, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to lift the automatic stay to
exercise its state law right to set off a mutual prepetition debt
with Meridian Automotive Systems, Inc., and its debtor-affiliates.

Gary H. Cunningham, Esq., at Strobl Cunningham & Sharp, P.C.,
relates that, pursuant to prepetition purchase orders, the
Debtors provided component parts to New Center, for which they
have not yet received payment.  Prior to the Petition Date, New
Center also provided the Debtors with certain component parts,
for which it has not yet received payment.  As a result, the
Debtors owe New Center $165,826, while New Center owes the
Debtors $162,811.

                         Parties Stipulate

After extensive negotiations, New Center Stamping, Inc., and the
Debtors have consensually resolved their issues and have agreed
that:

   (1) New Center's claim will be reduced to $154,811 from
       $165,826;

   (2) New Center will remit $8,000 to the Debtors in
       satisfaction of its obligations;

   (3) New Center will waive all of its claims against the
       Debtors;

   (4) New Center's Motion to Lift Stay will be deemed withdrawn.

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).


MIRANT CORP: Court Approves Second Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved Mirant Corp. and its debtor-affiliates' Second Amended
Disclosure Statement on Sept. 30, 2005, authorizing the company to
begin soliciting votes from its creditors and shareholders on its
Plan of Reorganization.

As previously reported, the Second Amended Plan provides, among
other things, that:

      * Mirant's business will continue to operate in
        substantially its current form, under the direction of a
        new board to be seated upon the company's emergence from
        Chapter 11; the new Mirant will be incorporated in the
        United States.

      * The consolidated business will have approximately $4.3
        billion of debt as compared to approximately $8.6 billion
        of debt at the start of the Chapter 11 case.

      * To improve operational efficiency and bolster feasibility
        at the MAG level, (i) the company's trading and marketing
        business and 3 generating facilities (Mirant Peaker,
        Mirant Potomac and Mirant Zeeland) are being transferred
        by Mirant to subsidiaries of MAG, and (ii) the reorganized
        parent will commit to make a total of $415 million of
        capital contributions to facilitate certain environmental
        capital expenditures and the refinancing of MAG's notes
        due in 2011.

      * All creditors of MAG will be paid in full (including
        accrued interest) through (i) a distribution of about
        $1.35 in billion cash or new debt and about 2 percent of
        the stock of the reorganized company, and (ii) the full
        reinstatement of $1.7 billion of long-term notes.

      * The holders of approximately $6.35 billion of unsecured
        claims against Mirant will receive (i) 96.25 percent of
        the reorganized company's common stock (excluding the
        shares going to MAG creditors and the shares reserved for
        the company's employee stock programs) and, (ii) the right
        to receive a share of cash payments to be triggered by
        recoveries, if any, on specified bankruptcy-related
        lawsuits, including the action against Mirant's former
        parent, Southern Company.

      * Current stockholders will receive a 3.75 percent stake in
        the reorganized company, warrants to purchase an
        additional 10 percent, and the right to share in cash
        payments triggered by the previously noted litigation
        recoveries.

      * Settlements have been proposed regarding certain disputes
        with (i) the lessors of the company's Morgantown and
        Dickerson facilities, and (ii) the various New York taxing
        authorities.

"A new Mirant is emerging and I am thrilled to be leading it,"
Edward R. Muller, Mirant's newly appointed chairman of the board,
president and chief executive officer, said in a press release.
". . . I will begin working with our board and management team to
chart a course for the company that seeks to take advantage of
its assets, operational capabilities, and fortified capital
structure and liquidity."

"Since the conclusion of the valuation proceeding in June, we
have been driving toward a year-end exit from Chapter 11," said
M. Michele Burns, Mirant's chief restructuring officer and chief
financial officer, in the same press release.  "Obtaining the
support of our three official committees was instrumental in
moving the process forward. Winning the Court's approval of our
Disclosure Statement and getting our proposed timeline formally
adopted are important milestones in the process."

                   Confirmation Hearing on Dec. 1

Judge Lynn will commence the hearing to consider confirmation of
the Debtors' Second Amended Plan of Reorganization on Dec. 1,
2005, at 9:00 a.m. prevailing Central Time.

The Confirmation Hearing may be adjourned from time to time
without further notice other than announcement made at the
Confirmation Hearing or any adjourned hearing.

Objections must be filed with the Court and received by these
parties on or before November 10, 2005, at 4:00 p.m. prevailing
Central Time:

      (1) White & Case LLP
          Co-Attorneys for the Debtors and Debtors-in-Possession
          200 South Biscayne Boulevard, Suite 4900
          Miami, Florida 33131
          Attention: Thomas E. Lauria, Esq.

      (2) Andrews & Kurth, L.L.P.
          450 Lexington Avenue, 15th Floor
          New York, New York 10017
          Attention: Paul N. Silverstein, Esq.

      (3) Shearman & Sterling LLP
          599 Lexington Avenue
          New York, New York 10022-6069
          Attention: Fredric Sosnick, Esq.

      (4) Cadwalader, Wickersham & Taft
          One World Financial Center
          New York, New York 10281
          Attention: Bruce R. Zirinsky, Esq.

      (5) Brown Rudnick Berlack Israels LLP
          120 West 45th Street
          New York, New York 10036
          Attention: Edward S. Weisfelner, Esq.

      (6) Gardere Wynne Sewell LLP
          3000 Thanksgiving Tower
          1601 Elm Street, Suite 3000
          Dallas, Texas 75201
          Attention: Richard M. Roberson, Esq.

      (7) The Office of the United States Trustee
          Earle Cabell Federal Building
          1100 Commerce Street, Room 976
          Dallas, Texas 75242
          Attention: George F. McElreath

Objections must be in writing and state:

      (i) the name and address of the objecting party and the
          nature and amount of the claim or interest of the party;
          and

     (ii) the basis and nature of each objection to confirmation
          of the Plan.

Votes to accept or reject the Debtors' Plan must also be received
by the Debtors' solicitation agents not later than Nov. 10, 2005,
at 4:00 p.m.

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


MIRANT CORP: Court OKs Longview's $516K Break-Up Fee in Wash. Sale
------------------------------------------------------------------
Mirant Corporation and its debtor-affiliates sought and obtained
the permission of the U.S. Bankruptcy Court for the Northern
District of Texas to provide as customary bid protections:

    (a) a $516,000 Buyer Break-up Fee, and
    (b) a $250,000 Buyer Expense Reimbursement,

to Longview Generation, LLC, in recognition of its expenditure of
time, energy and resources, and the benefits of securing a
stalking horse or opening bid for the sale of the Debtors' power
facility in Longview, Washington.

The Breakup Fee and Expense Reimbursement will be paid to
Longview Generation under certain circumstances, including
consummation of the Asset Sale with other buyers.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that the Break-up Fee and Expense Reimbursement is
equal to Longview Generation's actual, documented costs and
expenses, including legal costs and expenses, incurred in
connection with:

    * the negotiation, preparation, execution and delivery of the
      Asset Purchase Agreement and the related instruments and
      agreements; and

    * finalizing and prosecuting the Sale Motion and Bid
      Procedures Order, responding to any objections, and all
      representation before the Bankruptcy Court and in the
      Auction.

Mr. Phelan relates that Longview Generation's efforts have
increased the chances, through the auction process, that Mint
Farm Generation, LLC, will receive an even higher value for the
Purchased Assets, to the benefit of the Debtors, their estates,
creditors and all other parties-in-interest.

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


MIRANT CORP: Reports Settled & Unresolved Litigation Claims
-----------------------------------------------------------
Mirant Corporation and its debtor-affiliates report that they
contested five California Parties' Claims, seven other California
Claims, 11 Finance and Securities-Based Claims, and 33 Other
Claims.

However, certain other Tier IV claim objections, and other
material claims remain unresolved or unliquidated:

    Status                        Mirant           MAG
    ------                    -------------   ------------
    Disputed and Resolved      $287,270,551
    Disputed and Unresolved  $1,035,249,462   $152,046,532

A. Resolved Material Litigation Claims

    a. Summary of Settled Material Litigation Claims

    Claimant              Total Filed Amount      Settled Amount
    --------              ------------------      --------------
    Californians for
    Renewable Energy          $469,854,000                  $0

    Egger, Jerry et al.        800,000,000               5,000

    Oregon Department of
    Justice                   Unliquidated             250,000

    Brown, James and
    Waller, Greg               100,000,000                   0

    Wisniak, Gil               700,000,000           2,000,000

    Alstom Power, Inc.           6,827,849           3,755,849

    Burns and McDonnell         12,718,525           3,750,000

    Cascade Natural
    Gas Corporation              1,032,938             592,709

    Commodity Futures
    Trading Commission        Unliquidated          12,500,000

    Enbridge Midcoast
    Energy                      25,412,958             750,000

    Entergy Arkansas and
    Entergy Services            26,432,106                   0

    NSTAR Gas Company, et al.    7,865,149             365,247

    Predator Development
    Company                     95,000,000           1,200,000

    California Department
    of Toxic Substances            400,034              51,197

    Dynegy Marketing and
    Trade                        5,484,741                   0

    Massachusetts DEP         Unliquidated              41,400

    Metropolitan Water
    District of Southern
    California, et al.        Unliquidated                   0

    Pericen LP                  30,226,424           2,003,000

    San Francisco Bay
    Regional Water Quality
    Control Board                15,000,000                  0

    Southern California
    Water Company              Unliquidated                  0

    Unitil Power Corp.
    and Unitil Energy Systems    40,000,000                  0

    Virginia Electric and
    Power Company                 8,682,606                  0

    Brazos Electric
    Cooperative                  17,278,092          3,543,088

    Powerex Corp.              Unliquidated                  0

    Gas Transmission
    Northwest                   145,305,380         25,000,000

    Mirant Securities
    Plaintiffs                  100,000,000                  0

    Gunderboom, Inc., and
    Gunderboom Shareholders     457,644,361            206,676

    Modesto Irrigation
    District                     16,958,642          2,302,500

    Enron/EME                 1,375,931,028         19,250,000

    Dick Corp./St. Paul          49,700,108         11,500,000

    Perryville                1,390,129,956        108,300,000

    ENA Upstream                  5,786,198          5,786,198

    Enron Power Marketing      Unliquidated         10,111,687

    Cruz Bustamante           2,500,000,000              1,000

    Oscar's Photo Lab, and
     Mary L. Davis             Unliquidated              2,000
                              -------------       ------------
                             $8,403,671,095       $213,270,551
                             ==============       ============

    b. Summary of Disallowed Material Litigation Claims

    Claimant             Total Filed Amount    Remaining Claim
    --------             ------------------    ---------------
    Banc of America
    Securities                $25,633,135                 $0

    Bank of America           215,749,201                  0

    Kinder Morgan Power
    Company                   153,419,000       Undetermined

    Kern River Gas
    Transmission              363,851,630         74,000,000
                            -------------       ------------
    Total                    $718,652,965        $74,000,000
                            =============       ============

    The Kinder Morgan Power Company Claim regarding transmission
    credits and related sums, which is disputed by the Debtors,
    has been settled for $1,500,000 subject to finalization of a
    settlement agreement and Bankruptcy Court approval.

B. Unresolved Disputed, Material Litigation Claims

    Mirant Debtors                              Filed Amount
    --------------                              ------------
    Bewag                                         None Filed
    California Power Exchange Corporation       Undetermined
    Freeman Mathis & Gary LLP                   Undetermined
    Gregory, Vernon J. & Sandra                   21,000,000
    Richard Neimark                                5,000,000
    Potomac Electric Power Company                31,142,447
    Southern Company                              48,983,612
    TransCanada Gas Services Inc.                 50,826,900
    Wachovia/Credit Suisse                       773,296,503
    Pepco TPA                                    105,000,000
                                              --------------
    Total                                     $1,035,249,462
                                              ==============

    MAG Debtors
    -----------
    Algonquin Gas Transmission Company           $10,023,619
    Dominion State Line, Inc.                        736,306
    Foster Wheeler                                 1,694,160
    Kelly & Meenagh                                2,450,000
    Potomac Electric Power Company                31,142,447
    Schoenberger, Michael & Patricia               1,000,000
    Pepco TPA                                    105,000,000
    MIRMA Landlords                             Unliquidated
                                               -------------
    Total                                       $152,046,532
                                               =============

    The Debtors estimate that approximately $220,000,000,
    excluding the Pepco TPA, of the unresolved or unliquidated
    Claims against the Mirant Debtors could ultimately be Allowed.
    The Debtors also estimate that approximately $10,000,000,
    excluding the Pepco TPA and MIRMA Lease Claims, of the
    unresolved or unliquidated Claims against the MAG Debtors
    could ultimately be Allowed.

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)


NAPIER ENVIRONMENTAL: Appoints Dr. Doug Thiemann as New Director
----------------------------------------------------------------
Napier Environmental Technologies Inc. (TSX:NIR) reported the
appointment of Dr. Doug Thiemann to its Board of Directors.  This
appointment further strengthens the existing board of directors to
include a seasoned professional with a chemistry background.

Dr. Thiemann has worked with four major Canadian coatings
companies in senior positions ranging from Research Scientist to
President and General Manager.  Since 1996, Dr. Thiemann has been
the General Manager of a national hardware store's Paint and Home
Products Division.  He brings a total of 35 years of experience in
the Paint and Coatings industries to Napier and holds a Bachelor
of Science Degree in Chemistry from the University of Toronto and
a Ph.D. in Organic Chemistry from Vanderbilt University.

The Company looks forward to the knowledge and experience Dr.
Thiemann can contribute to the board.

Napier Environmental Technologies Inc. develops and manufactures
highly effective, safe and environmentally advantaged surface
preparation products for stripping paints and coatings, as well as
a complete line of wood restoration products.  Napier's products
are protected by a portfolio of patents and trademarks, including
'Bio-wash and RemovALL'.

Napier is currently operating under the protection of the Canadian
Bankruptcy and Insolvency Act.


NEIMAN MARCUS: Moody's Affirms $500 Million Notes' Rating at B3
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Neiman Marcus
Group, Inc. including the Corporate Family Rating of B1, senior
secured guaranteed long-term debt rating of B1, senior unsecured
guaranteed long-term debt rating of B2 and senior subordinated
unsecured guaranteed long-term debt rating of B3 and the
Speculative Grade Liquidity Rating of SGL-2.  The ratings of the
company's legacy debt are affirmed, except for the rating of the
7.125% debentures which remains on review for possible downgrade
until the security interest has been perfected.  The rating
outlook is stable.

Ratings affirmed:

   * Corporate Family Rating at B1

   * $1.975 billion senior secured guaranteed term loan at B1

   * $700 million senior unsecured guaranteed PIK/cash notes to be
     issued under Rule 144A at B2

   * $500 million senior subordinated unsecured guaranteed notes
     to be issued under Rule 144A at B3

   * Speculative Grade Liquidity Rating at SGL-2

Ratings affirmed and to be withdrawn:

   * 6.65% senior unsecured notes due 2008, to be repaid, at B2
   * Senior unsecured shelf at (P)B2

Rating remains on review for possible downgrade:

   * 7.125% debentures due 2028 at B1

Rating withdrawn:

   * B1 rating on proposed $850 million senior secured guaranteed
     notes which will now not be issued

Neiman is being sold to the Sponsors (TPG Advisors III, Inc., TPG
Advisors IV, Inc., Warburg Pincus & Co., Warburg Pincus LLC and
Warburg Pincus Partners LLC) for approximately $5.47 billion plus
the assumption of about $125 million of the company's existing
debt.  The transaction is expected to be completed in October
2005.  Neiman will be owned by Newton Acquisition, Inc. which in
turn will be owned by Newton Holding, LLC.  Sponsors' equity of
approximately $1.47 billion will be contributed to Newton Holding,
LLC as common stock.  Funding at closing will consist of
approximately $1.47 billion in equity and nearly $3.18 billion in
new long-term debt.  Moody's expects that any drawings under the
company's unrated $600 million asset backed bank revolving credit
agreement are likely to finance seasonal working capital needs.

Neiman's ratings incorporate the expected significant
deterioration in credit metrics following its leveraged buyout,
with debt to EBITDA (based on Moody's standard analytic
adjustments) expected to exceed 6 times at fiscal year end July
2006.  The ratings also reflect the company's prominence in the
high-end department store/specialty store segments and its
consistent execution and improving operating profitability despite
the intense competition at retail.

With Neiman's current senior management to remain, Moody's
anticipates that there will be no material changes in critical
elements of the company's operations, including merchandising,
customer service and shopping environment.  However, the proposed
sale of Neiman to the Sponsors will greatly increase the company's
currently moderate leverage and cause significant deterioration in
other key credit metrics.  Free cash flow measures are especially
limited -- free cash flow to debt is unlikely to reach 4% at
fiscal year end July 2006, in Moody's view.  To generate free cash
flow for debt reduction, the company must grow revenues robustly
post-sale and, just as important, continue to improve current
profit margins -- already at a high level.

Moody's believes that refinancing debt issues at their maturity is
likely to be necessary.  The loss of much of the company's
historical financial flexibility is a major credit negative given
that Neiman operates in a cyclical and seasonal industry subject
to fashion risk.  The proposed transaction will leave Neiman with
little room to accelerate capital expenditure spending or to
rebound from a recession, for example.  The company's high service
standards, which are a key element in its business model, preclude
aggressive cost cutting as a source of funding.  Yet, with this
degree of leverage, management may be under much greater pressure
than in the past to trim costs and will face the significant, new
challenge of finding a workable balance between belt-tightening
and maintaining sufficiently high service levels to meet the
demands of its affluent customer base.

Neiman is the leading high-end department/specialty chain,
through:

   * its 35 upscale Neiman Marcus stores,
   * its 2 Bergdorf Goodman stores,
   * its 17 clearance centers, and
   * its direct retail business.

The company's stores are somewhat concentrated in Texas, the West,
the Midwest and the Northeast, to serve its affluent customer
base.  Neiman targets the wealthiest consumers by offering
carefully chosen:

   * couture,
   * designer and bridge apparel,
   * jewelry, and
   * accessories.

While Neiman has no guaranteed supply sources, its prestige and
ability to sell at full retail price encourage many designers to
introduce new products in its stores.  The company's sales
associates, whose compensation is heavily commission-based,
provide superior service.  Neiman quite appropriately protects its
cachet by carefully controlling its expansion and by not
soliciting lower income consumers.  Consequently, its store base
is small compared to other department and specialty store chains,
and its ability to grow physically is limited.  Service is
exceptional, merchandising appropriate, and execution consistent.

The identification and prediction of demand trends may be
marginally more difficult for Neiman than for moderate department
stores, because Neiman's loyal customers are likely to be more
fashion forward.  Maintaining this high level of execution will be
significantly more challenging with the very substantial increase
in leverage.  Management will have to balance pressure to trim
unnecessary costs in order to meet significant debt service
obligations and to reduce leverage against the need to maintain
spending at an appropriate level in order to meet the demanding
expectations of Neiman's affluent customer base.

Given its upscale customers, Neiman's sales growth is generally
solid. However, Neiman is not immune to recessions -- comparable
store sales were negative from the last half of calendar 2001
through about the first half of calendar 2002.  During that
period, Neiman did not move downscale to stimulate sales.  Since
then, 'comps' have been positive in almost every month, and often
well exceed those of other department stores, a function of
improved consumer confidence, a desire for fashion, and the
financial wherewithal of Neiman's upscale customer base.  Neiman's
profit margins have also steadily improved since the recession,
and are approaching the levels of more highly rated retailers.
Moody's anticipates that the company, despite the proposed very
substantial increase in leverage, will internally fund a capital
expenditure budget in excess of minimal maintenance expenses to
maintain the high quality store environment that appeals to its
target customers.

The stable rating outlook reflects:

   * Moody's expectation the Neiman will grow comparable store
     sales at the same pace or faster than department store peers;

   * that margins will continue to improve; and

   * that all free cash flow will be applied to debt reduction.

Given the company's highly leveraged capital structure, an upgrade
in the intermediate term is unlikely.  Over the longer term, an
upgrade would require:

   * consistently positive comparable store sales;

   * continued margin improvement;

   * a significant reduction in leverage such that debt to EBITDA
     (based on Moody's standard analytic adjustments) is below 5
     times; and

   * more robust free cash flow generation such that free cash
     flow to debt is approaching 10%.

Ratings would be pressured:

   * if comparable store sales fall or if margins fail to continue
     to improve;

   * if debt to EBITDA rises above 6.5 times; or

   * if already thin free cash flow generation diminishes such
     that free cash flow to debt falls below 3%.

All funded debt and bank facilities will be the obligation of
Neiman.  Moody's assumes that future funded debt, if any, will
also be centralized at Neiman.  Moody's notes that Neiman will not
issue the previously announced $850 million senior secured
guaranteed notes, but will increase the senior secured guaranteed
term loan to $1.975 billion.  In addition, senior unsecured
guaranteed notes will be issued at $700 million, down from $750
million, and senior subordinated unsecured guaranteed notes at
$500 million, instead of $575 million.

The $1.975 billion senior secured guaranteed term loan due in 7.5
years will be secured by a first priority interest in property,
plant and equipment and other non-current assets and by a second
priority interest in current assets.  Neiman will also issue $700
million of senior unsecured guaranteed PIK/Cash notes due 2015 and
$500 million of senior subordinated guaranteed unsecured notes due
2015.  All new debt issues will be guaranteed by Neiman's wholly
owned domestic subsidiaries and by immediate parent Newton
Acquisition.  Moody's understands that the $700 million senior
unsecured guaranteed notes and the $500 million senior
subordinated unsecured guaranteed notes will be offered and sold
privately without registration under the Securities Act of 1933
(the Act), under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  Moody's also
understands that the issues have been structured to permit resale
under Rule 144A.

The legacy $125 million 6.65% debentures due in 2008 will be
called for redemption, and its rating will be withdrawn when
redeemed.  The legacy $125 million 7.125% debentures due in 2028
will remain outstanding and will share in the first lien on
certain of the collateral that secures the senior secured term
loan and senior secured public debt.  The B1 rating on the 7.125%
debentures incorporates the expected receipt of security, but the
ratings remain on review for possible downgrade to cover the
unlikely event that the security is not forthcoming.

Notching on Neiman's long-term debt reflects the fact that a first
lien on Neiman's most liquid assets -- primarily inventory -- and
a second lien on non-current assets will secure an unrated senior
secured guaranteed $600 million Asset Backed Revolving Credit.
Moody's notes that the enterprise value of Neiman Marcus at a
reasonable multiple of 6.3 times reported EBITDA of approximately
$520 million for the fiscal year ended July 30, 2005 fully covers
anticipated funded debt at closing.

The Speculative Grade Liquidity Rating of SGL-2 reflects the
company's ability over the next 12 months to fund major cash uses
internally, but with modest cushion, and its access to the unrated
$600 million asset backed senior secured bank revolving credit
facility that will well exceed seasonal working capital needs of
about $165 million.  Neiman's liquidity profile is characterized
by the expectation that the company will further improve operating
margins that are already at a high level.  Its new asset backed
revolving credit facility, secured primarily by the company's
upscale inventory, is likely to be fully available to be drawn at
closing.

The cushion of annual free cash flow can be enhanced should Neiman
exercise its ability to pay interest in kind instead of in cash
through 2010 on the new $700 million senior unsecured guaranteed
PIK/cash notes and/or reduce capital expenditures to maintenance
levels.  However, specified percentages of excess cash flow as
defined must prepay the $1.975 billion term loan.  Neiman has
limited alternative sources of liquidity since all its domestic
assets will be pledged to secure its debt.

Headquartered in Dallas, Texas, The Neiman Marcus Group, Inc.
operates Neiman Marcus and Bergdorf Goodman stores, in addition to
both print and online retail businesses.  Revenues for the fiscal
year ended July 30, 2005 exceeded $3.8 billion.


NORTHWEST AIRLINES: East Texas Capital Lobbies for Equity Panel
---------------------------------------------------------------
East Texas Capital Partners, LLC, has asked the U.S. Trustee for
Region 2 to appoint an official committee of equity security
holders in Northwest Airlines Corporation's chapter 11 cases.

East Texas Capital argues that "NWA's bankruptcy is, at best,
technical and opportunistic in nature, apparently solely motivated
by NWA's desire to speed concession talks with its unions and
modify certain company financial arrangements."  East Texas
Capital believes that NWA's bankruptcy filing was unnecessary
because the carrier had US$1.5 billion in unrestricted cash on
hand at the time of filing (more than US Airways and Delta
Airlines), had labor concessions pending from over half its
unionized work force at the time, and pension law reform favorable
to NWA was also moving through the U.S. Congress at the time of
filing. Furthermore, East Texas Capital suggests, "the true asset
value of the bankruptcy estate appears understated as NWA's filing
does not account for the company's valuable route structure, the
future tax savings from the accumulated net operating losses
('NOL's') in any reorganized entity and other valuable assets."
Lastly, East Texas Capital "believes there are recoveries unique
to the common stockholders' that will be available should it be
proven that . . . NWA's board of directors acted inappropriately
by failing to discharge their duties to shareholders by acting
specifically contrary to their interests, by its members failing
to properly file legally required Securities and Exchange
Commission paperwork on a timely basis and other failures of
disclosure. "

East Texas Capital says it privately estimates that, under certain
scenarios apart from potential shareholder specific damage claims,
Northwest Airlines' common stockholders could be entitled to as
much as US$250 million or almost US$3 per common share in recovery
in any reorganization. The appointment of an Equity Securities
committee will assure that common stockholders have a chance of
this recovery and, by its oversight in the bankruptcy process,
will limit what appears to be an unchecked pattern of disregard
for the common stockholders, the actual business owners of NWA, by
NWA's Board of Directors to date. Lastly ETCP, LLC believes that
the appointment of an Equity Securities Committee will not
interfere with any future Unsecured Creditor Committee activities
and will speed NW's reorganization process by giving an organized
voice to the stockholders' interests in the case.

EAST TEXAS CAPITAL PARTNERS, LLC, is a Pennsylvania Limited
Liability Company specializing in real estate and distressed
security investments, and can be reached at:

     Ronald Gledhill
     Communications Director
     East Texas Capital Partners, LLC
     4789 Route 309
     Center Valley, PA 18034
     Telephone (877) 791-5291
     Fax (610) 289-2143
     easttexascapital@yahoo.com

East Texas Capital says it is acting on behalf of its principals
who own Northwest Airlines Corporation common stock.


NORTHWEST AIRLINES: IAM Receives Wage & Benefit Cuts Proposal
-------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
received a proposal from Northwest Airlines Corp. last week asking
for up to 17.5% pay cut, reduction of medical benefits and
outsourcing of hundreds of jobs to third-party vendors, the
Detroit News reports.

In a memorandum, the Company's vice president for labor relations
Julie Hagen Showers threatens the IAM that if an agreement isn't
reached in a short period, the airline will ask the Bankruptcy
Court to just reject the existing collective bargaining agreement,
the Detroit News reports.

Northwest Airlines' target cutbacks from its largest unions:

  Designation       # of Workers   # of Layoffs   Projected Savings
  ----------        ------------   ------------   -----------------
  Ground Workers        14,420        unknown         $190,000,000
  Pilots                 5,188          400           $322,000,000
  Flight Attendants      9,700        1,400           $195,000,000

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.


NRG ENERGY: Inks Pact to Acquire Texas Genco for $5.8 Billion
-------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) and Texas Genco LLC entered into a
definitive agreement for NRG to acquire all the outstanding equity
of Texas Genco LLC for approximately $5.8 billion, comprised of
approximately $4 billion in cash and $1.8 billion in common and
preferred stock.  In addition, NRG will assume approximately
$2.5 billion of Texas Genco debt.

The combination of NRG and Texas Genco will create the premier
wholesale power generation company in the United States.  With
Texas Genco, NRG will have the broadest geographic reach and an
unmatched portfolio of quality power generation assets of any
independent power producer, with a significant presence in the key
competitive wholesale power markets in the United States. The
combined company will also be a leading fuel diversified energy
provider. Further, this combination is expected to drive
substantially greater earnings and cash flow per share for NRG
that will enhance the Company's financial strength and flexibility
and enable it to pursue additional growth opportunities.

"Texas Genco is an ideal strategic fit with NRG," said David
Crane, NRG's President and Chief Executive Officer. "The strengths
of its people and its assets align closely with our own,
bolstering NRG's platform for growth and our ability to drive
value for our shareholders."

"This is an exciting combination for our employees, shareholders
and the communities in which we operate," said Texas Genco
Chairman and Chief Executive Officer Jack Fusco. "Like NRG, we at
Texas Genco have an unwavering focus on safety, teamwork,
operational excellence, and value creation. I am confident that
the combined company will set new standards and achieve new
heights."

               Financial and Strategic Benefits

The purchase price paid for Texas Genco was based on their near
term substantially hedged portfolio and a conservative view on
longer term gas prices.  The $8.3 billion enterprise value divided
by Texas Genco's expected earnings in 2006 results in a purchase
price multiple below NRG's current trading multiple.  Furthermore,
the $8.3 billion purchase price includes the present value of
approximately $500 million in after tax cash benefits that are
expected to result from the increased tax basis of the Texas Genco
assets that occur at transaction closing.

Post closing, NRG expects the transaction to be immediately and
significantly accretive to both earnings per share and cash flow
per share.

The transaction is expected to be financed through a combination
of debt and equity that will enable the company to achieve a net
debt to total capital ratio within NRG's target range of 45-55% by
year end 2006.  Additionally, Texas Genco's collateral program
will meaningfully enhance the Company's liquidity position and
hedging capacity.  NRG intends to refinance the first lien debt of
both companies.  Upon completion of the transaction, the Company
expects to have approximately 141.1 million common shares
outstanding, of which approximately 35.4 million shares will be
divided among and held independently by each of the current owners
of Texas Genco.

The equity component of the consideration is valued at
approximately $1.8 billion, and consists of approximately 35.4
million shares of common stock, plus approximately nine million
additional shares of common stock, which can be delivered at NRG's
option in either common stock or the equivalent in cash or
preferred stock.

Morgan Stanley Senior Funding, Inc., and Citigroup Global Markets,
Inc., have provided committed financing to NRG in support of
financing the cash portion of the transaction.

                   Industry Restructuring

This transaction represents the first important step in the
necessary and long-awaited restructuring of the wholesale power
generation industry.

"This transaction represents a major milestone for our Company and
our industry.  With Texas Genco, we will further increase our
financial strength and flexibility and enhance our geographic
breadth, technical expertise and diversity of fuel sources," Crane
continued.  "We believe these advantages will enable NRG to make
even more of a difference as our country faces up to the
challenging energy environment that currently exists.  With Texas
Genco, NRG can better provide low cost, stable and reliable energy
solutions to the regions we serve."

NRG expects to close the transaction during the first quarter of
2006.  The transaction is subject to customary closing conditions
and regulatory approvals, including approval from the Nuclear
Regulatory Commission, the Federal Energy Regulatory Commission,
the Public Utility Commission of Texas (if required) and antitrust
review under the Hart-Scott-Rodino Act. No shareholder approval is
required.

                           Advisors

In connection with the transaction, Morgan Stanley is serving as
exclusive financial advisor to NRG, and Skadden, Arps, Slate,
Meagher & Flom is serving as its legal counsel.  Goldman, Sachs &
Co. and Lehman Brothers are serving as financial advisors to Texas
Genco, and Simpson Thacher & Bartlett LLP is serving as its legal
counsel.

                       About Texas Genco

Texas Genco is one of the largest wholesale electric power
generating companies in the United States, providing safe,
reliable and competitively priced electricity. The company seeks
to lead the nation in operational excellence for independent power
producers. Texas Genco owns approximately 11,000 MW of net
operating generation capacity. The company sells power and related
services in Texas' largest power market, ERCOT.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Moody's Investors Service has affirmed all of the debt ratings of
NRG Energy, Inc., (NRG: B1 Corporate Family Rating (formerly known
as Senior Implied Rating) following the Company's announcement to
utilize cash on hand to repurchase $250 million of NRG's common
stock and to use the proceeds of a $250 million privately placed
convertible preferred offering to repurchase a portion of NRG's
8.0% $1.35 billion in second lien secured notes.  Moody's said the
rating outlook is stable.


NWA AIRCRAFT: Case Summary & 100 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: NWA Aircraft Finance, Inc.
        2700 Lone Oak Parkway
        Egan, Minnesota 55121

Bankruptcy Case No.: 05-19287

Type of Business: The Debtor is an affiliate of Northwest
                  Airlines, which filed for chapter 11 protection
                  on September 14, 2005 (Bankr. S.D.N.Y.
                  Case No. 05-17930).  See http://www.nwa.com/

Chapter 11 Petition Date: September 30, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

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

Total Assets: More than $100 Million

Total Debts:  More than $100 Million

Consolidated List of Debtors' 100 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
U.S. Bank National Association   10% Senior Notes   $300,000,000
1 Federal Street                 Due 2009
Boston, MA 02110
Attn: Donald Smith
Tel: (617) 603-6561

U.S. Bank National Association   9.875% Senior      $300,000,000
1 Federal Street                 Notes Due 2007
Boston, MA 02110
Attn: Donald Smith
Tel: (617) 603-6561

U.S. Bank National Association   8.875% Senior      $270,027,000
1 Federal Street                 Notes Due 2006
Boston, MA 02110
Attn: Donald Smith
Tel: (617) 603-6561

U.S. Bank National Association   7.625% Convertible $225,000,000
1 Federal Street                 Senior Notes
Boston, MA 02110                 Due 2023
Attn: Donald Smith
Tel: (617) 603-6561

State Street Bank                Series C           $211,684,707
& Trust Company - IAM            Preferred (held for
200 Newport Avenue, Q3N          nonqualified trusts
North Quincy, MA 02171           for ground employees
                                 and flight attendants
                                 and other employees)

U.S. Bank National Association   7.875% Senior      $200,000,000
1 Federal Street                 Notes Due 2008
Boston, MA 02110
Attn: Donald Smith
Tel: (617) 603-6561

U.S. Bank National Association   6.625% Convertible $150,000,000
1 Federal Street                 Senior Notes
Boston, MA 02110                 Due 2023
Attn: Donald Smith
Tel: (617) 603-6561

U.S. Bank National Association   9.5% Senior        $142,500,000
1 Federal Street                 Quarterly Interest
Boston, MA 02110                 Bonds Due 2039
Attn: Donald Smith
Tel: (617) 603-6561

U.S. Bank National Association   8.7% Senior        $100,000,000
1 Federal Street                 Notes Due 2007
Boston, MA 02110
Attn: Donald Smith
Tel: (617) 603-6561

State Street Bank                Series C            $64,770,008
& Trust Company - IBT5           Preferred (held
200 Newport Avenue, Q3N          for nonqualified
North Quincy, MA 02171           trusts for ground
                                 employees and
                                 flight attendants
                                 and other employees)

Koninklijke Luchtvaart           Alliance Partner    $64,121,983
Maatschappij N.V. (KLM)
Accounting Services (SPL/RA)
P. O. Box 7700
1117 Zl Schiphol Airport
The Netherlands
Attn: Peter Schelvis,
SVP Finance & Control

Pinnacle Airlines Inc.           Regional Carrier    $28,050,539
1689 Nonconnah Parkway
Suite 111
Memphis, TN 38132
Tel: (901) 348-4100

Mesaba Aviation Inc.             Regional Carrier    $23,128,832
1000 Blue Gentian Road
Suite 200
Eagan, MN 55121

American Express                 Trade Debt          $19,182,704
Travel Related                   Agency Commissions
Services Company
2901 Wilcrest Drive, Suite 400
Houston, TX 77042
Attn: Patrick J. Corbett
VP - Supplier Management &
Procurement
Tel: (713) 954-7615

Blue Cross Blue Shield           Insurance Benefits  $18,370,278
85 N. Danny Thomas Boulevard
Memphis, TN 38103-2398

Worldspan World Headquarters     Global              $14,870,693
300 Galleria Parkway, N.W.       Distribution
Atlanta, GA 30339-3196           System
Attn: Kevin Ficco
Vice President -
Airline Distribution &
Business Development
Tel: (770) 563-7277

SNECMA 2 Boulevard du General    Trade Debt          $13,279,733
Martial Valin                    Parts and Service
75724 Paris, Cedex 15, France
Attn: Jean-Lin Fournereax
Tel: (33) 1-6414-8460


United Healthcare                Insurance Benefits  $13,203,253
P.O. Box 1459
Minneapolis, MN 55440-1459
Tel: (800) 328-5979

Pacific Gas Turbine Center       Engine Leases       $12,025,695
7007 Consolidated Way            /Overhaul
San Diego, CA 92121
Tel: (858) 877-2800

Kemper Insurance Companies       Insurance Benefits   $8,431,408
1 Kemper Drive
Long Grove, IL 60049-0002

Galileo Galileo International    Global               $8,051,006
A Cendant Company                Distribution System
9700 West Higgins Road
Rosemont, IL 60018
Attn: Steven Diffley
Group Vice President
Supplier Services
Tel: (847) 518-4047

Sabre                            Global               $7,473,703
3150 Sabre Drive MD 8311         Distribution System
Southlake, TX 76092
Attn: Todd Wallace,
Managing Director
Airline Distribution &
Marketing
Tel: (682) 605-2689

Eurocontrol                      Overfly Charges      $5,464,133
Rue De La Fusee, 96
Brussels B-1130
Belgium
Tel: (32) 2729-3865

Jetran International Ltd.        Spare Engine Leases  $5,221,711
12400 Hw 281 North, Suite 150
San Antonio, TX 78216
Tel: (210) 495-7766

Pratt & Whitney                  Trade Debt           $5,050,963
400 Main Street                  Parts & Service
East Hartford, CT 06108
Tel: (860) 565-4321

Amsterdam Airport Schiphol       Airport/             $4,776,601
Postbus/P. O. Box 7501           Government
1118 ZG Luchthaven Schiphol      Authorities
The Netherlands
Attn: Peter Verboom,
CFO Schiphol
Tel: (011) 31-20-601-2384

Finova Capital Corporation       Spare Engine         $4,755,313
4800 North Scottsdale Road       Leases
Scottsdale, AZ 85251-7623
Attn: Jim Wifler
Tel: (480) 636-6728

Israel Aircraft Industries       Trade Debt           $4,732,267
IAI International Inc.           Parts & Service
1700 N. Moore Street, Suite 1210
Arlington, VA 22209

Carlson Travel Group, Inc. &     Agency Commissions   $4,167,586
Carlson Travel Network
Associates, Inc.
P.O. Box 96258
Chicago, IL
Tel: (612) 540-5561

Civil Aviation                   Airport/             $4,129,172
Bureau of Japan                  Government
Mr. Takashi (Narita)             Authorities
Administration Division
Aerodome Department
Civil Aviation Bureau
Ministry of Land
Infrastructure & Transport
2-1-3, Kasumigaseki,
Chiyoda-ku
Tokyo, Japan 100-8918
Tel: (81) 3-5253-8111 ext. 49153
Fax: (81) 3-5253-1658

AON Risk Services Companies      Insurance Broker     $3,915,908
Aon Corporation
200 East Randolph Street
Chicago, IL 60601

U.S. Department of Homeland      Airport/             $3,895,222
Security DHS                     Government
Washington, DC 20528             Authorities

HAECO (Hong Kong Aircraft        Trade Debt           $3,792,842
Engineering Company Limited)     Engineering/
80 South Perimeter Road          Maintenance
Hong Kong International Airport
Lantau, Hong Kong
Attn: Albert C.H. Leung MSc.
General Manager
Tel: (852) 2767-6694

Honeywell 101 Columbia Road      Trade Debt           $3,791,701
Morristown, NJ 07962             Parts & Service
Tel: (973) 455-2000
Attn: Peter M. Kreindler
Senior Vice President &
General Counsel

Amadeus Amadeus Global Travel    Global               $3,538,689
Distribution Sa Salvador De      Distribution
Madariaga, 1                     System
Madrid, E-28027 Spain
Attn: David Doctor
Director of Airline
Marketing & Sales
Tel: (34) 915-820- 110

Merck One Merck Drive            Insurance Benefits   $2,829,250
P.O. Box 100
Whitehouse Station, NJ 08889
Tel: (908) 423-1000

A I Leasing IV Inc.              Financing/           $2,603,131
593 Herndon Way                  Leasing
Herndon, VA 20170
Tel: (703) 834-3495

LSG Sky Chefs Inc.               Trade Debt           $2,398,406
6191 North State Highway 161     Catering
Irving, TX 75038
Attn: Rick Pike
Global Credit &
Collections Manager
Tel: (972) 793-9290

Chimes Corporation               Trade Debt           $2,328,330
P.O. Box 35429                   Software
Newark, NJ 07193
Tel: (888) 339-2421

World Travel Partners            Agency Commissions   $2,238,694
1055 Lenox Park Boulevard #420
Atlanta, GA 30319
Tel: (404) 923-9442

Delta Dental                     Insurance Benefits   $2,020,004
3560 Delta Dental Drive
Eagan, MN 55122-3166
Attn: Valerie Sorneson
VP Sales & Marketing
Tel No: (651) 406-5901

General Electric Co.             Engine Leases        $1,924,111
3135 Easton Turnpike
Fairfield, CT 06828-0001
Tel: (203) 373-2211

Nav Canada                       Overfly Charges      $1,918,524
77 Metcalfe Street
Ottawa, ON K1P 5L6, Canada
Attn: Louise Patnaude
AR & Collections Manager
Tel: (613) 563-4520

Travelocity                      Agency Commissions   $1,854,169
3150 Sabre Drive
Southlake, TX 76092
Attn: Simon Bramley
Vice President
Tel: (682) 605-2398

Hawker Pacific Aerospace         Trade Debt           $1,660,966
11230 Sherman Way
Sun Valley, CA 91352-4942
Attn: Klaus Koester
Tel: (818) 765-6201 ext. 238

Affiliated Computer Service      Trade Debt           $1,653,591
P.P. Box 200790
Dallas, TX
Tel: (915) 534-5000

Aviance UK Limited               Trade Debt           $1,639,306
3rd Floor, First Point
Buckingham Gate
Gatwick Airport
West Sussex RH6 0NT
United Kingdom
Attn: Paul Williams
Commercial Manager
Tel: (011) 44-1293-502-240

CIT Group                        Financing/           $1,604,183
1 CIT Drive                      Leasing
Livingston, NJ 07039
Attn: Frederick E. Wolfert
Vice President
Commercial Finance
Phone: (973) 740-5000

SITA                             Trade Debt           $1,550,000
3100 Cumberland Boulevard
Atlanta, GA 30339
Attn: John Decost
Global Account Director
Tel: (770) 612-2280

Medica                           Insurance Benefits   $1,525,864
P.O. Box 9310
Minneapolis, MN 55440-9310

PEMCO World Air Services         Trade Debt           $1,471,958
100 Pemco Drive                  Aircraft Maintenance
Dothan, AL 36303
Attn: Accounts Receivable
Tel: (334) 983-4571

ICTS Europe Holdings B.V.        Trade Debt           $1,436,795
Burg Stramanweg 102
1101 AA Amsterdam
The Netherlands
Attn: Ronen Remetz,
Director Contracts & Operations
Tel: (011) 31-20-567-5222
The Netherlands

TQ3Navigant                      Trade Debt           $1,376,589
84 Inverness Circle East
Englewood, CO 80112
Tel: (303) 706-0800
Attn: Robert Griffith, CFO

Wayne County Airport Authority   Airport/             $1,307,010
Detroit Metropolitan             Government
L C Smith Terminal Mezzanine     Authorities
Airport Finance
Detroit, MI 48242
Tel: (734) 942-3550

Goodrich Corporation             Trade Debt           $1,279,419
Four Coliseum Centre             Parts & Service
2730 West Tyvola Road
Charlotte, NC 28217-4578
Attn: Terrence G. Linnert
Executive Vice President,
Administration &
General Counsel

Triumph Air Repair, Inc.         Trade Debt           $1,257,364
1550 Liberty Ridge Drive
Suite 100
Wayne, PA 19087
ATTN: John B. Wright
II - Vice President,
General Counsel & Secretary
Tel: (610) 251-1000

Prospect Airport Services        Trade Debt           $1,230,000
1900 Lee Street                  Terminal/
Des Plaines, IL 60018            Airplane Services
Tel: (847) 299-3636

Swissport USA Inc.               Trade Debt           $1,211,283
45025 Aviation Drive, Suite 350  Aviation Services
Dulles, VA 20166-7526
Tel: (703) 742-4381

AMTECH                           Financing/           $1,202,569
8081 NW 31st Street              Leasing
Miami, FL 33122
Tel: (305) 591-1553

Bank of America                  Financing/           $1,163,470
Comm Finance Corporation         Leasing
555 California Street, 4th Floor
San Francisco, CA 94104

Vanguard Car Rental USA          Trade Debt           $1,154,577
6929 North Lakewood Avenue       MLT - Rental Cars
Suite 100
Tulsa, OK 74117
Tel: (918) 401-6000

Val-Pak Direct                   Trade Debt           $1,149,423
Marketing System
8605 Large Lake Drive
Largo, FL 33773
Attn: Gina Medlin

ASIG Aircraft Service            Trade Debt           $1,143,225
International Group
P.O. Box 910701
Dallas, TX 75391

Globe Ground North America LLC   Trade Debt           $1,103,153
Servisair/GlobeGround
111 Great Neck Road, Suite 600
P.O. Box 355
Great Neck, NY 11022-0355
Tel: (516) 487 8610

SIA Engineering Co.              Trade Debt           $1,094,479
SIA Engineering Company Hangar   Aircraft Maintenance
31, Airline Road
Singapore 819831

Riu Hotels Riu Centre            Trade Debt           $1,092,269
Calle Lla�d s/n                  MLT - Hotels
07610-Playa de Palma, Majorca

Cathay Kansai                    Trade Debt           $1,065,879
Terminal Services
Company Limited
Rinku International
Logistics Center
2-21 Rinku-orai kita
Izumisano City, Osaka
598-0048 Japan
Tel: (81) 724-69-4915

Gateway Travel & Tour            Agency Commission    $1,062,163
Suite 202
4100 Spring Valley Road
Dallas, TX 75244
Tel: (214) 960-2000

Hagemeyer North America Inc.     Trade Debt           $1,018,467
P.O. Box 790405                  Parts Supplier
St Louis, MO 63179-0405
Tel: (678) 746-2770
Tel: (678) 746-2400

British Airport Authorities      Airport/               $962,230
BAA Business Support             Government
Centre Limited Invoice           Authorities
To Cash Process Team
P.O. Box 3000,
Glasgow, G52 4YG
United Kingdom
Attn: Karen Russel,
Property Asset Manager
Tel: (011) 44-7839-504-044

Diversified Distribution         Trade Debt             $945,851
Systems Incorporated             Distributor
NW 7940
P.O. Box 1450
Minneapolis, MN 55485

ARINC Incorporated               Trade Debt             $928,345
2551 Riva Road                   Transportation
Annapolis, MD 21401              Communications
Tel: (800) 633-6882
Fax: (410) 573-3300

Worldwide Flight Services        Trade Debt             $906,869
P.O. Box 3831                    Aviation Services
Commerce Court Postal Station
Toronto, ON M5L 1K1
Canada
Tel: (514) 636-7874

AT&T                             Trade Debt             $897,574
1050 West County Road            Telecommunications
Shoreview, MN 55126
Attn: George Potter,
Signature Client Director
Tel: (612) 376-5469

Mainami (Mainami Kuko            Trade Debt             $895,204
Service Co. Ltd)
373 Hillcrest 4F, 1-7-8,
Moto-Akasaka
Minato-Ku, Tokyo, 107-
0051 Japan
Tel: (03) 3796-6633

Palace Resorts                   Trade Debt             $849,202
8725 NW 18th Terrace, Suite 301  MLT - Hotels
Miami, FL 33172


Shanghai Pudong Cargo Terminal   Trade Debt             $815,541
Room 309, Shanghai
Pudong International
Airport Cargo Terminal
168 Suhang Road
Shanghai Pudong
International Airport
Shanghai 201202,
P.R. of China
Tel: (86) 21-6834-1982

Mill-Run Tours, Inc.             Trade Debt             $805,914
12Th Floor
424 Madison Avenue
New York, NY

Das Air Engineering              Trade Debt             $797,978
Hangar 3, Maintenance Area 1
Perimeter Road
Southlondon Gatwick
Airportwest
Sussex, Rh6 0Lp
United Kingdom
Attn: Martin Greenfield,
General Manager Maintenance
Tel: (011) 44-1293-557-823

Jeppesen Sanderson               Trade Debt             $787,252
55 Inverness Drive East
Englewood, CO 80112-5498
Attn: General Counsel
Tel: (303) 799-9090

ACS Tradeone Marketing Inc.      Trade Debt             $783,206
7901 Flying Cloud Drive
Eden Prairie, MN 55344
Attn: Jeff Jacobson
Tel: (507) 385-5312

Alitalia Airport S.P.A.          Airport/               $766,757
Viale A. Marchetti, 111          Government
00148 Rome, Italy                Authorities
Attn: Simone Mangani,
Commercial & Systems
Sales & Customer Support Manager
Tel: (011) 39-06-6563-6109

Unisys Corporation               Trade Debt             $758,736
3199 Pilot Knob Road
Eagan, MN 55121
Attn: John F. Zimmerman
Client Executive - Unisys
Global Transportation

CIGNA Corp.                      Insurance Benefits     $746,201
One Liberty Place 1650
Market Street
Philadelphia, PA 19192
Tel: (215) 761-1000

C & H International              Trade Debt             $744,282
4751 Wilshire Boulevard,
Suite 201
Los Angeles, CA
Tel: (213) 933-2288

International Air                Trade Debt             $739,414
Cargo Terminal Co., Ltd
2121 Aza Tennamino Komaino
Narita-Shi, Chiba-ken
Japan

Thales Avionics                  Trade Debt             $738,350
7810 Collection Center Drive     Aircraft Equipment
Chicago, IL

GS Caltex Corporation            Trade Debt             $721,842
135-985 LG Kangnam Tower         Fuel Services
679 Yoksam-dong
Kangnam-gu
Seoul, South Korea

Petron Corporation               Trade Debt             $708,361
16800 Glendale Drive             Lubricant Supplier
New Berlin, WI 53151
Tel: (632) 886-3122

U.S. Bank National Association   Financing/             $665,295
1 Federal Street                 Leasing
Boston, MA 02110
Attn: Donald Smith
Tel: (617) 603-6561

Detroit Metropolitan Airport     Airport/               $664,920
Wayne County Airport Authority   Government
Smith Terminal                   Authorities
Mezzanine Level
Detroit, MI 48242
Attn: Lester W. Robinson, CEO


Massachusetts Port Authority     Airport/               $659,309
P.O. Box 3471                    Government
Boston, MA                       Authorities

Orbitz                           Agency Commissions     $656,033
200 South Wacker Street
Suite 1900
Chicago, IL 60606-5857

Boeing Commercial                Trade Debt             $642,102
Airplane Group
Boeing World Headquarters
Attn: General Counsel
100 North Riverside
Chicago, Illinois 60606
Tel: (312) 544-2000

MGM-Mirage                       Trade Debt             $627,437
3600 Las Vegas Boulevard South   MLT - Hotels
Las Vegas, NV 89109
Tel: (702) 693-7120

Oks Co Ltd.                      Airport/               $621,199
KIX Airport Authority            Government
Kansai International Airport     Authorities
1-banchi, Senshu-kuko
Kita, Izumisano-shi
Osaka 549-8501, Japan
Tel: (81) 724-55-2500

Jasco Heat Treating Inc.         Trade Debt             $617,010
Jasco Heat Treating
P.O. Box 188
Fairport, NY 14450

Atlas Air Entertainment          Trade Debt             $577,776
410 West Arden
Avenue, Suite 206
Glendale, CA 91203

Abacus Distribution              Trade Debt             $565,918
Systems Pte.
Abacus Plaza
3 Tampines Central 1, #08-01
Singapore 529540
Attn: Aileen Chan,
Account Manager
Airline Sales

Globe Services Globe             Trade Debt             $565,000
Ground Services
P.O. Box 9647
Uniondale, NY 11555


O'SULLIVAN IND: Continues Lender Talks & Extends Forbearance Pact
-----------------------------------------------------------------
O'Sullivan Industries, Inc., is continuing negotiations with its
senior secured and other creditors regarding a consensual
financial restructuring of its balance sheet.  In connection with
these negotiations, O'Sullivan has entered into a second amendment
to extend the forbearance agreement with the controlling holders
of its 10.63% Senior Secured Notes due 2008.

"We are pleased to announce this additional extension of the
Forbearance Period," commented Bob Parker, President and CEO.
"This is a reflection of the positive progress that is being made
in the ongoing financial restructuring negotiations."

The Forbearance Agreement will now expire on Oct. 15, 2005, unless
extended.  With no binding obligation, the parties have agreed to
continue to work together in good faith to consider a further
extension of the forbearance period.

O'Sullivan Industries, Inc. (OTC Bulletin Board: OSULP) -- whose
March 31, 2005 balance sheet shows a shareholders' deficit of $138
million -- is a leading manufacturer of ready-to-assemble
furniture.

                        *     *     *

As reported in the Troubled Company Reporter on July 20, 2005,
Moody's Investors Service downgraded O'Sullivan Industries' Senior
Secured Notes to Ca from Caa1 following O'Sullivan's announcement
on July 15, 2005, that it will utilize the-30 day grace period for
its $5.3 million interest payment on the secured notes.

At the same time Moody's downgraded O'Sullivan's corporate family
rating (previously known as the senior implied rating) to Caa3
from Caa1 and downgraded the company's senior subordinated notes
rating to C from Ca and affirmed the senior discount notes rating
at C.  Moody's said the outlook is negative.


QWEST COMMS: Won't Pursue MCI Deal in Wake of Merger Vote
---------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) denied market
rumors that it might reconsider bidding for MCI Corp.  Qwest
withdrew its $9.9 billion offer to acquire MCI in May 2005 after
MCI rejected Qwest's offer for Verizon's $8.5 billion bid.  At the
time, Qwest said it won't revive its takeover bid unless MCI
shareholders unanimously vote against the MCI/Verizon merger.

"While some have speculated that Qwest might reconsider bidding
for MCI if shareholders reject the current Verizon offer, Qwest
does not plan to submit a new offer," the Company said in a press
release last week.

MCI shareholders are scheduled to vote on the merger on Thursday,
Oct. 6.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                          About Qwest

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At June 30, 2005, Qwest Communications' balance sheet showed a
$2,663,000,000 stockholders' deficit, compared to a $2,612,000,000
deficit at Dec. 31, 2004.


RADNOR HOLDINGS: Offering $50 Million Securities for Purchase
-------------------------------------------------------------
Radnor Holdings Corporation intends to offer $50 million in
financing, consisting of $30 million of additional Senior Secured
Floating Rate Notes and a minimum of $20 million of preferred
stock.  In connection with the offering, the Company has commenced
a solicitation of consents to amendments to the indenture dated as
of April 27, 2004, among the Company, certain subsidiary
guarantors and Wachovia Bank, National Association, as trustee
relating to its Senior Secured Floating Rate Notes due 2009 and
certain related collateral documents.  The additional Notes will
be on terms substantially identical to the Notes.

The Company expects to use the net proceeds from the sale of the
additional Notes and the preferred stock to repay indebtedness
under its domestic revolving credit facility, thereby providing
additional availability to fund growth initiatives in its
foodservice packaging business.  These initiatives include a new
premium cup and lid for the hot beverage market, in addition to
the new product line of proprietary polypropylene cold drink cups
that the Company introduced in early 2005.  The Company expects to
complete the offering in October 2005, although no assurance can
be given that the offering will be completed.

In order to permit the sale of the additional Notes, the Company,
through the consent solicitation, is requesting an increase in the
aggregate principal amount of Notes that may be issued under the
Indenture from $70 million to $100 million and to have such
additional Notes guaranteed by the guarantors of the original
Notes, secured by the same collateral securing the original Notes
and otherwise generally be substantially identical to the original
Notes.

The record date for the consent solicitation is 5:00 p.m., New
York City time, on Sept. 28, 2005.  The consent solicitation will
expire at 5:00 p.m. New York City time, on Oct. 7, 2005, unless
extended.  The Company is offering a consent payment of $2.50 per
$1,000 principal amount of the Notes to each holder of record as
of the record date who has delivered (and not revoked) a valid
consent prior to the expiration of the consent solicitation.  The
Company's obligation to accept consents and make the consent
payment is conditioned, among other things, on the Company
obtaining additional equity in the amount of a minimum of
$20 million pursuant to the issuance of its preferred stock.

Questions from holders regarding the consent solicitation or
requests for additional copies of the Consent Solicitation
Statement, the consent form or other related documents should be
directed to D.F. King & Co., Inc., the information agent, at (212)
269-5550 (collect) or (800) 290-6429, or to Lehman Brothers Inc.,
the solicitation agent, at (212) 528-7581 (collect) or (800) 438-
3242.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At July 1, 2005, Radnor Holdings' balance sheet shows an
$18,940,000 equity deficit, compared to a $770,000 deficit at
Dec. 31, 2004.


RAINIER CBO: Deleveraging Prompts Fitch to Raise Ratings
--------------------------------------------------------
Fitch Ratings upgrades four classes of notes and affirms two
classes of notes issued by Rainier CBO I Ltd. These rating actions
are effective immediately:

     -- $19,623,729 class A-1L notes affirmed at 'AAA';
     -- $137,000,000 class A-2L notes affirmed at 'AAA';
     -- $62,000,000 class A-3L notes upgraded to 'AAA' from 'A+';
     -- $35,000,000 class A-4C notes upgraded to 'BBB' from 'BB+';
     -- $11,880,000 class B-1L notes upgraded to 'BB' from 'B+';
     -- $5,920,000 class B-2 notes upgraded to 'BB-' from 'B-'.

Rainier is a collateralized debt obligation, which closed July 18,
2000 and is managed by Centre Pacific, LLC. Rainier is composed of
95% high yield bonds, 2.4% CDO, and 2.6% REIT.  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest-rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

The upgrade of the notes is driven by the deleveraging of the
class A-1L, class B-1L, and class B-2 notes and the stable
performance of the portfolio collateral.  The class A-1L note is
being delevered by normal amortization and, as of the July 17,
2005 payment date, 18.7% of the original balance of the note
remains outstanding.  The class B-1L and class B-2 notes are being
amortized with interest proceeds through the failure of the
additional coverage test.

As of the last payment date, 8.6% of the class B-1L notes, and 26%
of the class B-2 notes have been redeemed.  As a result of this
deleveraging, OC ratios have increased; the class A OC ratio has
increased to 119.4% from 113.5%, and the class B OC ratio has
increased to 109.3% from 105.5%.  In addition, since the last
review, Rainier's collateral has continued to exhibit relatively
stable performance with the average rating factor remaining at 'B-
'.  However, the percentage of the total collateral pool that is
rated 'CCC+' and below increased to 19.9% from 17.7% as of the
Aug. 17, 2005 trustee report.

The ratings of the class A-1L, class A-2L, class A-3L, and class
A-4C notes address the likelihood that investors will receive full
and timely payments of interest, as per the governing documents,
as well as the stated balance of principal by the legal final
maturity date.  The ratings of the class B-1L and class B-2 notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.

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


REFCO GROUP: Moody's Reviews B3 Senior Subordinated Debt Rating
---------------------------------------------------------------
Moody's Investors Service placed all ratings of Refco Group Ltd.,
LLC and Refco Finance Inc. on review for possible upgrade.
Refco's senior bank debt is currently rated B1 with a stable
outlook.

The review for upgrade reflects Refco's solid operating
performance and reduced leverage the rating agency said.

Refco has enjoyed strong growth in business volumes within its
prime brokerage and derivatives brokerage franchises.  This has
led to steady revenue growth, moderate increases in EBITDA, and
improving debt-service ratios.

Refco has also applied a portion of its operating cash flow and
recent initial public offering to reduce its long-term debt after
the firm's leveraged buyout in August 2004.  As a result, total
long-term debt has been reduced from $1,400 million at the time of
the LBO to approximately $1, 034 million.

In explaining Refco Group Ltd., LLC's current ratings, Moody's
noted that the firm retains a highly leveraged capital structure,
is thinly capitalized, and employs substantial double leverage.

The review will focus on the management of the short-term
operational, credit and liquidity risks inherent in Refco's
brokerage and capital markets activities.  In addition Moody's
will review Refco's overall corporate structure and the access of
the issuer to the liquidity and cash flows of the operating
subsidiaries.  Finally Moody's will review Refco's progress in
integrating its recent acquisition of Cargill's brokerage
operations,

These ratings of Refco Group Ltd., LLC are on review for possible
upgrade:

   * Long-term Corporate Family Rating of B1
   * Senior Secured Bank Credit Facility Rating at B1
   * Senior Subordinated Debt at B3

Refco Finance Inc, which is a wholly-owned special purpose finance
subsidiary of Refco, and is co-issuer of the Senior Subordinated
Debt was also placed on review for upgrade.

Refco is an independent brokerage and clearing firm which reported
earnings of $42.6 million for the quarter ended at May 31, 2005.


RURAL/METRO: Balance Sheet Upside-Down by $98.64-Mil. at June 30
----------------------------------------------------------------
Rural/Metro Corporation delivered its annual report on Form 10-K
for the year ending June 30, 2005, to the Securities and Exchange
Commission on September 28, 2005.

The Company generated consolidated net revenue of $531.1 million
for the year ended June 30, 2005, compared to $493.8 million for
the year ended June 30, 2004.  The increase of $37.3 million, or
7.6 percent, in net revenue is primarily a result of an increase
in medical transportation and related service revenue of
$31.6 million.

Total consolidated operating expenses increased $26.3 million to
$490.0 million for the year ended June 30, 2005, compared to
$463.7 million for the year ended June 30, 2004.  However, as a
percentage of net revenue, consolidated operating expenses were
160 basis points lower for the year ended June 30, 2005, compared
to the previous year.  The decrease primarily resulted from a
120 basis point decline in provision for doubtful accounts as a
percentage of net revenue driven by a shift in the allocation
between contractual discounts and bad debt expense as a result of
rate increases and historical collection patterns, the termination
of lower rate contracts and an increase in fire services revenue
which is primarily a subscription business where payment is
received in advance of services being provided.

For the year ended June 30, 2005, income from continuing
operations was $86.4 million compared to income from continuing
operations of $1.4 million for the year ended June 30, 2004.
These results reflect revenue and operating margin growth as well
as a $83.9 million, or $3.48 per diluted share, reversal of tax
valuation allowances and an $8.2 million, or $0.34 per diluted
share, loss on early extinguishment of debt.

As of June 30, 2005, the Company's balance sheet reflects assets
amounting to $315,881,000 and a $98,643,000 equity deficit.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?207

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.


SAKS INC: Names Michael Archbold EVP/Chief Fin'l. & Admin. Officer
------------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) disclosed that Michael G.
Archbold has been named Executive Vice President/Chief Financial
and Administrative Officer of its Saks Fifth Avenue Enterprises
business segment.  Mr. Archbold will report to Fred Wilson,
Chairman and Chief Executive Officer of SFAE.

In this role, Mr. Archbold will be responsible for the financial
and information technology operations of SFAE and will work
closely with both Doug Coltharp, EVP/Chief Financial Officer of
Saks Incorporated, and Kevin Wills, EVP of Finance and Chief
Accounting Officer of the Company.  Mr. Archbold will join SFAE on
October 3, 2005.

Mr. Archbold, a Certified Public Accountant, has nearly twenty
years of financial experience in the retail arena.  He joined
AutoZone, the nation's leading retailer of automotive parts and
accessories, as Senior Vice President and Chief Financial Officer
in 2002 and was promoted to the post of Executive Vice President
and Chief Financial Officer earlier this year.  He served as Vice
President and Chief Financial Officer of the Booksellers Division
of Barnes & Noble, Inc., from 1996 to 2002, and between 1988 and
1996, he held various financial positions of increasing
responsibility with Woolworth Corporation (now Foot Locker, Inc.).
He began his accounting career at Price Waterhouse (now
PricewaterhouseCoopers).

"Mike is a seasoned financial executive, and he will be a great
addition to our organization," Mr. Wilson noted.  "Adding Mike to
our team will contribute to improved financial discipline in the
SFAE operation, and his outstanding financial and retail
background makes him well-suited to assume this important role."

Mr. Archbold added, "With its powerful brand, I see enormous
opportunity in the Saks Fifth Avenue business and look forward to
being a part of this high-caliber team."

Saks Incorporated operates Saks Fifth Avenue Enterprises, which
consists of 55 Saks Fifth Avenue stores, 50 Saks Off 5th stores,
and http://www.saks.com/The Company also operates its Saks
Department Store Group with 181 department stores under the names
of Parisian, Younkers, Herberger's, Carson Pirie Scott, Bergner's,
and Boston Store and 53 Club Libby Lu specialty stores.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2005,
Moody's Investors Service changed the direction of Saks Inc.
review to on review for possible upgrade from on review for
possible downgrade as a result of the company effectively curing
the defaults triggered by its failure to timely file its fiscal
year end financial statements, as well as its improved liquidity
as a result of a significant asset sale:

   * Corporate family of B2;

   * Senior unsecured debt guaranteed by operating
     subsidiaries of B2;

As reported in the Troubled Company Reporter on July 22, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Saks Inc. to 'B+' from 'CCC+' to
reflect the successful completion of a tender offer that reduced
debt by $585 million.  The ratings remain on CreditWatch with
developing implications.


SECURITIZED ASSET: Fitch Places BB+ Rating on $14MM Private Certs.
------------------------------------------------------------------
Securitized Asset Backed Receivables LLC, mortgage pass-through
certificates, series 2005-FR4 are rated by Fitch:

   The senior certificates are rated 'AAA':

     -- $387.2 million privately offered class A-1A;
     -- $428.8 million classes A-1B, A-2A, A-2B, A-2C, and A-3.

   In addition, Fitch rates:

     -- $93.9 million class M-1 'AA';
     -- $71.4 million class M-2 'A';
     -- $17.6 million class M-3 'A-';
     -- $18.7 million class B-1 'BBB+;
     -- $13.7 million class B-2 'BBB';
     -- $14.8 million class B-3 'BBB-';
     -- $13.7 million privately offered class B-4 'BB+'.

The 'AAA' rating on the offered and privately offered senior
certificates reflects the 25.70% total credit enhancement provided
by the 8.55% class M-1, the 6.50% class M-2, the 1.60% class M-3,
the 1.70% class B-1, the 1.25% class B-2, the 1.35% class B-3, the
1.25% privately offered class B-4, and overcollateralization.  The
initial and target OC is 3.50%.  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
Countrywide Home Loans Servicing LP (rated 'RPS1' by Fitch) as
servicer and Wells Fargo Bank, National Association as trustee.

The collateral pool consists of 6,074 fixed-rate and adjustable-
rate mortgages.  As of the closing date, the mortgage loans have
an aggregate balance of approximately $1.10 billion.  The weighted
average loan rate is approximately 7.215%, and the weighted
average remaining term to maturity is 353 months.  The average
principal balance of the mortgage loans as of the cut-off date is
approximately $180,813.  The weighted average original loan-to-
value ratio is 82.51%, and the weighted average borrower credit
score was 627.  The properties are primarily located in California
(31.45%), New York (10.29%), and Florida (9.16%).

All of the loans were originated or acquired by Fremont Investment
and Loan, a California state-chartered industrial bank
headquartered in Brea, California.  Fremont currently operates
five wholesale residential real estate loan production offices and
conducts business in 45 states.


SHOPKO STORES: Extending 9-1/4 Debt Tender Offer Until Oct. 18
--------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) extended its offer to purchase any
and all of its outstanding $100 million principal amount of 9-1/4%
Senior Notes due 2022 in connection with the previously announced
definitive merger agreement, as amended, that provides for the
acquisition of ShopKo by Badger Retail Holding, Inc., and Badger
Acquisition Corp., which are affiliates of Minneapolis-based
private equity firm Goldner Hawn Johnson & Morrison Incorporated.

The Offer, which was scheduled to expire on Sept. 29, 2005, will
now expire at 9:30 a.m., New York City time, on Tuesday, Oct. 18,
2005, the day after the special shareholders' meeting at which
ShopKo shareholders will vote on the proposal relating to the
amended merger agreement, unless further extended or earlier
terminated by ShopKo.  All other terms, provisions and conditions
of the Offer will remain in full force and effect.  The terms of
the Offer and Solicitation are described in the Offer to Purchase
and Consent Solicitation Statement dated June 30, 2005, as amended
by a Supplement dated Aug. 10, 2005.  ShopKo disclosed on Aug. 15,
2005, that it had received the requisite consents to amend the
indenture governing the Notes.  ShopKo executed the supplemental
indenture on Aug. 16, 2005, eliminating substantially all of the
restrictive covenants and certain events of default in the
indenture governing the Notes.  Copies of the Offer to Purchase
and Consent Solicitation Statement may be obtained from Global
Bondholder Services Corporation, the information agent for the
Offer, at (866) 736-2200 (US toll free) or (212) 430-3774
(collect).

ShopKo said it has been informed by the information agent that, as
of 5:00 p.m., New York City time, on Sept. 29, 2005, approximately
$94.0 million in aggregate principal amount of Notes had been
tendered in the Offer.  This amount represents approximately 94.0%
of the outstanding principal amount of the Notes.

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as the dealer managers for the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, the lead dealer manager, at (212) 847-5834 or
(888) 292-0070.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                         *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Moody's Investors Service placed the long-term debt ratings of
ShopKo Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only $30
million of the purchase price to be funded by equity.  The company
has received a commitment from Bank of America to provide $700
million in real estate financing and additional commitments from
Bank of America and Back Bay Capital Funding LLC to provide $415
million in senior debt financing.

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of ShopKo post
acquisition as well as the company's business strategy going
forward.

These ratings are placed on review for possible downgrade:

   * Senior implied of B1;
   * Issuer rating of B2; and
   * Senior unsecured notes due 2022 of B2.


SIERRA PACIFIC: Fitch Rates Senior Unsecured Debt at B+
-------------------------------------------------------
Fitch has assigned initial ratings to Sierra Pacific Resources and
its subsidiaries, Nevada Power Co. and Sierra Pacific Power Co.
The Rating Outlook is Stable.

   Sierra Pacific Resources

     -- Senior unsecured debt 'B+'.

   Nevada Power Co.

    -- First mortgage bonds 'BB+';
    -- General and refunding mortgage bonds 'BB+';
    -- Secured revolving bank facility rated 'BB+';
    -- Senior unsecured debt rated 'BB-';
    -- Trust preferred securities rated 'B+'.

   Sierra Pacific Power Co.

    -- First mortgage bonds 'BB+';
    -- General and refunding mortgage bonds 'BB+';
    -- Secured revolving bank facility rated 'BB+';
    -- Preferred stock rated 'B+'.

The ratings and Outlook of NPC and SPPC reflect adequate system
liquidity, the absence of near-term maturities, a historically
challenging regulatory environment in Nevada, exposure to the
wholesale energy markets, high capital spending needs, and
relatively weak but improving financial profiles.  In addition,
the utilities remain exposed to ongoing litigation.

The ratings of NPC and SPPC represent their individual credit
profiles and are not currently constrained by their parent's
ratings.  SRP's senior unsecured debt ratings reflect its
consolidated financial profile as well as the structural
subordination of SRP debt to that of its subsidiaries.  The Stable
Outlook also reflects the assumption that the utilities receive
reasonable rate treatment in future general and deferred energy
rate filings.

The contentious regulatory environment in Nevada that contributed
to the utility subsidiaries' financial distress in 2002-2003 has
significantly improved over the past two years.  Since early 2004,
NPC and SPPC have both benefited from favorable deferred energy
and general rate case rulings by the Public Utility Commission of
Nevada.

In stark contrast to the PUCN's 2002 and 2003 rulings, which
disallowed approximately $580 million in total deferred energy
costs primarily incurred during the western U.S. energy crisis,
recent rulings have provided for nearly full recovery of such
expenses.  Coordination between company management and regulators
on power and fuel supply procurement issues appears to have
improved substantially.  Regulatory decisions will remain critical
going forward as the utilities must consistently file for recovery
of capital investments and deferred energy costs.

Successful refinancings during 2004 and 2005 have largely
eliminated near-term debt maturities and reduced interest expense.
The next substantial debt maturity in the SRP system is at SPPC in
2008, when $320 million comes due.  Liquidity has also improved
materially over the past 18 months with the reduction of deferred
energy balances and the reestablishment of multiyear secured
revolving credit facilities in May 2004.  Because output from the
utilities' own generation portfolios is considerably short of
meeting their load requirements, and substantial amounts of power
must be purchased from the wholesale markets, high and volatile
power and gas prices subject NPC and SPPC to greater commodity
price exposure relative to other utilities.  To manage seasonal
working capital borrowings, NPC and SPPC currently have revolving
credit facilities of $350 million and $75 million, respectively.

Primary credit concerns include exposure to the wholesale power
and gas markets, regulatory risk associated with recovering the
utilities' deferred energy costs, ongoing litigation with Enron
Corp., and significant capital expenditure requirements over the
next several years.

To increase its generation portfolio and expand its transmission
and distribution system to meet high-growth electric demand, SPPC
and NPC, in particular, will need to incur significant capital
investments over the next five years, including approximately $650
million on two new generating facilities.  These investments
should spur significant earnings growth, but because these
anticipated expenditures will exceed internally generated cash,
the utilities will rely on external financing.  In Fitch's view,
an over-reliance on debt with insufficient amounts of equity to
support future capital expenditures would impair the company's
financial progress.

SRP and its utilities remain exposed to litigation with Enron
related to power supply contracts that were terminated during
2002.  Last year's district court's ruling was favorable for the
utilities and reduced the near-term risk of this dispute; however,
the ultimate outcome of this case is uncertain.  Under a 'worst-
case scenario' in the event of an adverse judgment and a failed
remarketing of bonds currently held in escrow, Enron could force
NPC and SPPC to pay Enron $276 million (this is net of $60 million
in cash already held in escrow).  Fitch notes that the company's
financial flexibility is much improved since 2003 and currently
believes it could successfully remarket the general and refunding
mortgage bonds being held in escrow, issue new debt, or utilize
its existing credit facilities to meet such obligations.

The unsecured debt at the parent level remains structurally
subordinated to the obligations of its subsidiaries.  Although the
holding company has improved liquidity and intends to hold $30
million in cash, the holding company relies on dividends from its
subsidiaries to meet its obligations, and limits have been put in
place by the PUCN, a court order, and certain mortgage bonds that
restrict the flow of these distributions to the parent.  Fitch
believes that permitted dividends will be sufficient to meet
parent needs over the next several years, but any further
deterioration of the subsidiaries' financial results would affect
parent cash flow.

Consolidated as well as unconsolidated credit metrics at SRP
remain weak and consistent with the 'B' rating category.  However,
these ratios have improved over the past several years and are
expected to further strengthen as the company recovers its
deferred energy costs and completes major construction projects.

Additionally, the company's capital structure is expected to
improve due to recent and anticipated conversions of hybrid
securities to common equity. Ratios at NPC currently appear weak
but this is, in part, due to debt associated with the purchase and
construction of the Lenzie plant.  As NPC adds its recent
generation, transmission, and distribution expenditures to rate
base and recovers its capital investments, credit metrics are
expected to improve over the next several years.  However, the
stronger ratios at NPC and SPPC would still be consistent with
senior unsecured debt ratings of 'BB'.

A positive rating action could result from further improvement in
credit metrics due to capital and deferred energy cost recovery,
the continuation of constructive rate orders by the PUCN, further
equity issuances or a significant reduction in system debt levels.
A negative rating action could result from an adverse outcome to
the ongoing Enron litigation, events restricting the parent's or
utilities' access to adequate liquidity, the disallowance of
significant deferred energy costs, or capital expenditures by
regulators or over-reliance on debt financings for substantial
construction expenditures.


SOUTHAVEN POWER: Court Denies Erie's Motion to Appoint a Committee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina denied Erie Power Technologies, Inc.'s request to direct
the U.S. Bankruptcy Administrator for the Western District of
North Carolina to appoint an Official Committee of Unsecured
Creditors in Southaven Power, LLC's chapter 11 case.  The Court
entered its order on Sept. 22, 2005.

Erie Power is one of the Debtor's unsecured creditors, holding a
$2,107,418 unsecured claim against the Debtor.

The Court's decision to deny Erie Power's request is based on the
report of the Bankruptcy Administrator and the Debtor's motion to
deny Erie's request.

On June 7, 2005, the Administrator filed a report informing the
Court that a Committee would not be formed because only Erie Power
and Centro Inc., another unsecured creditor, expressed an interest
in participating.

As previously reported in the Troubled Company Reporter on
Sept. 13, 2005, Southaven retorted that Erie's insistence for the
appointment of an official unsecured creditors' committee is a
thinly veiled effort to have the Debtor's estate pay its costs and
expenses as it pursues its own economic interests.

The Debtor recalled that during the first Court hearing to
consider approval of a post-petition financing facility, Erie's
counsel stated on record that the case "should be converted. We
don't really care.  So if that's their excuse, convert it." [June
9, 2005, Transcript, p. 20, lines 16-18].

Southaven asserted that Erie's motive defeats the true purpose of
appointing a representative committee of unsecured creditors.

What Erie would achieve, the Debtor contended, is to escalate
costs and expenses and disrupt what otherwise is a smooth chapter
11 process.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


STELCO INC: Files Updated Draft of Restructuring Plan
-----------------------------------------------------
Stelco Inc. (TSX:STE) filed an updated draft restructuring plan
with the Superior Court of Justice (Ontario) on Sept. 30, 2005.
Stelco had filed a draft plan on Sept. 20, 2005.  The Company has
worked since then to update and finalize terms of that draft.

The amendments contained in the updated draft plan filed include
refinements to the terms of the securities to be issued under the
plan and changes that are mainly technical in nature.  The
principal elements of the draft plan remain in place.

                    Restructuring Plan

Under the restructuring agreement, the Province will invest
$100 million towards an upfront contribution to the Company's
pension plans.  It has also agreed to a schedule of fixed annual
cash payments the Company will make into the plans through 2015.
This formula will replace section 5.1 of the Regulation under the
Pension Benefits Act.  In return, the Province and the Company
have agreed that Stelco will increase its proposed upfront
contribution to the pension plans to $400 million from the
$200 million contained in the Company's July plan outline.

The restructuring agreement with the Province is conditional on
the conclusion of a funding arrangement with Tricap Management
Limited to provide up to $450 million in new financing and on the
Company entering into a Memorandum of Agreement with each of USW
Locals 8782 and 5220.

                     Tricap Agreement

Stelco filed its restructuring agreement with Tricap Management in
the Ontario Court on Sept. 28.  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 today, Oct. 3, 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 tomorrow,
Oct. 4, 2005.


TERMOEMCALI FUNDING: 100% of Noteholders Tender 10.125% Sr. Notes
-----------------------------------------------------------------
TermoEmcali Funding Corp. disclosed that 100% of its outstanding
10.125% senior secured noted due 2014 have been tendered as of
Sept. 13, 2005.  The Company previously launched an offer to
exchange all outstanding notes, a consent solicitation and
solicitation of acceptance of a prepackaged plan of reorganization
on Aug. 11, 2005.

As reported in the Troubled Company Reporter on Aug. 30, 2005,
the Company's out-of-court restructuring consisted of an offer to
exchange each $1,000 of outstanding principal amount of 10-1/8%
Senior Secured Notes Due 2014 for $968.58 in principal amount of
new Restructured Senior Secured Notes Due 2019.  The Restructured
Notes will bear interest rates escalating from 6% per annum
effective as of the first day of the month in which the exchange
offer is effective to 10-1/8% per annum effective from July 1,
2009, plus $31.42 in Cash.  The payment recognizes that if $1,000
principal amount of Existing Senior Secured Notes had been
exchanged for $1,000 principal amount of Restructured Senior
Secured Notes on June 16, 2004, an additional $31.42 in principal
would have been amortized since that exchange is based on the
actual interest payments exceeding the interest that would have
been paid at the applicable restructured interest rates to the
holders of the Existing Senior Secured Notes since June 16, 2004.
The Restructured Senior Secured Notes are expected to have the
opportunity for principal prepayments, monthly installment
payments, and certain security that would not be available to the
Existing Senior Secured Notes.

                     Consent Solicitation

The financial restructuring also consisted of a consent
solicitation for the New Indenture, the New Common Agreement and
to amend, waive or terminate certain agreements or provisions
thereof, including, but not limited to, the Existing Indenture and
the Existing Common Agreement applicable to the Existing Senior
Secured Notes.  By validly tendering the Existing Senior Secured
Notes, noteholders will automatically be deemed to have:

        (a) given consent to the proposed amendments, waivers and
            terminations with respect to all of the Existing
            Senior Secured Notes tendered;

        (b) agreed to the exchange;

        (c) authorized and directed the Existing Indenture Trustee
            to execute the proposed amendments, waivers and
            terminations and to take such further necessary action
            to effectuate the exchange, including directing the
            Collateral Agent to execute the amendments, waivers
            and terminations and to take such further action
            necessary on its part to effectuate the exchange;

        (d) accepted the Prepackaged Plan and

        (e) accepted the releases.

The proposed amendments, waivers and terminations will become
operative only if the Exchange Offer closes.  Obtaining the
requisite consent of the holders of at least 94.5% of the
aggregate outstanding principal balance of the Existing Senior
Secured Notes is one of the conditions to the closing of the
Exchange Offer.

                    The Prepackaged Plan

The Claims held by holders of its Existing Senior Secured Notes
constitute the only impaired class under the Prepackaged Plan.  In
the event that less than 94.5% of the aggregate outstanding
principal balance of the Existing Senior Secured Notes are
tendered in connection with the Exchange Offer, but if the
Prepackaged Plan is accepted by holders of at least 66% of the
aggregate principal amount of the Existing Senior Secured Notes
who vote and who represent at least 50% of the total number of
beneficial holders of the Existing Senior Secured Notes who vote,
the Company may commence a voluntary case under Chapter 11 of the
Bankruptcy Code for purposes of effectuating the restructuring
through the Prepackaged Plan.

Deutsche Bank Trust Company Americas serves as the Indenture
Trustee for the Restructured Senior Secured Notes.

The Company and Emcali are parties to a 20-year power purchase
agreement pursuant to which the Company sold electric generating
capacity and energy to Emcali.  The Power Purchase Agreement has
been suspended pending the effectiveness of the exchange offer and
the issuance of notes payable by Emcali to TermoEmcali.  At such
time, the PPA is to be terminated.

Full-text copies of the Company's Offering Memorandum and
Disclosure Statement and related documents are available at no
charge at its exchange agent's website at
http://www.bondcom.com/termoemcalior at these addresses:

        Bondholder Communications Group -- New York
        Attn:  Trina Caliveri
        30 Broad Street, 46th Floor
        New York, NY  10004
        Telephone:  (212) 809-2663
        Fax:  (212) 437-8727
        E-mail:   tcaliveri@bondcom.com

        Bondholder Communications Group -- London
        Attn:  Trina Caliveri
        3rd Floor, Prince Rupert House
        64 Queen Street
        London, EC4R 1AD
        Telephone:  +44 20 7236 0788
        Fax:  +44 20 7236 0779
        E-mail:  tcaliveri@bondcom.com

TermoEmcali Funding Corp. was formed to develop, construct, own
and operate a natural gas-fired electric power generation
facility, which is located near Cali, Colombia.  The Company is
owned by Leaseco, Cauca Valley Holdings Ltd., TermoEmcali Holdings
Ltd., Emcali E.I.C.E. E.S.P., and Inversiones Inca S.A.  Leaseco,
a Cayman Islands company, is owned and controlled by Cauca Valley
and Holdings, both of which are Cayman Islands companies.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 28, 2005, the 'D' rating on TermoEmcali Funding Corp.'s
US$165 million senior secured notes due 2014 reflects the
Colombian company's failure to make its September 2004 debt-
service payment.  Since then, the project-financed entity also
failed to make its debt-service payments through June 2005.


TOUCH AMERICA: Plan Trustee Has Until Jan. 5 to Object to Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Brent
C. Williams, the Plan Trustee appointed under the Liquidating
Trust established pursuant to the confirmed Amended Chapter 11
Plan of Liquidating of the Touch America Holdings, Inc., and its
debtor-affiliates, a further extension, until Jan. 5, 2006, to
object to proofs of claim filed against the Debtors' estates.

The Court confirmed the Debtors' Amended Chapter 11 Liquidating
Plan on Oct. 6, 2004, and the Plan took effect on Oct. 19, 2004.

Mr. Williams gave the Court four reasons in support of the
extension:

   1) hundreds of claims still need to be thoroughly reviewed and
      evaluated and the extension will give him more time for
      research and discussion with the claimants;

   2) he is continuing to negotiate and consensually resolve many
      disputed claims and the extension will reduce the expenses
      of claims administration and conserve the Court's time for
      disputed claims and objections that will ultimately require
      the Court's intervention;

   3) the extension will ensure that all claims are properly
      reviewed and evaluated and all disputed claims have been
      resolved or are the subject of a proper objection; and

   4) he is working diligently to evaluate and reconcile remaining
      claims in a timely and efficient manner and is prosecuting
      the claims objections as warranted.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan on Oct. 6, 2004, and
the Plan took effect on Oct. 19, 2004.  Brent C. Williams is the
Plan Trustee pursuant to the confirmed Plan.  C. MacNeil Mitchell,
Esq., at Winston & Strawn LLP and Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor LLP represents the Plan Trustee.


TOUCH AMERICA: Plan Trustee Wants Until Feb. 1 to Decide on Leases
------------------------------------------------------------------
Brent C. Williams, the Plan Trustee appointed under the
Liquidating Trust established pursuant to the confirmed Amended
Liquidating Plan of Reorganization of the Touch America Holdings,
Inc., and its debtor-affiliates, ask U.S. Bankruptcy Court for the
District of Delaware to further extend, until Feb. 1, 2006, the
period within which he can elect to assume, assume and assign, or
reject the Debtors' unexpired nonresidential real property leases.

Mr. Williams explains that the current deadline by which he can
assume or reject the Debtor's unexpired leases expired on
Oct. 1, 2005.  Although he believes that there may or may not be
any remaining unexpired leases of the Debtors, he is seeking the
extension out of an abundance of caution on his part and for the
interest of the Debtors' estates.

The requested extension will ensure that Mr. Williams will be able
to comply with any outstanding obligations to assume and assign an
executory contract that any party might seek to characterize as an
unexpired lease.

The Court will convene a hearing at 11:00 a.m., on Oct. 20, 2005,
to consider Mr. Williams request.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan on Oct. 6, 2004, and
the Plan took effect on Oct. 19, 2004.  Brent C. Williams is the
Plan Trustee pursuant to the confirmed Plan.  C. MacNeil Mitchell,
Esq., at Winston & Strawn LLP and Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor LLP represents the Plan Trustee.


TRINSIC INC: Converts Preferred Stock to Common Stock at $2/Share
-----------------------------------------------------------------
Trinsic, Inc., (NASDAQ/SC: TRNCD) said that on September 30, 2005,
all of the outstanding shares of its Series H Convertible
Preferred Stock, having a liquidation preference of approximately
$24 million, will convert into common stock at conversion price of
$2.00 per share.

The Series H Preferred Stock is held entirely by The 1818 Fund
III, L.P., an investment fund managed by Brown Brothers Harriman
and Co. and Trinsic's largest shareholder.  The terms of the
Series H Preferred Stock provide that the stock is mandatorily
convertible into common stock upon the later to occur of:

    (a) September 30, 2005, or

    (b) the approval of the transaction by Trinsic's shareholders.

The transaction was approved by Trinsic's shareholders on
September 23, 2005.  The terms further provide that liquidation
preference of the Series H Preferred Stock will convert into
shares of Trinsic's common stock at a conversion price equal to
$3.90 per share (post reverse split); provided, however, that if
on or prior to September 29, 2005, Trinsic shall not have entered
into a definitive agreement to acquire no less than 150,000 UNE-P
subscriber lines (tested as of September 29, 2005), then the
conversion price shall reduce to $2.00 per share (post reverse
split).  Although, Trinsic recently announced a letter of intent
to acquire up to 181,000 lines from Sprint, a definitive agreement
was not executed before the deadline.  According to the Company,
negotiations to acquire those lines are continuing and, moreover,
the Company is exploring other opportunities to acquire lines and
to otherwise realign its current subscriber base consistent with
its strategy of focusing on certain territories.  Trinsic effected
a 1 for 10 reverse stock split on September 26, 2005.

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and
businesses enhanced wire line and IP telephony services.  All
Trinsic products include proprietary services, such as Web-
accessible, voice-activated calling and messaging features that
are designed to meet customers' communications needs intelligently
and intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic changed its name from Z-Tel Technologies, Inc. on Jan. 3,
2005.

At June 30, 2005, Trinsic, Inc.'s balance sheet showed a
$20,991,000, stockholders' deficit, compared to a $21,082,000,
deficit at Dec. 31, 2004.


TRUST ADVISORS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trust Advisors Stable Value Plus Fund
        1 Thorndale Circle
        Darien, Connecticut 06820

Bankruptcy Case No.: 05-51353

Chapter 11 Petition Date: September 30, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Scott D. Rosen, Esq.
                  Cohn Birnbaum & Shea P.C.
                  100 Pearl Street, 12th Floor
                  Hartford, Connecticut 06103-4500
                  Tel: (860) 493-2200
                  Fax: (860) 727-0361

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
McDermott Will & Emery LLP    Legal fess                 $15,014
227 West Monroe
Chicago, IL 60606-5096

Schwartz & Hofflich LLP       Accounting fees            $15,000
Attn: Barry Newman
37 North Avenue
Norwalk, CT 06851

AIG Financial Products Corp.                             Unknown
Attn: Jonathan Fraade
50 Danbury Road
Wilton, CT 06897

Alpha Technologies Group Inc                             Unknown
115 Campbell Street
Geneva, IL 60134

Bank of America                                          Unknown
Attn: Mei-Ling Portugues
600 Montgomery Street
San Francisco, CA 94111

Heller Ehrman LLP             Legal fees                 Unknown
Attn: Margaret M. Mann, Esq.
4350 LaJolla Village Drive
7th Floor
San Diego, CA 92122


UNITED RENTALS: Moody's Confirms Corporate Family Rating at B2
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of United Rentals
(North America) Inc. and its related entities; Corporate Family
Rating at B2 and Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative. T he confirmation concludes a review
for possible downgrade that was initiated on July 14, 2005 related
to risks associated with ongoing accounting investigations at the
company.

Subsequently, United Rentals has announced the completion of a
consent solicitation with bondholders that allows the company
until March 31, 2006 to resolve its internal accounting
investigations and bring all financial reporting with the
Securities and Exchange Commission current.  The rating
confirmation recognizes that near term risk of acceleration of the
company's debt structure has been eliminated by the waivers
provided by bondholders under the consent solicitations.

However, in maintaining the negative outlook, Moody's acknowledges
that absent further waivers from lenders or ultimate resolution of
the accounting investigation and filing of financial statements,
the company could face renewed risk of debt acceleration within
the next six months.

The B2 rating is positioned to reflect Moody's belief that despite
risks to the company's capital structure and liquidity profile
posed by issues related to the accounting investigations, United
Rentals' overall business profile remains sound.  The market for
equipment rental has benefited from favorable economic trends, and
United Rentals' broad market presence enables it to benefit from
these trends.  Summary financial information disclosed by the
company, while subject to revision under the accounting
investigation, indicates that revenue, earnings and cash flow
performance remains sound.

Nevertheless, the company's inability to file financial statements
could have permitted bondholders to declare technical defaults and
potentially accelerate the debt.  Moody's believes that the
consent solicitation brings important stability to the company's
capital structure and liquidity profile as it works to resolve the
internal accounting matters.  It is also noted that until the
company's regulatory financial reporting requirements are brought
current, some additional transparency into the company's
performance will be provided under a condition in the agreement
with bondholders that requires the company to file monthly Form 8K
disclosing certain information about the status of its operations.

The SGL-3 Speculative Grade Liquidity rating reflects Moody's
belief that despite the indication of favorable operating
performance, the company's ability to maintain an adequate
liquidity profile over the next 12 months is contingent on its
ability to resolve its current financial reporting delinquencies.
Financial information published by the company indicates that cash
flow from operations should be adequate to fund near term
operating requirements and that the company remains in compliance
with financial covenants in its bank agreements.

Moreover, the company continues to maintain considerable balance
sheet liquidity with approximately $250 of reported cash as of
June 30, 2005.  The company currently maintains access to its bank
credit facility (approximately $450 million available under a $650
million facility) by virtue of financial reporting waivers granted
through December 31, 2005 and a $200 million accounts receivable
securitization facility maturing September 2009.  Nevertheless,
absent the company's ability to bring its financial reporting
current, further bank waivers would be required to maintain
availability of the facility.

The negative rating outlook recognizes that the waivers granted
under the consent solicitation last through March 31, 2006 and
that similar waivers granted by the company's bank lenders only
last through December 31, 2005.  Unless United Rentals makes
significant near term progress in resolving its accounting
investigation and bringing its financial reporting current, the
company could face renewed financial risks and the rating could be
further downgraded.  The negative outlook also considers other
associated factors, including:

   * the company's need to resolve a pending SEC inquiry;

   * potential material weaknesses in internal controls and
     accounting practices based on Section 404 of the
     Sarbanes Oxley Act;

   * pending shareholder litigation; and

   * the need to complete a search for a permanent Chief Financial
     Officer.

Factors which could contribute to a stabilization of United
Rentals' outlook include:

   * bringing all financial statements current;

   * demonstrating continued favorable operating trends once the
     accounting investigations are completed;

   * preserving a sound liquidity profile;

   * clearing the SEC inquiry and any pending shareholder
     litigation; and

   * demonstrating progress in implementing adequate internal
     accounting and control procedures.

Factors which might result in further downgrading of the company's
ratings include:

   * further delays in filing its financial statements
     particularly if further waivers from lenders or bondholders
     were likely to be needed;

   * any erosion of the company's liquidity profile;

   * any restatements that demonstrated a material weakening of
     the company's financial metrics;

   * any broadening or extension of the SEC inquiry; or

   * any evidence of erosion in the company's financial
     performance.

United Rentals, headquartered in Greenwich, Connecticut, is the
world's largest equipment rental company.  The company also sells
new and used equipment and contractor supplies.


VENTURE HOLDINGS: Grand Jury Probes Accounting Practices for Fraud
------------------------------------------------------------------
The Associated Press reports that a federal grand jury is
investigating the accounting practices of bankrupt automotive
supplier Venture Holdings LLC and its former owner Larry Winget.

The Honorable Paul D. Borman of the U.S. District Court for the
Eastern District of Michigan ordered for the creation of a team to
review legal papers and electronic documents left behind by Mr.
Winget after he resigned from the Company two years ago.

Judge Borman and the team will decide whether those documents can
be kept from the grand jury under the attorney-client protection
privilege.  Mr. Winget told the Detroit Press that some of those
documents are privileged.

The grand jury's investigation seeks to determine if Mr. Winget
embezzled $314 million from the Company and filed false reports of
the company's finances to misled the investors and the Securities
and Exchange Commission.

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).
As of March 31, 2002, the Debtors had total assets of
$1,459,834,000 and total debts of $1,382,369,000.  Venture's
prepetition lenders acquired Venture's assets during the chapter
11 proceeding.  John A. Karaczynski, Esq., and Robert M. Aronson,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Creditors' Committee.


WCI COMMUNITIES: Issues $100 Million Junior Subordinated Notes
--------------------------------------------------------------
WCI Communities, Inc. (NYSE:WCI) increased its available capital
by $325 million through the issuance of $100 million of junior
subordinated debt and $225 million in changes to its two existing
revolving credit facilities.

On Sept. 28, 2005, WCI issued $100 million of Junior Subordinated
Notes, due 2035 to U.S. Investors in reliance on Rule 144A as
amended and to certain non-U.S. Investors.  The interest rate on
the Junior Subordinated Notes will be fixed at 7.25% for the first
ten years and will float at Libor plus 2.5% thereafter.

The Junior Subordinated Notes have not been 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.

On Sept. 22, 2005, WCI increased its revolving construction loan
facility from $290 million to $390 million.  The facility is used
for the financing of tower construction and the increased capacity
will accommodate the expansion of WCI's tower construction
activities, including new towers planned for outside the state of
Florida.  The facility is led by Wachovia Securities as Lead
Arranger, Syndication Agent, and Administrative Agent and Banc of
America Securities, as Co-lead Arranger.

On Sept. 27, 2005, WCI increased its unsecured revolving facility
to $875 million from $750 million.  The facility contains an
accordion feature under which the aggregate commitment can be
increased to $1 billion should the company elect to bring
additional participants and commitments into the facility.  The
facility is led by Banc of America as Lead Arranger and
Administrative Agent, Wachovia Bank as Co-Lead Arranger and
Syndication Agent, and JP Morgan Chase Bank, N.A., The Royal Bank
of Scotland plc, and KeyBank N.A. as Co-Documentation Agents.
Twenty-one other lenders are also participating in the credit
facility.

"We are very pleased to announce this increase in our borrowing
capacity, which increases our financial flexibility," stated Jim
Dietz, WCI's Chief Financial Officer.  "We appreciate the
continued confidence and commitment of our bank group and look
forward to the many achievements that lie ahead for our company.
These additional sources of capital are not expected to increase
our debt to capital in future periods as we continue to grow our
business."

WCI Communities, Inc. -- http://www.wcicommunities.com/-- named
America's Best Builder in 2004 by the National Association of Home
Builders and Builder Magazine, has been creating amenity-rich,
master-planned lifestyle communities since 1946. Florida-based WCI
caters to primary, retirement, and second-home buyers in Florida,
New York, New Jersey, Connecticut, Maryland, and Virginia. The
Company offers traditional and tower home choices with prices from
the high-$100,000s to more than $10 million and features a wide
array of recreational amenities in its communities. In addition to
homebuilding, WCI generates revenues from its Prudential Florida
WCI Realty Division, its mortgage and title businesses, and its
amenities, as well as through land sales and joint ventures. The
Company currently owns and controls developable land of over
17,000 acres.

                        *     *     *

WCI Communities' 3% contingent convertible senior subordinated
notes due 2023 carry Moody's Investors Service's Ba3 rating and
Standard & Poor's B+ rating.


WELLS FARGO: Fitch Puts BB Rating on $1 Million of Certificates
---------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-8, are
rated by Fitch Ratings:

     -- $480,075,738 classes A-1, A-2, A-PO, and A-R 'AAA' (senior
        certificates);

     -- $12,752,000 class B-1 'AA';

     -- $2,751,000 class B-2 'A';

     -- $1,750,000 class B-3 'BBB';

     -- $1,000,000 class B-4 'BB';

     -- $750,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.00%
subordination provided by the 2.55% class B-1, the 0.55% 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 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. ([WFB]; rated 'RPS1' by
Fitch).

The transaction consists of one group of 1,049 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 $500,079,806 as
of Sept. 1, 2005 (the cut-off date) and the average principal
balance is $476,721.

The weighted average original loan-to-value ratio of the loan pool
is approximately 70.34%; 0.91% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
5.819%, and the weighted average FICO score is 746.  Cash-out and
rate/term refinance loans represent 30.54% and 17.59% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California (42.18%), Virginia
(7.83%), and Maryland (6.52%).  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,
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/

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 Puts Low-B Ratings on Three Cert. Classes
------------------------------------------------------------
Fitch has rated the Wells Fargo Home Equity Asset-Backed
Securities 2005-2 Trust:

     -- $715.5 million classes AI-1A, AI-1B, AII-1, AII-2, and
        AII-3 'AAA';

     -- $22.7 million class M1 'AA+';

     -- $15.7 million class M2 'AA+';

     -- $15.3 million class M3 'AA';

     -- $14.9 million class M4 'AA';

     -- $9.2 million class M5 'AA-';

     -- $13.5 million class M6 'A+';

     -- $9.6 million class M7 'A';

     -- $7.4 million class M8 'A-';

     -- $8.7 million class M9 'BBB+';

     -- $8.7 million class M10 'BBB';

     -- $6.1 million class M11 'BBB-';

     -- $8.7 million class M12 'BB+';

     -- $7.4 million class M13 'BB'.

The 'AAA' rating on the senior certificates reflects the 18.10%
total credit enhancement provided by the 2.60% class M1, the 1.80%
class M2, the 1.75% class M3, the 1.70% class M4, the 1.05% class
M5, the 1.55% class M6, the 1.10% class M7, the 0.85% class M8,
the 1.00% class M9, the 1.00% class M10, the 0.70% class M11, the
1.00% class M12, the 0.85% class M13, and the 1.15% 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.  HSBC Bank
USA, National Association is the trustee.

The certificates are supported by two collateral groups.  The
first group consists of first lien adjustable-rate and fixed-rate
mortgage loans with principal balances that conform to Freddie Mac
guidelines.  The mortgage balance as of the cut-off date was
$458,055,727.  Approximately 13.3% of the mortgage loans are
fixed-rate mortgage loans and 86.7% are adjustable-rate mortgage
loans.  The weighted average loan rate is approximately 6.999%.
The weighted average remaining term to maturity is 351 months.
The average principal balance of the loans is approximately
$135,760.  The weighted average original loan-to-value ratio is
78.1%.  The properties are primarily located in California
(14.59%), Arizona (6.17 %), and Maryland (6.13%).

The second group consists of first lien adjustable-rate and fixed-
rate mortgage loans with principal balances that may or may not
conform to Freddie Mac guidelines.  The mortgage balance as of the
cut-off date was $415,632,154. Approximately 7.0% of the mortgage
loans are fixed-rate mortgage loans, and 93.0% are adjustable-rate
mortgage loans.  The weighted average loan rate is approximately
6.877%.  The weighted average remaining term to maturity is 354
months.  The average principal balance of the loans is
approximately $228,998.  The weighted average original loan-to-
value ratio is 81.6%.  The properties are primarily located in
California (27.03%), Maryland (7.49%), and Virginia (6.01%).

Wells Fargo Home Mortgage, Inc. assigned to the trust fund loan-
level primary mortgage insurance policies.  88.40% of the mortgage
loans with OLTVs greater than 80% are covered.

All of the mortgage loans were purchased by Wells Fargo Asset
Securities Corporation, acting as the depositor, from Wells Fargo
Home Mortgage, 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.


WINN-DIXIE: Court Keeps Equity Panel Disbandment Motion Secret
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 22, 2005,
Felicia S. Turner, the United States Trustee for Region 21,
appointed five shareholders to serve on the Official Committee of
Equity Security Holders in Winn-Dixie Stores, Inc., and its
debtor-affiliates' chapter 11 cases.

                  Creditors' Committee Objects

As reported in the Troubled Company Reporter on Sept. 9, 2005, the
Official Committee of Unsecured Creditors wants the Bankruptcy
Court to direct the U.S. Trustee to disband the Equity Committee.

Patrick P. Patangan, Esq., at Akerman Senterfitt, in
Jacksonville, Florida, discloses that the Disbandment Motion is
based on and cites extensively financial and commercial
information relating to the Debtors' businesses and
reorganization strategy that may be deemed confidential.  The
Debtors have asked the Creditors Committee to file the
Disbandment Motion under seal to protect the Confidential
Information.

Section 107(b) of the Bankruptcy Code provides bankruptcy courts
with the power to issue orders that will protect entities from
potential harm that may result from the disclosure of
confidential information.

                    U.S. Trustee Responds

Section 107(a) of the Bankruptcy Code provides that, "[e]xcept as
provided in subsection (b) of this section, a paper filed in a
case under this title and the dockets of a bankruptcy court are
public records and open to examination by an entity at reasonable
times without charge."  This provision of the Bankruptcy Code
codifies the public's right of access to information which is the
basis of judicial determinations, Felicia S. Turner, the United
States Trustee for Region 21, asserts.

According to the U.S. Trustee, courts have zealously upheld the
public's right to access and narrowly construed the exceptions.

The U.S. Trustee argues that the request of the Official
Committee of Unsecured Creditors should not be granted without a
clear showing that the information sought to be protected falls
within the specific exception set forth in Section 107(b) of the
Bankruptcy.  Furthermore, the information to be protected should
clearly show that it is commercial information of a nature that
would provide the Debtors' competitors with an unfair advantage,
the U.S. Trustee adds.

                        Court Ruling

Judge Funk rules that the Disbandment Motion and any responsive
pleadings are to be filed under seal and kept out of the public
record.

Judge Funk clarifies that the limited recipients to the pleadings
will include, in addition to the parties already identified, the
staff of the Securities and Exchange Committee as well as counsel
for the Ad Hoc Committee of Retirees but will not include
individual members of the Retirees Committee.

            Shareholder Equity Falls Below Zero

As reported in Saturday's edition of the Troubled Company
Reporter, Winn-Dixie reported a $164 million loss for the four-
week period ending August 24, 2005.  As a result, Winn-Dixie's
balance sheet dated August 25, 2005, show that the grocer's
liabilities exceed its assets by $117 million, suggesting no
residual value for current shareholders at the conclusion of Winn-
Dixie's chapter 11 restructuring.

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: Equity Committee Wants Paul Hastings as Legal Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders seeks authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to retain Paul, Hastings, Janofsky & Walker, LLP, as its legal
counsel.

As counsel, Paul Hastings will:

    a. advise the Equity Committee with respect to its rights,
       powers and duties in the Debtors' Chapter 11 cases;

    b. assist the Equity Committee in analyzing its claims and
       interests and in negotiating with creditors and the
       Debtors;

    c. assist the Equity Committee in its analysis of, and
       negotiations with, the Debtors or any third parties
       concerning matters related thereto, among other things, the
       terms of any Chapter 11 plan of reorganization or
       liquidation;

    d. assist and advise the Equity Committee with respect to its
       communications with the general equity body regarding
       significant matters in the Debtors' Chapter 11 cases;

    e. review, analyze and advise the Equity Committee with
       respect to documents filed with the Court, and make
       appearances, as necessary;

    f. assist the Equity Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Equity Committee's interest and objectives, and make
       appearances, as necessary; and

    g. perform other legal services as may be required and are
       deemed to be in the interests of the Equity Committee in
       accordance with the Equity Committee's powers and duties.

The Equity Committee clarifies that the firm's representation
does not extend to representations of any equity security holder
on an individual basis or to the representation of any Equity
Committee member on an individual basis.

Paul Hastings was one of several firms interviewed by the Equity
Committee.  According to the Equity Committee, Paul Hasting was
selected because of the firm's established experience in
representing secured and unsecured creditors, acquirers and other
parties-in-interest in contentious and consensual Chapter 11
cases, workouts and restructurings, and other matters relating to
financially distressed companies.

The Equity Committee believes that Paul Hastings is both well
qualified and uniquely able to represent it in the Debtors'
Chapter 11 cases in an efficient and timely manner.

The Paul Hasting attorneys expected to be most active in the
Debtors' Chapter 11 cases and their current hourly rates are:

    James D. Wareham              Litigation, Partner    $675
    Thomas R. Pollock             Corporate, Partner     $675
    Jesse H. Austin, III          Corporate, Partner     $680
    Karol K. Denniston            Corporate, Partner     $505
    Ann M. Miller                 Corporate, Associate   $400
    Carolyn C. Chayavadhanangkur  Corporate, Associate   $340
    Toronda M. Silas              Corporate, Associate   $260

Karol K. Denniston, Esq., a member of the firm, discloses that
Paul Hastings in the past has rendered legal services to Brand
Investment Partners, LP, which is an equity security holder in
Winn-Dixie Stores, Inc.  Greg Rippel, a member of the Equity
Committee, is affiliated with Brandes.  However, Ms. Denniston
assures the Court that the firm has not represented Brandes with
respect to general partnership matters for several years.  Paul
Hastings currently represents the Brandes Investment Trust, a
separate legal entity.

                    Creditors Committee Responds

The Official Committee of Unsecured Creditors asserts that the
approval of employment of any professional for the Equity
Committee is premature at this point in time.

Patrick P. Patangan, Esq., Akerman Senterfitt, in Jacksonville,
Florida, relates that the Creditors Committee's motion to disband
the Equity Committee is still pending and scheduled for hearing
on Nov. 16, 2005.  Thus, if the Disbandment Motion will be
granted, the selection of professionals by the Equity Committee
would logically be rendered moot.

To prevent unnecessary depletion of estate resources, the
Creditors Committee asks the Court to postpone the consideration
of the Equity's application to retain Paul Hasting pending the
resolution of the Disbandment Motion.

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: Wants to Reject Seven Kentucky Leases
-------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject seven unexpired non-residential real property leases and
the related subleases under them:

Store No. Location          Landlord            Subtenant
--------- --------          --------            ---------
   1617    Leitchfield, KY   Kentucky Teachers   E.W. James, Inc.
                             Retirement System

   1630    Hopkinsville, KY  Wiggs Realty Co.    E.W. James, Inc.
                             of Kentucky

   1632    Lexington, KY     Kentucky Teachers   E.W. James, Inc.
                             Retirement System

   1652    Lexington, KY     Webb/Lexington      E.W. James, Inc.
                             Ventures No. 108

   1657    Glasgow, KY       RP Baren River, LLC E.W. James, Inc.

   1665    Princeton, KY     Bennett M. Lifter,  E.W. James, Inc.
                             Trustee

   1698    Bowling Green, KY PAJ                 E.W. James, Inc.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that pursuant to the Subleases, E.W. James pays
rent to the Debtors that is substantially less than the rent the
Debtors must pay to the Landlords under the Leases.  The Debtors,
Mr. Baker continues, have subsidized the difference and
consequently, have been losing $1,506,252 annually.

To minimize the potential claims that E.W. James may assert
against the estate and to terminate the Debtors' monthly economic
loss, the Debtors and E.W. James have entered into an agreement
that provides that the Debtors will reject the Subleases on the
applicable Termination Date, the parties will enter into mutual
releases, and E.W. James will release to the Debtors $722,777
that is now in rent subsidy escrow.  The releases and payment of
the escrow will be effective upon the date of the last rejection
of the Leases and Subleases.

In this regard, the Debtors ask the Court to approve their
Settlement Agreement with E.W. James.

"The rejection of the Leases and Subleases will save the Debtors'
estates costs incurred with respect to administrative expenses,
including rent, taxes, insurance premiums, and other charges
under the Leases," Mr. Baker says.

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).


* BOND PRICING: For the week of Sept. 26 - Sept. 30, 2005
---------------------------------------------------------
Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
AHI-DFLT 07/05                         8.625%  10/01/07    55
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    28
Amer Color Graph                      10.000%  06/15/10    73
Amer Comm LLC                         11.250%  01/01/08    24
Amer & Forgn PWR                       5.000%  03/01/30    75
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.377%  05/23/19    70
American Airline                       7.379%  05/23/16    70
American Airline                       8.390%  01/02/17    72
American Airline                       8.800%  09/16/15    65
American Airline                      10.850%  03/15/09    65
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              4.500%  02/15/24    69
AMR Corp.                              9.000%  08/01/12    70
AMR Corp.                              9.000%  09/15/16    68
AMR Corp.                              9.750%  08/15/21    55
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    56
AMR Corp.                             10.000%  04/15/21    58
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    58
AMR Corp.                             10.200%  03/15/20    66
AMR Corp.                             10.550%  03/12/21    63
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    64
Anvil Knitwear                        10.875%  03/15/07    54
Apple South Inc.                       9.750%  06/01/06     3
Armstrong World                        6.350%  08/15/03    74
Armstrong World                        6.500%  08/15/05    74
Asarco Inc.                            7.875%  04/15/13    56
Asarco Inc.                            8.500%  05/01/25    58
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    15
Atlantic Coast                         6.000%  02/15/34     7
Autocam Corp.                         10.875%  06/15/14    67
Bank New England                       8.750%  04/01/99     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    60
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    55
Calpine Corp.                          7.750%  04/15/09    53
Calpine Corp.                          7.875%  04/01/08    60
Calpine Corp.                          8.500%  07/15/10    71
Calpine Corp.                          8.500%  02/15/11    53
Calpine Corp.                          8.625%  08/15/10    52
Calpine Corp.                          8.750%  07/15/13    64
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    72
Cell Therapeutic                       5.750%  06/15/08    73
Cell Therapeutic                       5.750%  06/15/08    63
Cellstar Corp.                        12.000%  01/15/07    72
Cendant Corp                           4.890%  08/17/06    50
Charter Comm HLD                      10.000%  05/15/11    73
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    41
Comcast Corp.                          2.000%  10/15/29    41
Conseco Inc.                           9.000%  10/15/06     0
Contl Airlines                         5.000%  06/15/23    72
Contl Airlines                         8.312%  04/02/11    72
Constar Intl                          11.000%  12/01/12    62
Cons Container                        10.125%  07/15/09    67
Covad Communication                    3.000%  03/15/24    64
Cray Inc.                              3.000%  12/01/24    56
Cray Research                          6.125%  02/01/11    40
Curative Health                       10.750%  05/01/11    70
DAL-DFLT09/05                          9.000%  05/15/16    18
Delco Remy Intl                        9.375%  04/15/12    57
Delco Remy Intl                       11.000%  05/01/09    65
Delta Air Lines                        2.875%  02/18/24    15
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    42
Delta Air Lines                        7.700%  12/15/05    18
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.779%  11/18/05    51
Delta Air Lines                        7.779%  01/02/12    58
Delta Air Lines                        7.900%  12/15/09    18
Delta Air Lines                        7.920%  11/18/10    70
Delta Air Lines                        8.000%  06/03/23    17
Delta Air Lines                        8.270%  09/23/07    40
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    44
Delta Air Lines                        9.250%  03/15/22    18
Delta Air Lines                        9.320%  01/02/09    49
Delta Air Lines                        9.375%  09/11/07    47
Delta Air Lines                        9.590%  01/02/17    40
Delta Air Lines                        9.750%  05/15/21    17
Delta Air Lines                        9.875%  04/30/08    47
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/09    46
Delta Air Lines                       10.000%  06/01/10    37
Delta Air Lines                       10.000%  06/01/10    13
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    19
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    15
Delta Air Lines                       10.375%  12/15/22    16
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.500%  04/30/16    49
Delta Air Lines                       10.790%  03/26/14    19
Delphi Auto Syst                       6.197%  11/15/33    66
Delphi Auto Syst                       7.125%  05/01/29    61
Delphi Corp                            6.500%  08/15/13    65
Delphi Trust II                        6.197%  11/15/33    27
Duane Reade Inc.                       9.750%  08/01/11    75
Dura Operating                         9.000%  05/01/09    69
Edison Brothers                       11.000%  09/26/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    74
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    67
Exodus Comm. Inc.                      5.250%  02/15/08     0
Falcon Products                       11.375%  06/15/09     0
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North AM                       9.875%  03/01/14    73
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    29
Federated Group                        7.500%  04/15/10     1
Fibermark Inc.                         10.750% 04/15/11    74
Finova Group                           7.500%  11/15/09    40
FMXIQ-DFLT09/05                       13.500%  08/15/05     7
Foamex L.P.                            9.875%  06/15/07     8
Ford Motor Co.                         6.625%  02/15/28    75
Ford Motor Co.                         7.400%  11/01/46    71
Ford Motor Co.                         7.700%  05/15/97    72
Ford Motor Co.                         7.750%  06/15/43    71
Ford Motor Cred                        6.000%  11/20/14    74
Ford Motor Cred                        6.050%  12/22/14    75
Ford Motor Cred                        7.500%  08/20/32    70
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    71
Gateway Inc.                           2.000%  12/31/11    67
General Motors                         7.400%  09/01/25    70
GMAC                                   5.250%  01/15/14    68
GMAC                                   5.350%  01/15/14    69
GMAC                                   5.700%  10/15/13    70
GMAC                                   5.700%  12/15/13    72
GMAC                                   5.750%  01/15/14    71
GMAC                                   5.900%  12/15/13    74
GMAC                                   5.900%  12/15/13    73
GMAC                                   5.900%  01/15/19    65
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  02/15/19    64
GMAC                                   5.900%  10/15/19    63
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  02/15/19    65
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  03/15/19    65
GMAC                                   6.000%  03/15/19    63
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  04/15/19    65
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.050%  08/15/19    66
GMAC                                   6.050%  08/15/19    69
GMAC                                   6.050%  10/15/19    67
GMAC                                   6.100%  11/15/13    73
GMAC                                   6.100%  09/15/19    72
GMAC                                   6.125%  10/15/19    69
GMAC                                   6.150%  08/15/19    64
GMAC                                   6.150%  10/15/19    64
GMAC                                   6.200%  04/15/19    67
GMAC                                   6.250%  12/15/18    74
GMAC                                   6.250%  12/15/18    70
GMAC                                   6.250%  01/15/19    69
GMAC                                   6.250%  04/15/19    70
GMAC                                   6.250%  05/15/19    64
GMAC                                   6.250%  07/15/19    68
GMAC                                   6.300%  10/15/13    74
GMAC                                   6.300%  08/15/19    69
GMAC                                   6.300%  08/15/19    68
GMAC                                   6.350%  04/15/19    69
GMAC                                   6.350%  07/15/19    72
GMAC                                   6.350%  07/15/19    67
GMAC                                   6.400%  12/15/18    69
GMAC                                   6.400%  11/15/19    69
GMAC                                   6.400%  15/15/19    74
GMAC                                   6.500%  06/15/18    71
GMAC                                   6.500%  11/15/18    71
GMAC                                   6.500%  12/15/18    74
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.500%  05/15/19    70
GMAC                                   6.500%  02/15/20    68
GMAC                                   6.550%  12/15/19    70
GMAC                                   6.600%  08/15/16    72
GMAC                                   6.600%  05/15/18    71
GMAC                                   6.600%  06/15/18    70
GMAC                                   6.600%  06/15/19    71
GMAC                                   6.650%  06/15/18    71
GMAC                                   6.650%  10/15/18    71
GMAC                                   6.650%  10/15/18    71
GMAC                                   6.650%  02/15/18    73
GMAC                                   6.700%  06/15/14    74
GMAC                                   6.700%  08/15/16    71
GMAC                                   6.700%  06/15/18    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  06/15/19    73
GMAC                                   6.700%  12/15/19    73
GMAC                                   6.750%  09/15/18    74
GMAC                                   6.750%  06/15/17    72
GMAC                                   6.750%  03/15/18    75
GMAC                                   6.750%  08/15/16    73
GMAC                                   6.750%  07/15/18    72
GMAC                                   6.750%  11/15/18    71
GMAC                                   6.750%  05/15/19    70
GMAC                                   6.750%  06/15/19    70
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.750%  03/15/20    74
GMAC                                   6.800%  09/15/19    71
GMAC                                   6.800%  10/15/18    74
GMAC                                   6.850%  05/15/18    74
GMAC                                   6.875%  07/15/18    71
GMAC                                   6.900%  08/15/18    74
GMAC                                   6.900%  06/15/17    74
GMAC                                   6.900%  07/15/18    72
GMAC                                   6.900%  08/15/18    72
GMAC                                   7.000%  06/15/16    75
GMAC                                   7.000%  06/15/17    72
GMAC                                   7.000%  02/15/18    75
GMAC                                   7.000%  02/15/18    75
GMAC                                   7.000%  05/15/18    73
GMAC                                   7.000%  05/15/18    75
GMAC                                   7.000%  08/15/18    74
GMAC                                   7.000%  02/15/21    70
GMAC                                   7.000%  09/15/21    74
GMAC                                   7.000%  09/15/21    67
GMAC                                   7.000%  06/15/22    68
GMAC                                   7.000%  11/15/23    72
GMAC                                   7.000%  11/15/24    71
GMAC                                   7.000%  11/15/24    70
GMAC                                   7.000%  11/15/24    71
GMAC                                   7.050%  03/15/18    73
GMAC                                   7.050%  03/15/18    74
GMAC                                   7.125%  10/15/17    72
GMAC                                   7.150%  09/15/18    73
GMAC                                   7.150%  03/15/25    73
GMAC                                   7.200%  10/15/17    75
GMAC                                   7.250%  05/15/17    73
GMAC                                   7.250%  04/15/18    74
GMAC                                   7.250%  08/15/18    75
GMAC                                   7.250%  09/15/18    74
GMAC                                   7.250%  01/15/25    72
GMAC                                   7.250%  02/15/25    73
GMAC                                   7.400%  02/15/21    73
Graftech Int'l                         1.625%  01/15/24    73
Gulf States STL                       13.500%  04/15/03     0
Huntsman Packag                       13.000%  06/01/10    52
Impsat Fiber                           6.000%  03/15/11    75
Incyte Corp.                           3.500%  02/15/11    73
Incyte Corp.                           3.500%  02/15/11    73
Inland Fiber                           9.625%  11/15/07    44
Intermet Corp.                         9.750%  06/15/09    24
Iridium LLC/CAP                       10.875%  07/15/05    21
Iridium LLC/CAP                       11.250%  07/15/05    22
Iridium LLC/CAP                       13.000%  07/15/05    22
Iridium LLC/CAP                       14.000%  07/15/05    22
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     4
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    51
Kmart Funding                          8.880%  07/01/10    50
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    74
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    57
Level 3 Comm. Inc.                     5.250%  12/15/11    74
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Level 3 Comm. Inc.                     6.000%  03/15/10    54
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    61
Macsaver Financl                       7.875%  08/01/03     2
Metaldyne Corp.                       11.000%  06/15/12    72
Mississippi Chem                       7.250%  11/15/17     4
MSX Int'l Inc.                        11.375%  01/15/08    69
Muzak LLC                              9.875%  03/15/09    51
Natl Steel Corp.                       8.375%  08/01/06     2
New Orl Grt N RR                       5.000%  07/01/32    75
New World Pasta                        9.250%  02/15/09     7
North Atl Trading                      9.250%  03/01/12    74
Northern Pacific RY                    3.000%  01/01/47    59
Northern Pacific RY                    3.000%  01/01/47    59
Northwest Airlines                     6.625%  05/15/23    23
Northwest Airlines                     7.068%  01/02/16    68
Northwest Airlines                     7.360%  02/01/20    52
Northwest Airlines                     7.625%  11/15/23    26
Northwest Airlines                     7.626%  04/01/10    49
Northwest Airlines                     7.670%  01/02/15    73
Northwest Airlines                     7.691%  04/01/17    74
Northwest Airlines                     7.875%  03/15/08    27
Northwest Airlines                     8.070%  01/02/15    19
Northwest Airlines                     8.130%  02/01/14    18
Northwest Airlines                     8.304%  09/01/10    70
Northwest Airlines                     8.700%  03/15/07    27
Northwest Airlines                     8.875%  06/01/06    28
Northwest Airlines                     8.970%  01/02/15    15
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    28
Northwest Airlines                    10.000%  02/01/09    27
Northwest Airlines                    10.500%  04/01/09    24
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    58
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    18
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04     9
Oakwood Homes                          8.125%  03/01/09    10
O'Sullivan Ind.                       10.630%  10/01/08    69
O'Sullivan Ind.                       13.375%  10/15/09     7
Orion Network                         12.500%  01/15/07    35
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
PCA LLC/PCA Fin                       11.875   08/01/09    26
Pegasus Satellite                      9.625%  10/15/05    22
Pegasus Satellite                     12.375%  08/01/06    26
Pegasus Satellite                     12.500%  08/01/07    30
Pen Holdings Inc.                      9.875%  06/15/08    62
Pinnacle Airline                       3.250%  02/15/25    73
Pixelworks Inc.                        1.750%  05/15/24    69
Pliant Corp.                          13.000%  06/01/10    52
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    70
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    40
Primus Telecom                         3.750%  09/15/10    34
Primus Telecom                         5.750%  02/15/07    49
Primus Telecom                         8.000%  01/15/14    63
Primus Telecom                        12.750%  10/15/09    54
Radnor Holdings                       11.000%  03/15/10    62
Read-Rite Corp.                        6.500%  09/01/04    23
Reliance Group Holdings                9.000%  11/15/00    26
Reliance Group Holdings                9.750%  11/15/03     1
Salton Inc.                           12.250%  04/15/08    53
Solectron Corp.                        0.500%  02/15/34    68
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    60
Teligent Inc.                         11.500%  12/01/07     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Tower Automotive                       5.750%  05/15/24    32
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08     5
United Air Lines                       6.831%  09/01/08    61
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    20
United Air Lines                       7.762%  10/01/05    50
United Air Lines                       7.811%  10/01/09    73
United Air Lines                       8.030%  07/01/11    60
United Air Lines                       9.000%  12/15/03    13
United Air Lines                       9.020%  04/19/12    40
United Air Lines                       9.125%  01/15/12    15
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.560%  10/19/18    42
United Air Lines                       9.750%  08/15/21    15
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  07/15/21    13
United Air Lines                      10.670%  05/01/04    12
United Air Lines                      11.210%  05/01/14    12
Univ. Health Services                  0.426%  06/23/20    57
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  07/15/08     8
US Air Inc.                           10.610%  06/27/07     5
US Airways Pass-                       6.820%  01/30/14    60
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    59
Werner Holdings                       10.000%  11/15/07    65
Westpoint Steven                       7.875%  06/16/08     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    62
Winstar Comm                          14.000%  10/15/05     1
WMG Holdings                           9.500%  12/15/14    70
World Access Inc.                      4.500%  10/01/02    12
World Access Inc.                     13.250%  01/15/08     6


                          *********

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 ***