TCR_Public/051004.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, October 4, 2005, Vol. 9, No. 235

                          Headlines

ADELPHIA COMMS: Classification of Claims Under 3rd Amended Plan
AIR CARGO: Can Access Silicon's Cash Collateral Until End of Year
ALLEGHENY ENERGY: Settling Shareholder Class Action Lawsuits
ALLIED HOLDINGS: Highlights from Statement of Financial Affairs
AMERIQUEST MORTGAGE: Fitch Puts BB+ Rating on 11.33MM Pvt. Certs.

AMERISERV: Fitch Lifts Rating to B+ After Private Stock Placement
AMES TRUE: Moody's Junks $300 Million Senior Notes' Ratings
ANCHOR GLASS: Has Access to Wachovia & Madeleine's Cash Collateral
ARMSTRONG WORLD: Wants to Pay Womble Carlyle $1.4M Contingency Fee
ATA AIRLINES: Court Approves Worldspan Settlement Agreement

ATA AIRLINES: Files Chapter 11 Plan and Disclosure Statement
ATA AIRLINES: Gets Court Nod to Sell More Chicago Express Assets
AVANEX CORP: Deloitte Raises Going Concern Doubt in Annual Report
AVENUE CLO: Moody's Rates $19 Million Class B-2L Notes at Ba2
AXLETECH INT'L: Moody's Junks $85 Million Second Lien Term Loan

AXLETECH INT'L: S&P Puts B- Rating on $85 Million Senior Sec. Loan
BALL CORP: Moody's Rates $1.475 Billion Credit Facilities at Ba1
BAYTEX ENERGY: S&P Affirms Subordinated Debt Ratings at B-
BEAR STEARNS: Fitch Rates $19.97 Million Private Class at BB
BOSTON GENERATING: Moody's Rates New $500 Million Facility at B2

BREUNERS HOME: Resolves Claim Disputes with Two Landlords
BROOKLYN HOSPITAL: Wants Stroock & Stroock as Bankruptcy Counsel
BROOKLYN HOSPITAL: Wants Garfunkel as Special Healthcare Counsel
CENTRAL PARKING: Extends Dutch Auction Tender Offer to October 14
CHARTER COMMS: S&P Lowers Corporate Credit Rating to SD from CCC+

CHI-CHI'S: Wants Until December 31 to File Chapter 11 Plan
CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings to 2 Cert. Classes
CONSTELLATION BRANDS: Moody's Reviews Low Ratings & May Downgrade
CONSTELLATION BRANDS: S&P Puts BB Corporate Credit Rating on Watch
CWALT INC: Fitch Puts Low-B Ratings on Two Certificate Classes

CWMBS INC: Fitch Places BB+ Rating on $1.5 Million Class B Certs.
DELTA AIR: Brings In Paul Hastings as Special Counsel
DELTA AIR: Non-Pilot Retirees Want Sec. 1114 Committee Appointed
DELTA AIR: U.S. Trustee Picks 9-Member Creditors' Committee
DIAMOND TRIUMPH: Extends Dutch Auction Tender Offer Until Friday

DVI MEDICAL: Loan Deterioration Prompts Fitch to Junk Ratings
DYNTEK INC: Marcum & Kliegman Raise Going Concern Doubt
E*TRADE FINANCIAL: Purchase Plan Cues S&P to Affirm B+ Rating
EL POLLO LOCO: Purchase Agreement Cues S&P to Review Ratings
ENTRAVISION COMMS: Replaces $400MM Loan with New $650MM Facility

ENTRAVISION COMMS: Completes $225 Million Sub Debt Tender Offer
EPL INTERMEDIATE: Moody's Reviews $40 Million Notes' Junk Rating
FALCON PRODUCTS: Court Approves Pact to Settle Hiring Violations
FALCON PRODUCTS: Riverside Wants Court to Deny Plan Confirmation
FEDERAL-MOGUL: Wants to Hire Morgan Lewis as ERISA Counsel

FOAMEX INT'L: Files Term Sheet for Plan of Reorganization with SEC
FOAMEX INT'L: Gets Court's Approval to Hire BSI as Claims Agent
FOAMEX INT'L: U.S. Trustee Meeting with Creditors on October 27
FOOTSTAR INC: Amends Annual Report for Year Ending January 3, 2004
FOOTSTAR INC: Equity Cut in Half to $51.3 Million at Jan. 31, 2005

GALLATIN CLO: Moody's Rates $14 Million Class B-2L Notes at Ba2
GB HOLDINGS: Wants Katten Muchin as Special Corporate Counsel
GE COMMERCIAL: Fitch Rates $8 Million Class O Certificates at B
GREENPOINT MORTGAGE: Fitch Puts BB Rating on $17 Mil. Pvt. Certs.
GREYROCK CDO: Moody's Rates $14MM Classes B-2L & B-2F Notes at Ba2

HASTINGS MANUFACTURING: Look for Bankruptcy Schedules on Oct. 17
HASTINGS MANUFACTURING: US Trustee Picks 4-Member Creditors' Panel
HELLER FINANCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
HONEY CREEK: Wants Eichner & Norris as Bond Counsel
HONEY CREEK: Wants Crosson Dannis as Valuation Consultant

HORNBECK OFFSHORE: Prices $75 Mil. 6.125% Private Debt Placement
HORNBECK OFFSHORE: Pricing New Stock Offering at $35.35 per Share
ILLINOIS POWER: Moody's Reviews Ba1 Preferred Stock Rating
IMMUNE RESPONSE: Faces Possible Delisting by Nasdaq
INTEGRATED HEALTH: Lucas Wants Tort Claim Filing Period Extended

INTERPUBLIC GROUP: Amends $450 Million Three-Year Credit Facility
INTERPUBLIC GROUP: Completes 2000-2004 Financial Restatements
INTERPUBLIC GROUP: Moody's Cuts $2.3 Billion Debts' Ratings to Ba1
JADE CBO: Fitch Raises Rating on $21MM Sr. Notes from CCC to CC
JP MORGAN: Fitch Puts Low-B Ratings on Two Class B Certificates

KAISER ALUMINUM: Insurers Ask for Exact Insurance Neutral Report
KING PHARMACEUTICALS: S&P Affirms BB Corporate Credit Rating
KINGSLAND I: Moody's Rates $7MM Class D Floating Rate Notes at Ba2
KMART CORP: Settles Refund Dispute with IRS for $1.6 Million
LIBERTY FIBERS: Voluntary Chapter 11 Case Summary

MARY JO SIBBITT: Case Summary & 20 Largest Unsecured Creditors
MARZEEPLEX ASSOCIATES: Case Summary & 9 Largest Unsec. Creditors
MCLEODUSA INC: Forbearance Pact Extended Until Oct. 31
MIRANT CORP: Newco 2005 Corporation's Chapter 11 Database
MIRANT CORP: Newco Wants to Join Company's Second Amended Plan

MIRANT CORP: Asks Court to Waive Newco's Section 341(a) Meeting
MOLECULAR DIAGNOSTICS: Appoints Robert McCullough, Jr., as CFO
MORGAN STANLEY: Fitch Holds Low-B Ratings on Five Cert. Classes
NIGHTINGALE INFORMATIX: Reports FY 2006 First Quarter Results
NORTEL NETWORKS: Hon. Robert Sweet Named Mediator in Class Suits

NORTEL NETWORKS: Realigns Business to Include Two Product Groups
NORTHWEST AIRLINES: Employs BSI as Claims and Noticing Agent
NORTHWEST AIRLINES: Hires Paul Hastings as Labor Counsel
NORTHWEST AIRLINES: Arnold & Porter Hired as Special Labor Counsel
OWENS CORNING: Realigns Management Team to Sustain Key Areas

PACIFIC ENERGY: Closing $455 Million Purchase of Valero Assets
PARMALAT USA: Farmland Trust Objects to Bartlett's $1.5-Mil. Claim
PIONEER NATURAL: Closes $1.5 Billion Five-Year Credit Pact
PRIMEDIA INC: Moody's Confirms $212 Million Stock's Junk Rating
PROVIDIAN FINANCIAL: Moody's Raises Sr. Debt Rating to A3 from B2

RESIDENTIAL ACCREDIT: Fitch Puts BB Rating on $3MM Pvt. Certs.
RESIDENTIAL ACCREDIT: Fitch Rates Two Certificate Classes at Low-B
RITE AID: Increases Sr. Secured Credit Facility to $1.75 Billion
SAINT VINCENTS: First Meeting of Creditors Set on November 16
SAINT VINCENTS: Gets Court Nod to Close St. Mary's Hospital

SAINT VINCENTS: Wants to Reallocate Government Grant Funds
SALTON INC: Posts $51.8 Million Net Loss for Fiscal Year 2005
SAMSONITE CORP: Registers 94.25 Million Shares for Issuance
SECUNDA INTERNATIONAL: S&P Puts B- Sr. Sec. Debt Rating on Watch
SEMINOLE TRIBE: Moody's Assigns Ba1 Rating on $720 Million Bonds

SIGNATURE SALES: Case Summary & 20 Largest Unsecured Creditors
SSA GLOBAL: Names J.M. Lawrie & H.S. Cohen to Board of Directors
STELCO INC: Ernst & Young Files 38th Monitor's Report
STRUCTURED ASSET: Fitch Places Low-B Ratings on Two Cert. Classes
SUPERIOR PLUS: S&P Places BB+ Corporate Credit Rating on Watch

SUPREME REALTY INVESTMENTS: Auditor Maintains Going Concern Doubt
TABERNA PREFERRED: Fitch Puts BB+ Rating on $31.2MM Secured Notes
TAYLOR CAPITAL: Fitch Assigns Single-B Short-Term Rating
TECTONIC NETWORK: Needs More Time to File Annual Report
THERMOVIEW INDUSTRIES: Withdrawing Common Stock Listing in AMEX

TRENWICK GROUP: Court Refuses to Reopen Cases
US AIRWAYS: Court Approves Sale/Leaseback Deal with Fortress
US AIRWAYS: Fitch Affirms Junk Issuer Default Rating
WARWICK VALLEY: Restating Financials to Reflect Cash Flow Changes
WARWICK VALLEY: Taps WithumSmith+Brown to Replace PwC as Auditors

WHEELING-PITTSBURGH: Parties Approve $250 Million Term Loan Pact
WINN-DIXIE: Auditors Likely to Express Going Concern Doubt in 10-K
WINN-DIXIE: Court Okays Gordon Group to Sell Equipment
WINN-DIXIE: Wants to Reject Three Facility Leases on Oct. 31

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: Classification of Claims Under 3rd Amended Plan
---------------------------------------------------------------
With the substantive consolidation of Adelphia Communications
Corporation and its debtor-affiliates into 18 Debtor Groups, the
ACOM Debtors' Third Amended Plan of Reorganization now groups the
claims and interests into more classes.  The Third Amended Plan
also renames most of classes of claims and interest, and provides
an updated estimate of allowed distribution in each class.

The classification and treatment of claims and equity interests
and the consideration to be distributed to the holders under the
Third Amended Plan are summarized as:

Class      Description              Treatment
-----      -----------              ---------
  n/a       Administrative Expense   Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $897M

  n/a       Fee Claims               Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $77M

  n/a       Priority Tax Claims      Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $101M

                                     Unimpaired; not entitled
                                     to vote

  n/a       DIP Lender Claims        Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $1.038B

                                     Unimpaired; not entitled
                                     to vote

    1       Other Priority Claims    Paid in full
                                     Estimated recovery: 100%
                                     Estimated claims: < $1M

                                     Unimpaired; not
                                     entitled to vote

    2       Secured Tax Claims       At the option of the Plan
                                     Administrator:

                                     * payment in full in cash,

                                     * distribution of proceeds of
                                       the sale of the collateral,

                                     * another distribution as
                                       necessary to satisfy
                                       Bankruptcy Code
                                       requirements, or

                                     * only if the collateral is
                                       an Excluded Asset, delivery
                                       of a note with periodic
                                       cash payments with a
                                       value equal to the Allowed
                                       amount of the Secured Tax
                                       Claim.

                                     Estimated recovery: 100%
                                     Estimated claims: < $1M


                                     Unimpaired; not entitled
                                     to vote

    3       Other Secured Claims     At the option of the Plan
                                     Administrator (unless the
                                     Claim is an Assumed Sale
                                     Liability), either:

                                     * payment in full in cash,

                                     * distribution of proceeds of
                                       the sale of the collateral,

                                     * another distribution as
                                       necessary to satisfy
                                       Bankruptcy Code
                                       requirements, or

                                     * only if the collateral is
                                       an Excluded Asset, delivery
                                       of a note with periodic
                                       cash payments with a
                                       value equal to the Allowed
                                       amount of the Claim.

                                     Estimated recovery: 100%
                                     Estimated claims: $145M

                                     Unimpaired; not entitled
                                     to vote

FRONTIERVISION DEBTOR GROUP

FV-Bank    Bank Claims              Paid in full in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $617M

                                     Impaired; entitled to vote

FV-Notes   Notes Claims             Paid in full in cash.

                                     Estimated recovery: 140%
                                     Estimated claims: $204M

                                     Impaired; entitled to vote

FV-Trade   Trade Claims             Paid in full, in cash.

                                     Estimated recovery: 108%
                                     Estimated claims: $105M

                                     Impaired; entitled to vote

FV-Uns     Other Unsecured Claims   Paid in full, in cash.

                                     Estimated recovery: 100%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

FV-ESL     Existing Securities      Estimated to receive payment
            Law Claims               in full through a
                                     distribution of cash and TWC
                                     Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

FRONTIER VISION HOLDCO DEBTOR GROUP

FVHC-      Notes Claims             Payment through distribution
Notes                               of cash and TWC Class A
                                     Common Stock and CVV Series
                                     FV-1 Interests.

                                     Estimated recovery: ____
                                     Estimated claims: $339M

                                     Impaired; entitled to vote


FVHC-      Trade Claims             Payment through distribution
Trade                               of cash and TWC Class A
                                     Common Stock and CVV Series
                                     FV-1 Interests.

                                     Estimated recovery: ____
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

FVHC-      Unsecured Claims         Payment through distribution
Uns                                 of cash and TWC Class A
                                     Common Stock and CVV Series
                                     FV-1 Interests.

                                     Estimated recovery: ____
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

FVHC-      Existing Securities      Payment through distribution
ESL        Law Claims               of cash and TWC Common Stock
                                     and of CVV Series FV-2
                                     Interests up to payment in
                                     full.

                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

FVHC-      Convenience Claims       Payment in cash in an amount
Conv                                equal to ___% of the Allowed
                                     amount of the Claim.

                                     Estimated recovery: ___%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

PARNASSOS DEBTOR GROUP

P-Bank     Bank Claims              Paid in full in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $623M

                                     Impaired; entitled to vote

P-Trade    Trade Claims             Payment in full.

                                     Estimated recovery: 108%
                                     Estimated claims: $32M

                                     Impaired; entitled to vote

P-Uns      Other Unsecured          Payment in full.
            Claims
                                     Estimated recovery: 100%
                                     Estimated claims: <$1M

                                     Impaired; entitled to vote

P-Equity   Equity Interests         Comcast's equity interest
            in Parnassos Debtors     in the Parnassos Debtors
                                     will remain outstanding and
                                     unaffected, and will not
                                     receive any distribution.

                                     The Debtors' Parnassos JV
                                     Equity Interests will be
                                     transferred to Comcast or
                                     TW NY if the Expanded
                                     Transaction is consummated.

                                     Estimated recovery: n/a
                                     Estimated claims: n/a

                                     Unimpaired; not entitled
                                     to vote

CENTURY-TCI DEBTOR GROUP

TCI-Bank   Bank Claims              Paid in full, in cash.
                                     Estimated recovery: 100%
                                     Estimated claims: $1 billion

                                     Impaired; entitled to vote

TCI-Trade  Trade Claims             Payment in full.

                                     Estimated recovery: 108%
                                     Estimated claims: $78M

                                     Impaired; entitled to vote

TCI-Uns    Other Unsecured Claims   Payment in full.

                                     Estimated recovery: 100%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

TCI-       Equity Interests in      Comcast's equity interest
Equity     Century-TCI Debtors      in the Century-TCI Debtors
                                     will remain outstanding and
                                     unaffected, and will not
                                     receive any distribution.

                                     The Debtors' Century-TCI JV
                                     Equity Interests will be
                                     transferred to Comcast or
                                     TW NY if the Expanded
                                     Transaction is consummated.

                                     Estimated recovery: n/a
                                     Estimated claims: n/a

                                     Unimpaired; not entitled
                                     to vote

CENTURY DEBTOR GROUP

Century-   Bank Claims              Payment in full, in cash.
Bank                                Estimated recovery: 100%
                                     Estimated claims: $2.48B

                                     Impaired; entitled to vote

Century-   Trade Claims             Payment in full, in cash or
Trade                               if there is a Non-Transferred
                                     MCE Sytem, payment maybe made
                                     in TWC Class A Common Stock.

                                     Estimated recovery: 108%
                                     Estimated claims: $88M

                                     Impaired; entitled to vote

Century-   Other Unsecured Claims   Payment in full, in cash or
Uns                                 in TWC Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: $1M

                                     Impaired; entitled to vote

Century-   Convenience Claims       Payment in cash in an amount
Conv                                equal to __% of the Allowed
                                     Claim Amount.

                                     Estimated recovery: __%
                                     Estimated claims: $3M

                                     Impaired; entitled to vote

CCHC DEBTOR GROUP

CCHC-      Trade Claims             Payment in full, in cash or
Trade                               in TWC Class A Common Stock.

                                     Estimated recovery: 108%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

CCHC-      Other Unsecured Claims   Payment in full, in cash or
Uns                                 in TWC Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: $18M

                                     Impaired; entitled to vote

CCHC-      Convenience Claims       Payment in cash in an amount
Conv                                equal to __% of the Allowed
                                     Claim Amount.

                                     Estimated recovery: __%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

CCC DEBTOR GROUP

CCC-       Trade Claims             Payment in full, in cash or
Trade                               in TWC Class A Common Stock.

                                     Estimated recovery: 108%
                                     Estimated claims: $6M

                                     Impaired; entitled to vote

CCC-       Other Unsecured Claims   Payment in full, in cash or
Uns                                 in TWC Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: $69M

                                     Impaired; entitled to vote

CCC-       Convenience Claims       Payment in cash in an amount
Conv                                equal to __% of the Allowed
                                     Claim Amount.

                                     Estimated recovery: __%
                                     Estimated claims: $1M

                                     Impaired; entitled to vote

ARAHOVA DEBTOR GROUP

ARA-       Notes Claims             Payment through distribution
Notes                               of a pro rata portion of:

                                     * cash or shares of TWC Class
                                       A Common Stock, the CVV
                                       Series AH-1 Interests
                                       and Puerto Rico Trust
                                       Interests; and

                                     * the portion of the
                                       Inter-Creditor Dispute
                                       Holdback allocable to
                                       Arahova creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $1.744B

                                     Impaired; entitled to vote

ARA-       Trade Claims             Payment through distribution
Trade                               of a pro rata portion of:

                                     * cash or shares of TWC Class
                                       A Common Stock, the CVV
                                       Series AH-1 Interests
                                       and Puerto Rico Trust
                                       Interests; and

                                     * the portion of the
                                       Inter-Creditor Dispute
                                       Holdback allocable to
                                       Arahova creditors.

                                     Estimated recovery: __%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

ARA-       Other Unsecured Claims   Payment through distribution
Uns                                 of a pro rata portion of:

                                     * cash or shares of TWC Class
                                       A Common Stock, the CVV
                                       Series AH-1 Interests
                                       and Puerto Rico Trust
                                       Interests; and

                                     * the portion of the
                                       Inter-Creditor Dispute
                                       Holdback allocable to
                                       Arahova creditors.

                                     Estimated recovery: __%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

ARA-ESL    Existing Securities      Distribution of CVV Series
            Law Claims               AH-2 Interests and Puerto
                                     Rico Trust Interests.

                                     Estimated recovery: __%
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ARA-Conv   Convenience Claims       Payment in cash in an amount
                                     equal to __% of the Allowed
                                     Claim Amount.

                                     Estimated recovery: __%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

OLYMPUS DEBTOR GROUP

OLY-Bank   Bank Claims              Payment in full, in cash
                                     Estimated recovery: 100%
                                     Estimated claims: $1.265B

                                     Impaired; entitled to vote

OLY-Trade  Trade Claims             Payment in full, in cash or
                                     in TWC Class A Common Stock.

                                     Estimated recovery: 108%
                                     Estimated claims: $115M

                                     Impaired; entitled to vote

OLY-Uns    Other Unsecured Claims   Payment in full, in cash or
                                     in TWC Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: $2M

                                     Impaired; entitled to vote

UCA DEBTOR GROUP

UCA-Bank   Bank Claims              Payment in full, in cash
                                     Estimated recovery: 100%
                                     Estimated claims: $831M

                                     Impaired; entitled to vote

UCA-       Trade Claims             Payment in full in cash or
Trade                               in TWC Class A Common Stock.

                                     Estimated recovery: 108%
                                     Estimated claims: $54M

                                     Impaired; entitled to vote

UCA-       Unsecured Claims         Payment in full in cash or
Uns                                 in TWC Class A Common tock.

                                     Estimated recovery: 100%
                                     Estimated claims: $3M

                                     Impaired; entitled to vote

FT. MYERS DEBTOR GROUP

Ft. Myers  FPL Note Claims          Payment in full in cash.
-FPL Note                           Estimated recovery: 122%
                                     Estimated claims: $127M

                                     Impaired; entitled to vote

Ft. Myers  Trade Claims             Payment in Plan Consideration
Trade                               Estimated recovery: 38%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

Ft. Myers  Other Unsecured          Payment in Plan Consideration
Uns        Claim                    Estimated recovery: 38%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

OLYMPUS PARENT DEBTOR GROUP

OLY        Note Claims              Payment in full, in cash or
Parent-                             in TWC Class A Common Stock.
Notes
                                     Estimated recovery: 139%
                                     Estimated claims: $213M

                                     Impaired; entitled to vote

OLY        Trade Claims             Payment in full in cash or
Parent-                             in TWC Class A Common Stock.
Trade
                                     Estimated recovery: 108%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

OLY        Other Unsecured Claims   Payment in full, in cash or
Parent-                             in TWC Class A Common Stock.
Uns
                                     Estimated recovery: 100%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

OLY        Existing Securities      Payment in full, in cash or
Parent-    Law Claims               in TWC Class A Common Stock.
ESL
                                     Estimated recovery: 100%
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

RIGAS/CENTURY CO-BORROWING DEBTOR GROUP

Rcent      Contrib/Subrog Claims    Paid in full, in Plant
CB-Cont                             Consideration.

                                     Estimated recovery: 100%
                                     Estimated claims: $145M

                                     Unimpaired; not entitled to
                                     vote

Rcent      Trade Claims             Paid in full in Plant
CB-Trade                            Consideration.

                                     Estimated recovery: 108%
                                     Estimated claims: $__

                                     Impaired; entitled to vote

Rcent      Other Unsecured Claims   Paid in full in Plant
Uns                                 Consideration.

                                     Estimated recovery: 100%
                                     Estimated claims: $__

                                     Impaired; entitled to vote

RIGAS/OLYMPUS CO-BORROWING DEBTOR GROUP

ROLYCB-    Contrib/Subrog Claims    Paid in full, in Plant
Cont                                Consideration.

                                     Estimated recovery: 100%
                                     Estimated claims: $__

                                     Unimpaired; not entitled to
                                     vote

ROLYCB-    Trade Claims             Paid in full in Plant
Trade                               Consideration.

                                     Estimated recovery: 108%
                                     Estimated claims: $__

                                     Impaired; entitled to vote

ROLYCB-    Other Unsecured Claims   Paid in full, in Plant
Uns                                 Consideration.

                                     Estimated recovery: 100%
                                     Estimated claims: $__

                                     Impaired; entitled to vote

RIGAS/UCA CO-BORROWING DEBTOR GROUP

RUCACB-    Contrib/Subrog Claims    Paid in full, in Plant
Cont                                Consideration.

                                     Estimated recovery: 100%
                                     Estimated claims: $__

                                     Unimpaired; not entitled to
                                     vote

RUCACB-    Trade Claims             Paid in full, in Plant
Trade                               Consideration.

                                     Estimated recovery: 108%
                                     Estimated claims: $__

                                     Impaired; entitled to vote

RUCACB-    Other Unsecured Claims   Paid in full, in Plant
Uns                                 Consideration.

                                     Estimated recovery: 100%
                                     Estimated claims: $__

                                     Impaired; entitled to vote

FUNDING COMPANY DEBTOR GROUP

Fundco     Funding Company          Payment in full, in cash.
            Claims                   Estimated recovery: 108%
                                     Estimated claims: $25M

                                     Impaired; entitled to vote

GSETL      Government Claims        Performance of the Government
                                     Settlement Agreement.

                                     Estimated recovery: 100%
                                     Estimated claims: $600M

                                     Deemed to accept

ACC OPS DEBTOR GROUP

OPS-       Trade Claims             Paid in full, in cash or
Trade                               in TWC Class A Common Stock.

                                     Estimated recovery: 108%
                                     Estimated claims: $11M

                                     Impaired; entitled to vote

OPS-       Other Unsecured Claims   Paid in full, in cash or
Uns                                 in TWC Class A Common Stock.

                                     Estimated recovery: 100%
                                     Estimated claims: $15M

                                     Impaired; entitled to vote

OPS-       Convenience Claims       Payment in cash in an amount
Conv                                equal to __% of the Allowed
                                     Claim Amount.

                                     Estimated recovery: __%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

HOLDING COMPANY DEBTOR GROUP

ACC-       ACC Trade Claims         Payment through distribution
Trade                               of a pro rata portion of:

                                     * cash or shares of TWC Class
                                       A Common Stock and the CVV
                                       Series A-1a Interests; and

                                     * the Inter-Creditor Dispute
                                       Holdback allocable to
                                       ACC creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $341M

                                     Impaired; entitled to vote

ACC-       ACC Other Unsecured      Payment through a
Uns        Claims                   distribution of a pro rata
                                     portion of:

                                     * cash or shares of TWC Class
                                       A Common Stock and the CVV
                                       Series A-1a Interests; and

                                     * the Inter-Creditor Dispute
                                       Holdback allocable to
                                       ACC creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $50M

                                     Impaired; entitled to vote

ACC-       ACC Senior               Payment through distribution
SnrNotes   Notes Claims             of a pro rata portion of:

                                     * cash or shares of TWC Class
                                       A Common Stock and the CVV
                                       Series A-1b Interests;

                                     * cash or shares of TWC Class
                                       A Common Stock initially
                                       attributable to Class
                                       ACC-SnrNotes pursuant to
                                       subordination provisions;
                                       and

                                     * the Inter-Creditor Dispute
                                       Holdback allocable to
                                       ACC creditors.

                                     Estimated recovery: __%
                                     Estimated claims: $5.11B

                                     Impaired; entitled to vote

ACC-       ACC Subordinated         Payment through distribution
SubNotes   Notes Claims             of Contingent Value Vehicle
                                     Series A-1c Interests

                                     Estimated recovery: unknown
                                     Estimated claims: $1.459B

                                     Impaired; entitled to vote

ACC-ESL    ACC Notes Existing       Payment through distribution
            Securities Law Claims    of Contingent Value Vehicle
                                     Series A-2 Interests

                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ACC-ESL    ACC Series B             Payment through Contingent
            Preferred Stock          Value Vehicle Series B
            Interests                Interests

                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ACC-       ACC Series B             Payment through Contingent
BPfd       Preferred Stock          Value Vehicle Series B
            Interests                Interests

                                     Estimated recovery: unknown
                                     Estimated claims: n/a

                                     Impaired; entitled to vote

ACC-       ACC Series B             Payment through Contingent
BESL       Preferred Stock          Value Vehicle Series C
            Existing Securities      Interests
            Law Claims
                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ACC-       ACC Series D             Payment through Contingent
DPfd       Preferred Stock          Value Vehicle Series D
            Interests                Interests

                                     Estimated recovery: unknown
                                     Estimated claims: n/a

                                     Impaired; entitled to vote

ACC-       ACC Series D             Payment through Contingent
DESL       Preferred Stock          Value Vehicle Series E
            Existing Securities      Interests
            Law Claims
                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ACC-EFfd   ACC Series E and F       Payment through Contingent
            Preferred Stock          Value Vehicle Series F
            Interests                Interests

                                     Estimated recovery: unknown
                                     Estimated claims: n/a

                                     Impaired; entitled to vote

ACC-       ACC Series E and F       Payment through Contingent
EFESL      Preferred Stock          Value Vehicle Series G
            Existing Securities      Interests
            Law Claims
                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ACC-       ACC Common Stock         Payment through Contingent
CSESL      Existing Securities      Value Vehicle Series H
            Law Claims               Interests

                                     Estimated recovery: unknown
                                     Estimated claims: unknown

                                     Impaired; entitled to vote

ACC-CS     ACC Common Stock         Payment through Contingent
            Interests                Value Vehicle Series I
                                     Interests

                                     Estimated recovery: unknown
                                     Estimated claims: n/a

                                     Impaired; entitled to vote

ACC-Conv   ACC Convenience          Payment in cash equal to
            Claims                   ___% of the allowed claim
                                     amount.

                                     Estimated recovery: __%
                                     Estimated claims: < $1M

                                     Impaired; entitled to vote

OTHER CLAIMS

InterCo    Intercompany Claims      Determined in Inter-Creditor
                                     Dispute Resolution.

                                     Estimated recovery: n/a
                                     Estimated claims: n/a

                                     Compromised; not entitled
                                     to vote

n/a        ACC Other Equity         Disallowed; no distribution
            Interests
                                     Estimated recovery: 0
                                     Estimated claims: n/a

                                     Disallowed; not entitled to
                                     vote

n/a        Rigas Claims and         Disallowed and expunged;
            Equity Interests         no distribution

                                     Estimated recovery: 0
                                     Estimated claims: n/a

                                     Disallowed; not entitled
                                     to vote

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

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

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CARGO: Can Access Silicon's Cash Collateral Until End of Year
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland entered an
order permitting Air Cargo, Inc., to use cash collateral securing
repayment of indebtedness to Silicon Valley Bank on an interim
basis from Sept. 2, 2005 to Dec. 30, 2005.

When the Debtor filed for chapter 11 protection, it owed Silicon
Valley approximately $2,973,120, plus interest, attorneys' fees
and costs.  Silicon Valley holds a security interest in, among
other collateral, all of the Debtor's accounts receivable, deposit
accounts, instruments, general tangibles, chattel paper,
inventory, equipment, fixtures, goods, accounts and proceeds.  The
liens were perfected by filings with the Delaware Department of
State on January 13, 2004, the Debtor says.

The Debtor explains that they need immediate access to Silicon
Valley's cash collateral in order to avoid immediate and
irreparable harm to its estate pending a final hearing on its
request to use the encumbered fund.

To provide the lender with adequate protection required under
section 363 of the U.S. Bankruptcy Code for any dimunition in the
value of the collateral, the Debtor will grant Silicon valley a
replacement lien to the same extent, validity and security as the
prepetition lien.

The Debtor's use of its lender's cash collateral is in accordance
with a proposed 17-week budget.  A full text copy of the Budget is
available for free at http://ResearchArchives.com/t/s?20f

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provided
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal, Esq., at
Tydings & Rosenberg, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,300,000 and total debts of $17,900,000.


ALLEGHENY ENERGY: Settling Shareholder Class Action Lawsuits
------------------------------------------------------------
Allegheny Energy, Inc., has reached agreements in principle to
settle:

   * the consolidated securities class action litigation currently
     pending against Allegheny Energy and certain of its former
     officers,

   * the related shareholder derivative actions currently pending
     against Allegheny Energy and certain of its current and
     former officers and directors.

The proposed settlements remain subject to a number of conditions,
including the negotiation of final settlement documents and court
approval following notice to shareholders and class members.

From October 2002 through December 2002, plaintiffs claiming to
represent purchasers of Allegheny Energy's securities filed 14
putative class actions against Allegheny Energy and several of its
former senior managers in U.S. District Courts for the Southern
District of New York and the District of Maryland.  Those fourteen
actions have been consolidated before the U.S. District Court in
Maryland.

Plaintiffs in the consolidated securities class action allege in
their amended complaint that the defendants violated federal
securities laws by failing to disclose weaknesses in the energy
marketing and trading business that Allegheny Energy purchased
from Merrill Lynch, as well as other internal control and
accounting deficiencies.  Under the proposed settlement in the
consolidated securities class action, the action will be dismissed
with prejudice in exchange for a cash payment of $15.05 million,
which will be made by Allegheny Energy's insurance carrier.

In June 2003, a related shareholder derivative action was filed
against Allegheny Energy's Board of Directors and several former
senior managers in New York state court.  In April 2005, a similar
shareholder derivative action was filed against Allegheny Energy's
Board of Directors and several former senior managers and former
directors in the U.S. District Court for the District of Maryland.
Pursuant to the proposed settlement of the shareholder derivative
actions, those actions will be dismissed with prejudice in
exchange for a cash payment of $450,000, which will be made by
Allegheny Energy's insurance carrier, and Allegheny Energy's
agreement to adopt certain corporate governance changes.

In connection with the settlements, Allegheny Energy and the other
settling defendants continue to deny any and all allegations of
wrongdoing, and, if the settlements are approved, they will
receive a full release of all claims asserted in the litigation.

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
to Allegheny Energy, Inc. and also assigned a Speculative Grade
Liquidity Rating of SGL-2.  This is the first time that Moody's
has assigned both such ratings to AYE.  The company's other
ratings, including the Ba2 senior unsecured rating, remain
unaffected.

The Ba1 Senior Implied rating reflects the credit profile of the
AYE corporate family of companies, which includes investment grade
utility operating subsidiaries as well as a holding company whose
Ba2 senior unsecured rating reflects its still high balance
leverage.  The Ba1 Senior Implied rating also reflects the
company's improved financial performance and the expectation that
AYE's credit profile will continue to improve over the next 2 to 3
years, with further debt reduction and substantial improvement in
cash flow, and that there will be a reasonably supportive
regulatory response to rate filings to recover increased costs and
outlays for environmental spending.


ALLIED HOLDINGS: Highlights from Statement of Financial Affairs
---------------------------------------------------------------
Thomas H. King, chief financial officer of Allied Holdings, Inc.,
reports that during the two years immediately preceding the
Petition Date, Allied earned $1,500 from the sale of assets.

Within 90 days immediately preceding the Petition Date, Allied
also made payments to hundreds of creditors on account of loans,
installment purchases of goods or services, and other debts,
aggregating $13,628,612.  The creditors paid include:

        Creditors                                  Amount
        ---------                                  ------
        American Express                         $275,190

        Conway, Del Genio, Gries & Co., LLC       150,000

        Deloitte Tax LLP                          271,917

        IBM Corp.                                 468,525

        KPMG LLP - Dallas                         203,749

        Lexington Decatur LLC                     136,027

        Microsoft Licensing GP                    159,176

        Miller Buckfire & Co., LLC                167,182

        Principal Life Insurance Group            223,204

In addition, Allied paid $210,062 to Tatum CFO Partners, LLP,
within one year immediately preceding the Petition Date.  Mr.
King discloses that he is a partner in that consulting firm.

Mr. King further discloses that the officers, directors and
stockholders who directly or indirectly owns, controls, or holds
5% or more of Allied's voting or equity securities are:

                          Position                        Share
                          --------                        -----
A. Officers:

    Blount, John F.       Vice President                Less 1%
    Burke, Don            VP/Controller                      -
    Duffy, Thomas M.      Exec. VP/Sec/General Counsel     1.1%
    King, Thomas H.       Exec. VP/CFO/Ass't Treasurer       -
    Macaulay, Scott       VP/Treasurer                  Less 1%
    Rutland, Robert J.    Chairman                        12.6%
    Sawyer, Hugh E.       President, CEO                   6.9%

B. Directors:

    Rutland, Robert J.    Class I Director                12.6%
    Sawyer, Hugh E.       Director                         6.9%
    Bannister, David G.   Class I Director              Less 1%
    Benton, William P.    Class I Director              Less 1%
    Wilson, Berner F. Jr. Class II Director                1.2%
    Woodson, Robert R.    Class III Director            Less 1%
    Rutland, Guy W. IV    Class II Director                7.3%
    Rutland, Guy W. III   Class III Director               9.5%
    Boland, Thomas E.     Director                      Less 1%
    Strange, J. Leland    Director                      Less 1%

C. 5% or More Stockholders:

    Beck Mack and Oliver LLC                              11.4%
    Dimensional Fund Advisers, Inc                         5.2%
    J. B. Capital Partners, LP                            11.4%
    Robert E. Robotti & Company, LLC, et al.               8.2%
    Weber, Alan W.                                        12.0%

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERIQUEST MORTGAGE: Fitch Puts BB+ Rating on 11.33MM Pvt. Certs.
-----------------------------------------------------------------
Ameriquest Mortgage Securities Inc. asset-backed pass-through
certificates are rated by Fitch Ratings:

     -- $1.161 billion classes A-1, A-2A, A-2B, A-2C, A-2D 'AAA';

     -- $49.57 million class M-1 certificates 'AA+';

     -- $38.24 million class M-2 certificates 'AA+';

     -- $26.20 million class M-3 certificates 'AA';

     -- $24.78 million class M-4 certificates 'AA-';

     -- $19.83 million class M-5 certificates 'A+';

     -- $21.24 million class M-6 certificates 'A';

     -- $14.16 million class M-7 certificates 'A-';

     -- $12.75 million class M-8 certificates 'BBB+';

     -- $10.62 million class M-9 certificates 'BBB+';

     -- $8.50 million class M-10 certificates 'BBB';

     -- $11.33 million privately offered class M-11 certificates
        'BB+';

     -- $4.96 million privately offered class M-12 certificates
        'BB';

Credit enhancement for the 'AAA' rated class A certificates
reflects the 18% credit enhancement provided by classes M-1
through M-12 certificates, monthly excess interest and initial
over collateralization of 0.90%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 14.50% credit enhancement provided by classes M-2
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 11.80% credit enhancement provided by classes M-3
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 9.95% credit enhancement provided by classes M-4
through M-12 certificates monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-4 certificates
reflects the 8.20% credit enhancement provided by classes M-5
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-5 certificates
reflects the 6.80% credit enhancement provided by classes M-6
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-6 certificates
reflects 5.30% credit enhancement provided by classes M-7 through
M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-7 certificates
reflects the 4.30% credit enhancement provided by classes M-8
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-8 certificates
reflects the 3.40% credit enhancement provided by classes M-9
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-9 certificates
reflects the 2.65% credit enhancement provided by classes M-10
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-10 certificates
reflects the 2.05% credit enhancement provided by class M-11 and
class M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the non-offered 'BB+' rated class M-11
certificates reflects the 1.25% credit enhancement provided by
class M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the non-offered 'BB' class M-12
certificates reflects the monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as master servicer.  Deutsche Bank
National Trust Company will act as trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate principal balance of $950,011,401, and the average
balance of the mortgage loans is approximately $161,594. The
weighted average loan rate is approximately 7.615%.  The weighted
average remaining term to maturity is 354 months.  The weighted
average original loan-to-value ratio is 77.85%.  The properties
are primarily located in California (13.03%), Florida (12.87%),
New Jersey (7.76%), New York (7.47%), Maryland (6.44%), and
Pennsylvania (5.01%).  All other states represent less than 5% of
the Group I pool balance as of the cut-off date.

As of the cut-off date, the Group II mortgage loans have an
aggregate principal balance of $466,179,979, and the average
balance is approximately $218,967.  The weighted average loan rate
is approximately 7.623%.  The WAM is 354 months.  The weighted
average OLTV ratio is 79.00%.  The properties are primarily
located in California (22.66%), New York (11.31%), Florida
(10.55%), New Jersey (7.96%), Massachusetts (5.54%), and Maryland
(5.24%).  All other states represent less than 5% of the Group II
pool balance as of the cut-off date.

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale sub prime mortgage loans.


AMERISERV: Fitch Lifts Rating to B+ After Private Stock Placement
-----------------------------------------------------------------
Fitch Ratings has upgraded the long-term rating of AmeriServ
Financial, Inc., to 'B+' from 'B'.  At the same time, Fitch has
affirmed the ratings of AmeriServ Financial Bank and AmeriServ
Capital Trust I.  The Rating Outlook remains Positive.  A complete
list of ratings is provided below.

The rating action follows ASRV's completion of a $10.3 million
private placement of common stock.  Fitch notes that ASRV
previously raised an additional $25.8 million through two private
placements of common shares in fourth quarter 2004.

The upgrade of ASRV's long-term rating is reflective of improving
financial flexibility, as the proceeds of the equity offering will
be used to further reduce the parent company's debt burden.
Additionally, ASRV's demonstrated access to the capital markets to
raise equity in support of its balance sheet restructuring is
viewed positively.

The net proceeds of the equity offering will be used:

   - $1 million downstreamed to ASRVB to support the prepayment of
     approximately $100 million of Federal Home Loan Bank advances
    (6% interest rate and 2010 maturity) and related interest rate
    swaps;

   - $1 million capital infusion into AmeriServ Trust and
     Financial Services Company to support growth; and

   - $7.2 million to redeem outstanding trust preferred securities
     to $12 million.

While these actions will result in a one-time after-tax charge of
approximately $10 million-$11 million in third quarter 2005 and a
loss for the full year 2005, Fitch believes that these initiatives
help make the company's debt service less onerous and better
position ASRV for future improvements in its financial and risk
profile.  Enhanced core earnings and improved profitability
measures will determine progress on the ratings front.

This rating is upgraded with a Positive Outlook by Fitch:

   AmeriServ Financial, Inc.

     -- Long-term rating upgraded to 'B+' from 'B'.

These ratings are affirmed and maintained on Rating Outlook
Positive by Fitch:

   AmeriServ Financial, Inc.

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

   AmeriServ Financial Bank

     -- Long-term 'BB-';
     -- Long-term deposits 'BB-';
     -- Short-term 'B';
     -- Short-term deposits 'B';
     -- Individual 'D';
     -- Support '5'.

   AmeriServ Capital Trust I

     -- Trust preferred 'B-'.


AMES TRUE: Moody's Junks $300 Million Senior Notes' Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded Ames True Temper's corporate
family rating and debt ratings.  The rating outlook remains
negative.  At the same time, Ames True Temper's (ATT) liquidity
rating was downgraded to an SGL-3 from an SGL-2.

The rating downgrades reflect Ames' continuing poor operating
performance and corresponding deterioration in its credit metrics.
The downgrade of the company's liquidity rating reflects Moody's
expectation that the company's decreasing operating cash flow
(adjusted retained cash flow decreased to $11 million in the LTM
ended June 2005 from $24 million in fiscal 2004) will continue
over the next twelve months and that increased discipline in
working capital management will not be enough to offset such
declines.  The SGL downgrade also reflects EBITDA covenant
capacity, which may further impact the company's financial
flexibility if operations do not improve.

ATT's operating performance degradation has been caused by
continuing high raw material prices, which the company has not
been able to fully recapture through price increases, and a
slowdown in consumer spending, neither of which is expected to
materially change in the near term.  These difficulties culminated
in a 10% downward revision of expected fiscal 2005 EBITDA to about
$42 million.

The company's poor operating performance has resulted in
deteriorating adjusted credit metrics.  Of particular concern is
the company's low interest coverage (EBITDA/interest), which
decreased to 1.2x in the LTM ended June 2005 from 3.4x in fiscal
2004.  The decrease in EBIT margins to 6.3% in the LTM ended June
2005 from 8.3% in fiscal 2004 and the increase in leverage
(debt/EBITDA) to 8.7x in the LTM ended June 2005 from 7.1x in
fiscal 2004 are also significant concerns.  In accordance with
Moody's Global Standard Adjustments, these ratios were adjusted
for the company's defined benefit pension plan and to capitalize
operating leases.

ATT's ratings are supported by the company's leading brand names
(Ames and True Temper) and its competitive/market share position
in the lawn & garden industry through its relationships with the
"big box" home center retailers (differentiated brands for
different retailers), which have become the dominant distribution
channel in the lawn and garden category.  The ratings are also
supported by the company's ongoing new product innovations.

The negative ratings outlook reflects Moody's belief that Ames
True Temper's EBITDA and cash flow generation could further
deteriorate over the next 12 to 18 months because of a combination
of the company's inability to pass through price increases and
expected continued weakness in consumer spending.  The negative
outlook also reflects Moody's belief that the company may have to
renegotiate its EBITDA bank covenant over the next 12 to 18
months.  Moody's believes the company's liquidity is adequate,
despite its operating cash flow degradation, because of the
availability under its $75 million revolver and lack of any
significant amortizing debt.

Moody's will consider stabilizing Ames True Temper's ratings if
operations and cash flow generation improve through a likely
combination of:

   1) moderating raw material prices coupled with cost saving
      initiatives; and

   2) enhanced adjusted operating metrics to previous levels (EBIT
      margins around 10%, leverage of about 5x to 6x and interest
      coverage in the 2x to 3x range).

Ratings could be further lowered if ATT's operating results
decline more than expected in the remaining quarter of fiscal 2005
or fiscal 2006 resulting in EBIT margins of less than 5%, leverage
increases to 8.5x or higher or interest coverage declines below
1x.

These ratings have been downgraded:

   * Corporate family rating to B3 from B2
   * $150 million floating rate senior notes to Caa1 from B3
   * $150 million senior subordinated notes to Caa2 from Caa1
   * Speculative grade liquidity rating to SGL-3 from SGL-2

ATT is the leading North American manufacturer and marketer of
non-powered lawn and garden tools and accessories.  For the LTM
ending September 25, 2004, the company had sales of approximately
$440 million.


ANCHOR GLASS: Has Access to Wachovia & Madeleine's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on a final basis, Anchor Glass Container Corporation
to use Cash Collateral, which may be subjected to Madeleine LLC's
junior security interest, solely to fund its ordinary and
necessary expenses.

The Debtor had asked permission from the Bankruptcy Court to use
cash collateral securing approximately $63.5 million of Wachovia
Capital Finance Corporation prepetition claims.  Wachovia holds a
first priority lien on among other assets, the Debtor's accounts
and inventory.

Madeleine, LLC, with approximately $15.4 million in prepetition
claims against the Debtor, also holds a junior prepetition lien on
the same accounts and inventory.  The Debtor had also asked the
Bankruptcy Court to grant Madeleine replacement liens as adequate
protection.

                    Adequate Protection

As adequate protection for Madeleine's prepetition security
interest in Debtor's accounts and inventory, Madeleine is granted
a security interest and lien on all of the Debtor's postpetition
accounts and inventory and all other collaterals in which
Madeleine asserts a Replacement Lien.  Madeleine asserts a claim
in the Debtor's case for $15,373,880 as of the Petition Date.

In addition, Madeleine is also granted an administrative claim for
any diminution of value of the Cash Collateral from and after
the Petition Date.

If an Event of Default occurs under the Wachovia Facility and is
not cured by the Debtor or waived by Wachovia, then the Debtor's
right to use Cash Collateral will immediately cease.

The Debtor's right to use Cash Collateral will expire on the
earlier of:

    -- August 7, 2006, unless mutually extended by Madeleine and
       the Debtor,

    -- the occurrence of an Event of Default, or

    -- Madeleine's claims are paid in full or are transferred to a
       separate, segregated cash account.

The Official Committee of Unsecured Creditors is entitled to
investigate to and through November 7, 2005, the validity,
amount, perfection, priority, enforceability and recovery of
Madeleine's liens, claims and security interests and the
obligations arising under the Madeleine Loan Agreement, including
the existence of claims or setoff rights against Madeleine and
any right to recharacterize the Madeleine claims as equity.

On the funding date of the financing provided by the Noteholders
DIP Financing Order, Madeleine will receive:

    -- payment on account of its claims including principal,
       interest and attorneys' fees and other costs, which may
       be reimbursed under the Madeleine Loan Agreement; plus

    -- an expense reserve of $100,000.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/finalCashCollateralOrder.pdf

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


ARMSTRONG WORLD: Wants to Pay Womble Carlyle $1.4M Contingency Fee
------------------------------------------------------------------
As previously reported, Armstrong World Industries, Inc., and its
debtor-affiliates sought and obtained the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Womble Carlyle
Sandridge & Rice PLLC as their special counsel for business law
and non-products liability litigation.

While the Order provided that Womble Carlyle would bill the
Debtors for its services at its standard hourly rate, the Debtors
have sought and obtained the Court's nod to modify that hourly fee
structure with respect to the firm's representation of Armstrong
World Industries, Inc., in connection with litigation related to
tort and breach claims that AWI asserted against EFP Floor
Products Fussboeden GmbH St. Johann and its affiliates.

For services rendered by Womble Carlyle in pursuit of the EFP
Litigation Claims beginning June 1, 2002, the Supplemental
Application provided that:

   -- Womble Carlyle would bill AWI at an hourly rate equal to
      50% of the hourly rates charged to AWI for all other
      matters;

   -- Womble Carlyle would not bill AWI more than $100,000 and
      $150,000 in fees for pursuing the EFP Litigation Claims
      in 2002 and 2003; and

   -- any fees over $100,000 and $150,000 incurred by Womble
      Carlyle in pursuit of the EFP Litigation Claims in 2002
      and 2003 would be billed to AWI in January 2003 and
      January 2004.

Against this backdrop, AWI agreed to remit to Womble Carlyle
25% of any net settlement or arbitration award over $250,000
received by AWI in connection with the EFP Litigation.

In connection with the EFP Settlement Agreement and pursuant to
the Supplemental Retention Order, AWI is required to pay Womble
Carlyle 25% of the Arbitration Settlement Sum, less $250,000.  AWI
and Womble Carlyle have also agreed that the firm's efforts in
resolving the Arbitration Proceeding contributed to the resolution
of the Preference Action, which will ultimately result in payment
of a $1.5 million Preference Settlement Sum.

Accordingly, AWI has agreed to attribute $500,000 of the
Preference Settlement Sum to the Arbitration Settlement Sum, and
calculate Womble Carlyle's contingency fee based on the revised
amount, totaling $5.75 million.  As a result, the amount payable
to Womble Carlyle in connection with its efforts to resolve the
EFP Litigation Claims is equal to 25% of the Revised Arbitration
Settlement Sum minus $250,000, totaling $1,375,000.

Accordingly, AWI seeks the Court's authority to pay the $1,375,000
Contingency Fee to Womble Carlyle.

AWI asserts that Womble Carlyle's services were important to the
ultimate resolution of the EFP Litigation.  The Contingency Fee is
also reasonable in light of the services provided by the firm over
the last several years.

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; Bank


ATA AIRLINES: Court Approves Worldspan Settlement Agreement
-----------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates sought and obtained
from the U.S. Bankruptcy Court for the Southern District of
Indiana approval for a settlement agreement between the Debtors
and Worldspan, L.P.

As previously reported in the Troubled Company Reporter on
September 14, 2005, pursuant to a Participating Carrier Agreement
dated June 11, 1994, Worldspan agreed to provide to ATA certain
computerized reservations systems and related services.

A dispute has arisen between the parties regarding certain
prepetition charges to ATA that the Debtor charged back through
the Airlines Clearing House, Inc.

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

   (i) that ATA will assume the Participating Carrier Agreement
       as part of a confirmed plan of reorganization, with the
       assumption of the Agreement being effective on the
       Effective Date of the Plan; and

  (ii) on the final cure amounts of defaults associated with the
       Prepetition Obligations and any administrative expense
       claims arising from the negotiation of the Settlement.

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


ATA AIRLINES: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
The Reorganizing Debtors ATA Holdings Corp., ATA Airlines, Inc.,
ATA Leisure Corp., and ATA Cargo, Inc., delivered a Joint Plan of
Reorganization and Disclosure Statement explaining the Plan to the
U.S. Bankruptcy Court on September 30, 2005.

The Reorganizing Debtors expect to emerge from bankruptcy on
January 13, 2006.

The hearing to consider the adequacy of the Disclosure Statement
is scheduled for October 25, 2005, at 10:00 A.M.  Any objections
are due October 21.

If the Disclosure Statement is approved by that time, the
Reorganizing Debtors propose to set the hearing to confirm the
plan December 20, 2005.  Objections to confirmation of the plan
are due December 13, 2005.

                    Overview & Summary of Plan

The Plan is the product of negotiations among the Reorganizing
Debtors, the Official Committee of Unsecured Creditors, the ATSB
Lenders, Southwest Airlines Co., a New Investor, and other
parties-in-interest.

The Plan contemplates the substantive consolidation of the
Estates of ATA Holdings, ATA Cargo, and ATA Leisure into the
Estate of ATA Airlines for purposes related to the Plan including
voting, confirmation, and distribution.  The Plan does not deal
with Claims against or Interests in or the assets of the
Liquidating Debtors.

The Reorganizing Debtors believe that substantive consolidation is
warranted since they operate as a unitary business; ATA Holdings
is the sole shareholder of ATA Cargo, ATA Leisure and ATA
Airlines; there is little to no distinction between employees of
each of the Reorganizing Debtors; all expenses of the Reorganizing
Debtors are paid from ATA Airlines or ATA Holdings accounts; and
all income to the Reorganizing Debtors is swept into ATA Airlines
or ATA Holdings accounts.

The unified operation of the Reorganizing Debtors is in contrast
to the independent operation of the Liquidating Debtors.  C8
Airlines, Inc., one of the Liquidating Debtors, has its own
employees, accounting system and facilities.

                   Focus on Two Core Businesses

Pursuant to their new business plan, the Reorganizing Debtors will
focus on two core businesses: the military charter services and
scheduled passenger services provided by ATA.

(A) Military Charter Business

The military charter business has historically been profitable for
ATA Airlines, and is based on fixed-rate annual contracts.  ATA
does sell downtime on its military and scheduled service aircraft
to tour operators on an ad hoc basis.

ATA Airlines primarily uses its fleet of four owned L1011-500
aircraft and one leased L1011-100 aircraft to support its military
charter business.  The Reorganizing Debtors note that ATA's
existing L1011-500 fleet faces significant maintenance costs and
greater potential for regulatory issues.  Specifically, two of
these aircraft will require heavy airframe overhauls in the fourth
quarter of 2005.  These overhauls are required at least every five
years, and each overhaul costs approximately $4 million.

ATA Airlines is seeking to replace or augment these aircraft with
more suitable aircraft.  In particular, ATA is attempting to lease
B767-300 aircraft for this purpose.  These aircraft are paid for
by the military at the medium class rate, which is a higher rate
per seat mile than the large class rate applicable to the L1011-
500.  Because B767-300s are eligible for flying missions in the
widebody entitlement class, but are paid at higher rates for the
medium rate class, the economics of this aircraft are favorable.

If ATA Airlines is able to lease the B767-300 replacement
aircraft, it may avoid another L1011 overhaul, due in March 2006,
and may positively affect ATA's operating performance due to the
favorable economics of using B767-300s.

ATA Airlines generated $326.9 million from its military charter
business in the year ended December 31, 2004, and $210.8 million
during the six months ended June 30, 2005.  The business plan
assumes that ATA will generate approximately $365 million in
revenue in 2005 from its military charter business, or
approximately 33% of total estimated revenues.

(B) Scheduled Passenger Services

ATA Airlines is seeking to rejuvenate its scheduled service
business at Midway through a reformulation of its fleet and
network and a decrease in unit costs.  With the help of the
codesharing arrangement with Southwest, ATA is simplifying the
scheduled services it offers the flying public and is offering
several destinations that Southwest does not currently serve.
ATA's historically profitable Hawaii business is also expected to
benefit from ATA's lower cost structure and the ability to add
Southwest customers via the Codeshare.

ATA is currently the only airline with a codesharing arrangement
with Southwest.  ATA expects to leverage this arrangement to add
incremental passengers onto its flights, thereby increasing its
load factor and revenue.  In June 2005, the codesharing
arrangement provided approximately $5.4 million in revenue to ATA,
or approximately 9% of its scheduled service revenue.

               Business Improvement Initiatives

According to John Denison, chairman and chief executive officer of
ATA Holdings, the Reorganizing Debtors have taken aggressive cost
reduction initiatives that they expect will reduce annual
operating costs by approximately $240 million.

Because airlines have less control over revenues and fuel prices,
which are subject to industry or macroeconomic trends, the
Reorganizing Debtors are focusing on reducing their controllable
costs, rationalizing ATA Airlines' route network and refleeting.

The Reorganizing Debtors have taken several steps to improve their
business model, with additional initiatives underway:

   (1) In the first quarter of 2005, ATA Airlines began a
       significant restructuring of its scheduled service
       operations and exited the nonstop jet and commuter markets
       that caused $145.8 million in losses in 2004;

   (2) Through a combination of negotiated union concessions,
       outsourcing and general headcount reductions, ATA Airlines
       will substantially decrease its workforce costs:

        -- ATA has successfully completed negotiations with the
           cockpit crewmember for approximately $130 million in
           savings for three years;

        -- ATA has reduced its total workforce by 40%, from more
           than 8,000 employees in March 2004 to 4,651 as of
           June 30, 2005;

        -- ATA has met with the leadership of the Association of
           Flight Attendants and provided a term sheet for long-
           term concessions totaling approximately $6 million in
           2006;

        -- ATA reduced through maintenance outsourcing, headcount
           in base maintenance operations by approximately 310
           employees in September 2005.  ATA has issued requests
           for proposals from third party maintenance providers
           and provided employees with appropriate notices, but
           there are no contracts in place at this time.  The
           Aircraft Mechanics Fraternal Association has requested
           through the National Mediation Board a resumption in
           negotiations for a first agreement, the timing of
           which may now be altered due to the outsourcing
           decision;

        -- ATA expects that approximately 20 stores employees,
           who are represented by the International Association
           of Machinists, will be affected by its decision to
           outsource maintenance services.  ATA began talks with
           the IAM for a first contract covering this work group
           but those talks are currently in recess;

        -- ATA expect to modify its collective bargaining
           agreement with the Transport Workers Union for the
           conversion to the non-contract employee benefits plan
           for 2006;

        -- ATA's non-union administrative workforce has taken a
           5-20% wage reduction, depending on level, in the last
           year.  ATA has also stopped matching contributions to
           its 401K plan for non-union employees.  ATA expects
           the pay freeze is expected to remain in place;

   (3) With the advise of Mercer Management Consulting, the
       Reorganizing Debtors will generate savings through
       outsourcing and the renegotiation of existing vendor
       agreements;

   (4) ATA Airlines' insurance provider allowed it to forego its
       July 2005 quarterly insurance premium of $3.7 million.
       ATA also expects to reduce its quarterly insurance
       premiums for 2006 by 26%.  The new insurance year
       begins October 1, 2005;

   (5) ATA Airlines is currently negotiating with Regions Bank
       and the Indianapolis Airport Authority that will result in
       ATA maintaining required maintenance facilities for line
       maintenance and parts storage and for corporate and
       operations office and space requirements, while providing
       a reduction in leased office facility space and a
       substantial reduction in costs of occupancy at the
       Indianapolis International Airport.  The office
       consolidation is expected to be completed by the end of
       the first quarter of 2006;

   (6) ATA Airlines is transferring its customer reservations
       services to an outside service provider, Precision
       Response Corporation.  The outsourcing of these services
       will eliminate approximately 100 positions at the
       Indianapolis reservation center.  The transfer of these
       services is expected to be completed by November 1, 2005;

   (7) ATA Airlines is currently exploring ways to expand the
       existing codesharing arrangement with Southwest;

   (8) With SkyWorks' assistance, ATA Airlines is currently in
       the process of refleeting to a smaller gauge aircraft that
       will better suit the new business plan; and

   (9) To avoid constraints from pricing its own seats, ATA
       expects to reduce its dependence from bulk-seat sales
       agreements with tour operators in the future.

                New Capital and Rights Offering

The Plan is premised upon the investment of up to $130 million of
new capital effective as of the Effective Date of the Plan to be
invested by Southwest, the New Investor, or the holders of
General Unsecured Claims who are "accredited investors" who decide
to participate in a Rights Offering.

Southwest has committed to purchase shares of the New Preferred
Stock A for $30 million.  On a Fully Diluted Basis, the New
Preferred Stock A will represent 27.5% of the equity of
Reorganized Holdings.

As previously reported, Southwest provided $40 million in
postpetition financing to ATA.  The parties have agreed that the
Southwest DIP Facility will terminate on the earlier of (1) the
effective date of a plan of reorganization or (2) December 31,
2005, unless otherwise extended.

The Reorganizing Debtors have also obtained commitment from the
New Investor to provide $40 million in connection with a New DIP
Financing and up to $100 million of new capital.  The
Reorganizing Debtors will subject that offer to competitive
bidding.  They will seek Court approval of the New Investor's
selection as lead bidder as well as permission to provide the New
Investor with the protections of a "Break-up Fee" and other bid
protections to encourage the New Investor to negotiate definitive
documentation regarding the New Investor's commitment to invest.

                   Bankruptcy Considerations

Mr. Denison tells the Court that any significant delay in the
Reorganizing Debtors' emergence from bankruptcy may further
disrupt their operations.

He says that, if the Plan is not approved or confirmed in the time
frame currently contemplated, could further adversely affect the
Reorganizing Debtors' operations and relationships with their
customers, suppliers, employees, regulators, distributors and
agents.

Mr. Denison notes that the failure to obtain confirmation of a
plan of reorganization by December 31, 2005, satisfactory to
Southwest could result in the loss of a seven-year extension of
the Southwest codesharing arrangement, the maturity of the
Southwest DIP Loan and the loss of a commitment by Southwest to
purchase preferred stock of the Reorganized Debtors for $30
million.

Moreover, he says that prolonged Chapter 11 Cases may make it more
difficult to retain management and other key personnel and may
require senior management to spend a significant amount of time
and effort dealing with the Debtors' financial reorganization
instead of focusing on the operation of their business.

Agreements with certain lessors under Section 1110(b) of the
Bankruptcy Code are also conditioned on confirmation of a plan on
or before December 31, 2005.

       Feasibility of the Plan and Financial Projections

Pursuant to Section 1129(a)(11) of the Bankruptcy Code, to confirm
the Reorganizing Debtors' Chapter 11 Plan, the Bankruptcy Court
must find that confirmation of the Plan is not likely to be
followed by the liquidation or the need for further financial
reorganization of the Reorganizing Debtors unless contemplated by
the Plan.

The Reorganizing Debtors inform the Court that their Financial
Pro Forma Projections for 2006, 2007, and 2008 indicate that they
should have sufficient cash flow to pay and service their
obligations under the Plan and to fund their operations.

The Reorganizing Debtors will file their Pro Forma Projections
with the Court on or before October 21, 2005.

                      Best Interests Test

The "best interests" test under Section 1129(a)(7) of the
Bankruptcy Code requires the Court to find either that:

    (i) all members of an impaired class of claims or interests
        have accepted the plan; or

   (ii) the plan will provide a member who has not accepted the
        plan with a recovery of property of a value, as of the
        effective date of the plan, that is not less than the
        amount that the holder would recover if the debtor were
        liquidated under Chapter 7 of the Bankruptcy Code.

The Reorganizing Debtors believe that the Plan clearly meets the
"best interests" test of Section 1129(a)(7).  They believe that
the members of each impaired class will receive at least as much
under the Plan as they would in a liquidation in a hypothetical
chapter 7 case.  Creditors will receive a better recovery through
the distributions contemplated by the Plan because the continued
operation of the Reorganizing Debtors as going concerns rather
than their forced liquidations will allow the realization of more
value for the Reorganizing Debtors' assets.

The Reorganizing Debtors will file their reorganization valuation
analysis and their liquidating analysis on or before October 21,
2005.

A free copy of the Reorganizing Debtors' Chapter 11 Plan is
available at:

        http://bankrupt.com/misc/3605_ATA_Chapter_11_Plan.pdf

A free copy of the Reorganizing Debtors' Disclosure Statement is
available at:

        http://bankrupt.com/misc/3006_disc_sttmnt.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. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Gets Court Nod to Sell More Chicago Express Assets
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave ATA Airlines, Inc., and Chicago Express Airlines, Inc., nka
C8 Airlines, Inc., permission to execute the Asset Purchase
Agreement with CSC Investment Group and Colgan Air, Inc., and to
take all actions contemplated under the Agreement.

As previously reported in the Troubled Company Reporter on
September 8, 2005, Chicago Express and the Debtors have continued
negotiations with CSC and Colgan Air for the sale of additional
assets of Chicago Express and the Saab aircraft of ATA Airlines
for $2.1 million.

The Debtors and CSC executed a purchase agreement for the
Additional Assets in August 2005.

Colgan is not be a party to the Purchase Agreement but will be
required to deliver to ATA and Chicago Express representations,
warranties and indemnities similar to those to be delivered by CSC
under the Agreement.

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


AVANEX CORP: Deloitte Raises Going Concern Doubt in Annual Report
-----------------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about Avanex
Corporation's (Nasdaq: AVNX) ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's recurring losses and negative cash flows from
operations.

The Company delivered its Annual Report under Form 10-K with the
Securities and Exchange Commission on Sept. 28, 2005.  The Company
says it will continue its restructuring efforts that will result
in a significant reduction in the size of its workforce.

              Liquidity and Capital Resources

Avanex repaid and terminated a revolving line of credit with a
financial institution in May 2005.  Immediately prior to its
termination and repayment of the credit line, there was a balance
outstanding of $3.1 million.

"At June 30, 2004, we had short-term borrowings of $3.7 million
against this line, the Company disclosed in its Annual Report.
"Additionally, the line of credit secured three letters of credit
totaling approximately $3.6 million in aggregate relating to
certain facility leases.  The line of credit bore interest at
prime plus 1.25% and, at June 30, 2004, the effective interest
rate was 5.25%."

                        New Acting CFO

The Company appointed Tony Riley as its Acting Chief Financial
Officer effective Sept. 14, 2005.

Mr. Riley, age 38, joined the Company as a consultant in May 2005
and has served as corporate controller since August 2005.  From
September 2002 to September 2005, Mr. Riley was a consultant with
The CFO Network LLC, a financial consulting firm that specializes
in interim and full-time CFO and controllership consulting,
Sarbanes-Oxley project management and strategic consulting.  From
March 2001 to September 2002, Mr. Riley held positions in the
finance department of ACLARA Biosciences, a bioscience company,
including Director, Finance and Accounting (Acting) and Chief
Financial Officer (Acting).

From April 2000 to March 2001, Mr. Riley was Corporate Controller
at Kosan Biosciences, a biotechnology company.  From October 1997
to February 2000, Mr. Riley held various positions in the finance
department of Troy Corporation, a manufacturing company.  Mr.
Riley has also held internal audit positions with Imperial Credit
Industries and Western Financial Savings Bank and was an auditor
with Grant Thornton LLP.  Mr. Riley holds an MBA from the
University of Chicago and BSc from the University of Bristol,
England, and is a Certified Public Accountant.

Since May 2005, the Company has used the services of consultants
from The CFO Network LLC.  Mr. Riley is a co-founding partner of
The CFO Network LLC.  The amount billed to the Company from The
CFO Network LLC since May 2005 is approximately $360,000.

Mr. Riley will be paid an annual base salary of $260,000 in his
new position.  In addition, Mr. Riley will receive an option to
purchase 350,000 shares of the Company's Common Stock at the
current fair market value.  One fourth of the shares subject to
the option shall vest one year after the commencement of Mr.
Riley's employment with the Company, and 1/48th of the shares
subject to the option shall vest monthly thereafter, so that the
option shall be fully vested four years from the date of
commencement of employment.  The vesting of the shares subject to
the option may be accelerated in specified circumstances.  In
addition, Mr. Riley will be eligible to participate in the
Company's Fiscal 2006 Incentive Bonus Plan.  In the event that Mr.
Riley's employment is terminated without cause within six months
of the date of commencement of employment, he shall be entitled to
receive restricted stock units worth $10,000 for each month of
employment completed.  In the event that Mr. Riley's employment is
terminated without cause following six months of the date of
commencement of employment, he shall be entitled to receive
severance according to the Company's standard severance policy for
vice presidents of the Company.

Avanex Corporation -- http://www.avanex.com/-- provides fiber
optic communications services to its consumers which includes
enable or enhance optical wavelength multiplexing, dispersion
compensation, switching and routing, transmission, amplification,
and include network-managed subsystems. Avanex was incorporated in
1997 and is headquartered in Fremont, California.  Avanex also
maintains facilities in Erwin Park, N.Y.; Nozay, France; San
Donato, Italy; Shanghai, China; and Bangkok, Thailand.


AVENUE CLO: Moody's Rates $19 Million Class B-2L Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of notes
issued by Avenue CLO Fund, Ltd.  Moody's assigned these ratings:

   * Aaa to the U.S. $9,000,000 Class X Notes Due October 2010,

   * Aaa to the U.S. $320,000,000 Class A-1L Floating Rate Notes
     Due October 2017

   * Aa2 to the U.S. $35,500,000 Class A-2L Floating Rate Notes
     Due October 2017

   * A2 to the U.S. $22,500,000 Class A-3L Floating Rate Notes
     Due October 2017

   * Baa2 to the U.S. $19,250,000 Class B-1L Floating Rate Notes
     Due October 2017

   * Ba2 to the U.S. $19,000,000 Class B-2L Floating Rate Notes
     Due October 2017

Avenue Capital Management II, LLC will serve as the collateral
manager for the transaction.

Moody's noted that its ratings of notes issued by this cash flow
CDO reflect:

   * the credit quality of the collateral pool (which consists
     primarily of non-investment grade corporate loans);

   * the credit enhancement for the notes inherent in the capital
     structure; and

   * the transaction's legal structure.


AXLETECH INT'L: Moody's Junks $85 Million Second Lien Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned ratings to AxleTech
International Holdings, Inc.; Corporate Family, B2; Senior secured
first lien revolving credit and term loan, B2; and Senior secured
second lien term loan, Caa1.  The ratings were assigned in
relation to a leveraged acquisition of the company led by The
Carlyle Group.

The ratings reflect:

   * the substantial leverage deployed in the capital structure;

   * modest scale of the underlying business;

   * moderate customer concentration;

   * the cyclical nature of the company's commercial end market
     applications; and

   * the constraining impact of expected growth on free cash flow
     generation.

The ratings also incorporate beneficial attributes of the
company's business model, including:

   * term awards on a sole source basis;

   * significant aftermarket replacement parts and service
     revenues; and

   * the company's ability to recover cost increases in raw
     materials.

In addition AxleTech's revenues are diversified geographically,
and its business is spread across commercial, military and
aftermarket segments.  Significant amounts of intangibles will
result from the transaction, leaving both 1st and 2nd lien
creditors exposed to enterprise value for full recovery in
downside scenarios.  The outlook is stable.

Ratings assigned:

   * Corporate Family, B2
   * Senior Secured $130 million 1st Lien Term Loan, B2
   * Senior secured $50 million 1st Lien Revolving Credit, B2
   * Senior Secured $85 million 2nd Lien Term Loan, Caa1

Debt obligations will be guaranteed by AxleTech's domestic
operating subsidiaries and by holding company (ies) above the
obligor.  Security interests will cover all tangible and
intangible domestic assets of the borrower and guarantors as well
as 65% of the shareholdings in international subsidiaries.

AxleTech is a global supplier of planetary axles, brakes, other
drivetrain components and aftermarket parts for off-highway,
military and specialty vehicles.  Revenues for 2005 are
anticipated to be approximately $250 million.  The company is
being acquired by The Carlyle Group from Wynnchurch Capital and
other minority shareholders.  Wynnchurch Capital and senior
management will continue in the ownership structure with The
Carlyle Group.

The customized and engineered nature of the company's products and
the low per annum unit volume establishes strength to the
company's business model.  Business awards require long-lead
times, products are highly engineered and, with few exceptions,
result in sole-source supply arrangements over long vehicle
program lives.  The up-front design costs and low annual unit
volume limits the opportunity for competitors to displace AxleTech
and creates switching costs for original equipment manufacturers.
The company generally has minimum unit volumes stipulated under
program agreements and has the ability to revise pricing to
recover higher raw material or other costs.  The long life of the
programs and the rugged environment in which the vehicles using
the company's components operate results in a significant demand
for replacement parts and services.  The company's revenues are
spread across commercial, military and aftermarket segments, all
of which are currently experiencing healthy demand.

AxleTech is the sole North American company targeting low run,
highly customized applications for planetary axles which
constitute 62% of revenues.  Geographically, the company's
revenues are spread across the:

   * U.S. (63%),
   * Europe (25%), and
   * other international (12%).

The current senior management team has grown the company's
revenues and profitability since its original separation from
ArvinMeritor in 2002 and will continue to be invested in the new
ownership structure.  In addition, shareholder contributions will
provide a significant equity cushion for creditors.

However, the ratings also incorporate certain challenges.  These
include:

   * the high leverage deployed in the capital structure;

   * the cyclical nature of the industries served in its
     commercial segment (approximately 57% of revenue in aggregate
     from construction, material handling, agriculture and natural
     resource sectors); and

   * some customer concentration (top 15 customers account for
     roughly 69% of revenues).

Projected growth will require incremental capital expenditures and
working capital investment, constricting free cash flow
generation.  The company will have some foreign exchange exposure
as a result of a portion of its cash flow being denominated in
Euros while its debt capital will be entirely in U.S. dollars.
Acquisitions could play a role in the growth of the company,
producing some additional uncertainty for creditors.  The
transaction will create material goodwill and results in
substantial negative tangible net worth, indicating lenders'
exposure to enterprise valuations in downside recovery scenarios.

The stable outlook considers:

   * the healthy demand coming across the company's business
     segments;

   * the visibility which its order book provides over the
     intermediate period; and

   * the balance provided by its diversification across
     commercial, military and aftermarket sectors.

Free cash flow is expected for the remainder of 2005 and 2006, and
the company will have significant liquidity provided by its
revolving credit agreement.  The 1st lien term loan will have very
modest amortization over its life to limit near term cash
requirements.  Contributions to the company's modestly under-
funded domestic pension plan in excess of amounts expensed in the
income statement will not materially impact cash flows.

On a pro forma basis using Moody's standard adjustments for off-
balance sheet obligations, AxleTech's Debt to expected 2005 EBITDA
will be in the mid-five times range.  EBIT/Interest expense is
anticipated to approach 2.5 times with modest free cash flow.
Performance could improve as 2006 unfolds but over time is subject
to cyclical changes in demand from the off-highway and specialty
markets addressed.  The narrow scope of the range of products,
modest aggregate size of the business, and sizable negative
tangible net worth temper the initial ratings and position the
Corporate Family rating in the B2 category.

The B2 rating on the senior secured 1st lien facilities, level
with the Corporate Family rating, recognizes that these
obligations will account for at least 60% of the initial funded
balance sheet debt as well as their senior position in the capital
structure.  The Caa1 rating to the 2nd lien obligations reflects:

   * their effective subordination to the 1st lien debt;

   * hard asset coverage of less than 1 time on the higher
     priority claims; and

   * resultant dependence upon enterprise valuations not to
     significantly deteriorate beyond current valuations to avoid
     a material loss in a distressed scenario.

Developments which could lead to higher ratings include:

   * strong free cash flow generation which would enable
     debt/EBITDA to decline below 4.5 times; and

   * continued positive trends in customer and geographic
     diversification.

Developments which could result in lower ratings include:

   * EBIT/Interest coverage declining below 1.5 times; and

   * debt/EBITDA deteriorating beyond 6 times as result of a
     decline in performance or a debt financed acquisition.

AxleTech Holdings International, Inc. is a leading global supplier
of:

   * planetary axles;
   * brakes; and
   * other drivetrain components and aftermarket parts for:

     -- off-highway,
     -- military, and
     -- specialty vehicles.

The company is headquartered in Troy, Michigan with significant
operations in:

   * Oshkosh, Wisconsin;
   * Belvidere, Illinois;
   * St. Etienne, France; and
   * Osasco, Brazil.

The company has approximately 425 employees.


AXLETECH INT'L: S&P Puts B- Rating on $85 Million Senior Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Troy, Michigan-based AxleTech International
Holdings Inc.  At the same time, a 'B+' senior secured rating and
a '2' recovery rating were assigned to the firm's $50 million six-
year revolving credit facility (first lien) and $130 million
seven-year term loan B (first lien).  Also, a 'B-' senior secured
rating and a '4' recovery rating were assigned to the firm's $85
million 7.5-year term loan C (second lien).  The outlook is
stable.

Proceeds from the new credit facility, along with equity from The
Carlyle Group, will be used to finance Carlyle's acquisition of
the company.

"The ratings reflect AxleTech's aggressively leveraged balance
sheet, weak debt protection measures, and exposure to the cyclical
commercial off-highway and specialty vehicle market," said
Standard & Poor's credit analyst Daniel R. DiSenso.  "Moreover,
financial risk is heightened by the company's concentrated
customer list, with the top 15 customers accounting for about 69%
of sales.  These weaknesses are tempered by its presence in the
U.S. and international military markets, and its small, but
growing, high-margin aftermarket business."

With 2005 annualized estimated sales of $257 million, AxleTech is
an independent supplier of planetary axles, brakes, and other
drivetrain components, as well as aftermarket parts, to original
equipment manufacturers in the commercial and military end
markets.

AxleTech's largest business, commercial vehicle components, caters
to a diversified group of cyclical end markets, including:

   * construction,
   * material handling,
   * agricultural,
   * mining, and
   * medium and heavy-duty trucks.

The company's focus on engineered products with low production
volumes reduces the number of competitors; however, because of the
buying leverage of its OEM customers, AxleTech's EBITDA margin in
this segment is only at a mid-single-digit percentage level, and
its growth prospects are limited.  On the other hand, the company
has a very profitable and growing aftermarket operation.  The
prospects for future growth in this area are favorable, as the
aftermarket business's contribution to the company's sales
currently lags industry averages.  However, the company may
experience some margin erosion as the segment grows.

AxleTech also supplies products to military contractors who
manufacture tactical wheeled vehicles for the U.S. military and a
number of foreign governments.  Growth prospects for the next few
years are favorable because the U.S. Department of Defense is
either replacing its aging vehicle fleet with new vehicles or
electing to remanufacture critical components such as axle
assemblies.


BALL CORP: Moody's Rates $1.475 Billion Credit Facilities at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to proposed $1.475
billion senior secured credit facilities and affirmed the Ba1
corporate family rating for Ball Corporation.  Moody's also
affirmed the Ba2 ratings on Ball's $550 million senior unsecured
notes due December 12, 2012 and $297 million 7.75% senior
unsecured notes due August 1, 2006.  Ball is restructuring its
credit facilities to facilitate repatriation of about $500 million
from overseas operations, in accordance with the American Jobs
Creation Act.  The proposed transaction has no appreciable impact
on Ball's overall debt levels or leverage but does enhance
liquidity.

Moody's assigned these ratings:

   -- $715 million proposed Senior Secured Multi-currency Revolver
      maturing 2011, assigned Ba1

   -- $35 million proposed Senior Secured Revolver maturing 2011
      ("Canadian revolver"), assigned Ba1

   -- GBP 85 million proposed Senior Secured Term Loan A due 2011,
      assigned Ba1

   -- EUR 350 million proposed Senior Secured Term Loan B
      due 2011, assigned Ba1

   -- CAD 175 million proposed Senior Secured Term Loan C
      due 2011, assigned Ba1

Moody's affirmed these ratings:

   -- $297 million 7.75% Senior Unsecured Notes due
      August 1, 2006, affirmed Ba2

   -- $550 million 6.875% Senior Unsecured Notes due
      December 12, 2012, affirmed Ba2

   -- Corporate Family Rating, affirmed Ba1

Moody's prospectively withdrew these ratings:

   -- $415 million Senior Secured Multi-currency Revolver maturing
      December 19, 2007, Ba1 rating prospectively withdrawn

   -- $35 million Senior Secured Revolver maturing
      December 19, 2007 ("Canadian revolver"), Ba1 rating
      prospectively withdrawn

   -- EUR 60 million ($72 million) Senior Secured Term Loan A, due
      December 19, 2007, Ba1 rating prospectively withdrawn

   -- GBP 40 million ($70 million) Senior Secured Term Loan A, due
      December 19, 2007, Ba1 rating prospectively withdrawn

   -- EUR 232 million Senior Secured Term Loan B due
      December 19, 2009, Ba1 rating prospectively withdrawn

   -- $145 million Senior Secured Term Loan B, due
      December 19, 2009, Ba1 rating prospectively withdrawn

The ratings outlook is stable.

Ball Corporation intends to use $1.1 billion in proceeds from the
transaction to refinance existing debt of $827 million and fund
various other corporate expenditures.  Pro forma for the
transaction, adjusted total debt to EBITDA is about 3.3x, or about
2.3x excluding effects of pensions, operating leases, and
securitizations.  Operating profitability (EBIT/revenue) and
interest coverage (EBIT/net interest expense) are expected to
remain healthy, with the former continuing above 10% and the
latter in the area of 5.0x on an unadjusted basis.

Post-transaction, Ball is expected to have significant liquidity.
Over $500 million in earnings of overseas operations are being
repatriated in connection with the current transaction.  Ball also
will have about $298 million in availability under the new, larger
$715 multicurrency revolver (after $383 million expected to be
drawn and about $34 million in outstanding letters of credit).
The new credit facilities also have an accordion feature that
allows for up to $500 million in additional borrowing.  New
borrowings will be restricted by financial covenants that are
expected to limit total debt to EBITDA to a maximum of 3.75x and
EBITDA coverage of cash interest to a minimum of 3.5x.

The ratings benefit from Ball's scale, geographic diversification,
and broad customer base, as well as Ball's position as one of four
leading companies that supply the North American market for metal
food & beverage containers and one of three that supply the
European market.  Industry practices favor cost pass-throughs for
raw materials costs, providing some cushion against rising metals
prices.  Ball's business position supports strong generation of
cash from operations, which in 2004 amounted to over $500 million,
a level that is expected to be maintained through the intermediate
term.  The ratings also benefit from Ball's demonstrated track
record of leverage reduction, with adjusted total debt to EBITDA
having fallen from about 5.7x (4.3x on an unadjusted basis) at
year-end 2002 to a level pro-forma for the current transaction of
about 3.3x (2.3x unadjusted).

The ratings are constrained by Ball's focus on the relatively
narrow metal sector of the packaging industry and an aggressive
financial policy.  Ball is expected to post negative cash flow for
the full year 2005, given sizable planned expenditures on:

   * share repurchases (over $200 million),
   * cash dividends (over $40 million), and
   * capital expenditures (about $300 million).

Moody's notes that about half of Ball's capital expenditures are
discretionary and are focused on projects that are expected to
increase operating efficiency.  The increased level of share
repurchases is likely to continue and marks a shift in Ball's
financial policy toward greater emphasis on shareholder
enhancement and away from debt reduction.

The Ba1 ratings on the senior secured facilities reflect the
guarantee and security agreements, as well as strong enterprise
value coverage.  The preponderance of the secured debt in the
capital structure and the lack of other than stock pledges in the
security package prevent notching above the corporate family
rating.

Ball Corporation and its material US subsidiaries guarantee all of
the secured facilities, including those at Ball European Holdings
and Ball Canada.  The European operations, including Ball
Holdings, SARL and material European subsidiaries, guarantee the
secured facilities at Ball European Holdings, SARL.  Security
consists of a 100% stock pledge by Ball Corporation and its
material US subsidiaries for all of the secured facilities, a 100%
stock pledge by material European subsidiaries for the European
exposures, and a 65% stock pledge by Ball Pan-European Holdings,
Inc. for the North American exposures.

The Ba2 ratings for the senior unsecured notes reflects effective
subordination to the sizable amount of secured (albeit by stock)
debt in the capital structure.  The notes are supported by
guarantees from Ball's material US domestic subsidiaries.

The stable ratings outlook reflects:

   * Ball's continued strong business profile,

   * liquidity,

   * access to financial markets, and

   * track record of managing through a difficult operating
     environment.

The outlook could be revised to positive, if:

   * Ball achieves and maintains adjusted total debt to EBITDA
     below 3.0x;

   * retained cash flow to debt above 30%; and

   * consistently strong free cash flow.

The outlook or ratings could be lowered, should an acquisition or
exogenous shock hurt cash generation and result in adjusted total
debt to EBITDA rising above 4.0x.  A sustained reduction in the
ratio of retained cash flow to total funded debt arising from
shareholder enhancement initiatives or other events could result
in a downward adjustment in the outlook or ratings.

Headquartered in Broomfield, Colorado, Ball Corporation, a holding
company, through its subsidiaries is a manufacturer of metal and
plastic packaging, primarily for beverages and foods, and a
supplier of aerospace and other technologies and services to
commercial and government customers.  Revenue for the twelve
months ended July 3, 2005 was $5.6 billion.


BAYTEX ENERGY: S&P Affirms Subordinated Debt Ratings at B-
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B-' subordinated debt ratings on Calgary,
Alta.-based Baytex Energy Trust following the trust's announcement
of a C$73 million property acquisition in the Celtic area of
Saskatchewan.  The outlook is negative.

"Baytex will fund the acquisition through the use of its existing
credit facilities; however, we expect that in the current price
environment, the trust will be able to reduce post acquisition
debt amounts to within its current level by year-end.
Nevertheless, should the trust be unable to lower leverage, a
negative rating action could occur," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "Although leverage is expected to
temporarily increase, this acquisition will strengthen the trust's
business profile, as the acquired property is analogous with
Baytex's current asset portfolio.  Furthermore, the addition of
the property's economical internal growth opportunities and strong
reserve life index adds strength to the trust's current business
profile," Ms Koutsoukis added.

The ratings on Baytex reflect:

   * the trust's smaller proven reserves base and average daily
     production;

   * its below-average reserve life index;

   * its narrow regional focus; and

   * high capital structure.

Baytex's business strategy focuses on reserves and production
growth through land acquisitions and internal development.  These
factors, which hamper the ratings, are offset by the good
development opportunities associated with Baytex's existing
portfolio of assets and the trust's competitive operating cost
profile.

The negative outlook reflects the concerns regarding overall debt
levels for the trust, which are weak for the 'B+' ratings
category.  Although the debt-financed acquisition is neutral for
the trust's financial risk profile, as S&P expects the trust will
be able to reduce leverage to pre-acquisition levels by year-end
based on the current price environment and hedges the trust
has in place, execution risk still remains.

As a result, a negative ratings action could occur if Baytex is
unable to meaningfully reduce debt levels.  Alternatively, an
outlook revision to stable is possible if the trust is able to
bring its leverage back in line for the ratings category and
demonstrates the ability to generate positive discretionary cash
flow after funding its near- and medium-term capital expenditures
and distributions.


BEAR STEARNS: Fitch Rates $19.97 Million Private Class at BB
------------------------------------------------------------
SACO I Trust issues mortgage-backed certificates, series 2005-7,
are rated by Fitch Ratings:

     -- $283.66 million class A 'AAA';

     -- $42.77 million class M-1 'AA';

     -- $7.47 million class M-2 'AA-';

     -- $12.11 million class M-3 'A+';

     -- $9.08 million class M-4 'A';

     -- $ 6.46 million class M-5 'A-';

     -- $8.88 million class B-1 'BBB+';

     -- $6.05 million class B-2 'BBB';

     -- $6.66 million class B-3 'BBB-';

     -- $19.97 million privately offered class B-4 'BB'.

The mortgage loans consist of fixed-rate, conventional, closed-end
subprime and Alt-A mortgage loans that are secured by second liens
on one- to four-family residential properties.

The 'AAA' rating on the senior certificates reflects the 29.70%
credit enhancement provided by the 10.60% class M-1, 1.85% class
M-2, 3.00% class M-3, 2.25% class M-4, 1.60% class M-5, 2.20%
class B-1, 1.50% class B-2, 1.65% class B-3, and 4.95% privately
held class B-4, as well as 4.80% target over-collateralization.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal and financial
structures, and EMC Mortgage Corporation's servicing capabilities
as master servicer.

As of the cut-off date, the mortgage loans have an aggregate
balance of $403,499,401.  The weighted average mortgage rate is
approximately 10.378% and the weighted average remaining term to
maturity is 202 months.  The average cut-off date principal
balance of the mortgage loans is $52,091.  The weighted average
original loan-to-value is 97.71%.  The properties are primarily
located in California (26.68%), Arizona (9.17%), Florida (6.47%),
and Virginia (5.88%).

The principal originators of the mortgage loans are: Finance
America, LLC, with respect to 14.25% of the loans, American Home
Mortgage Corp., with respect to 13.77% of the loans and, Opteum
Financial Services, with respect to 12.30% of the loans.  The
remainder of the loans were originated by various originators.


BOSTON GENERATING: Moody's Rates New $500 Million Facility at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Boston
Generating LLC's proposed $500 million First Lien Credit Facility
due 2010, structured as a $370 million term loan and a $130
million credit facility.  The rating outlook is stable.

Proceeds from this bank financing, along with $300 million of
senior secured second lien debt and $65 million of equity, will be
used to restructure Boston Gen's existing capital structure by
extending the maturities on $650 million of existing indebtedness
to 2010 under a first lien and second lien structure, converting a
substantial portion of the remaining debt and related obligations
to equity, and providing working capital for Boston Gen to operate
its business.

The B2 rating considers these credit challenges:

   1. Reliance on the more volatile merchant energy and capacity
      revenues for 100% of the company's cash flow.

   2. Poor historical financial results reflecting weak spark
      spreads in New England Power Pool due to the degree
      of overcapacity in the region, particularly among natural
      gas generators.

   3. Uncertainty about the timing and the outcome of Federal
      Energy Regulation Commission proceedings concerning
      the creation of a locational capacity market, which if
      adopted, could reduce some of Boston Gen's future cash flow
      volatility.

   4. Low cash flow to debt metrics expected under most reasonable
      scenarios until regional spark spreads strengthen.

   5. Existence of a long-term take-or-pay fuel supply contract
      with Distrigas, while an important resource, could expose
      Boston Gen to additional long-term financial obligations
      under certain circumstances.  Also, Boston Gen and Distrigas
      have outstanding litigation relating to the contract.

These credit challenges are balanced by these credit strengths:

   1. Boston Gen's generating assets are strategically positioned
      and are an important supply resource for the city of Boston.
      New England Independent System Operator's recent
      designation of three of Boston Gen's four units as needed
      for system reliability substantiates this view.  Those units
      have filed with FERC to receive revenues from reliability-
      must-run contracts.

   2. Strong regional and federal regulatory support for the
      creation of a locational installed capacity payment market
      in New England should particularly help BostonGen's future
      cash flow, particularly given the size of these assets
      relative to other New England generators.  Expected receipt
      of LICAP revenues are factored into the B2 rating.

   3. More than 80% of Boston Gen's installed capacity is among
      the lowest cost natural gas-fired generation in New England.
      Also, the favorable fuel supply pricing in the Distrigas
      contract places Mystic 8&9 among the lowest cost natural
      gas-fired generating facilities in ISO-NE.

   4. Existence of a 100% cash sweep could accelerate the
      amortization of first lien debt.

   5. Management familiarity with the Boston Gen assets and the
      New England market.

The B2 rating reflects Boston Gen's substantial exposure to
commodity risk in the New England generation market as all of its
future revenues will be derived from merchant energy and capacity
revenues.  Boston Gen has been operating in this market since 2002
and has recorded net losses since inception due in large part to
the continuation of low merchant energy margins in the region.
The rating considers the degree of excess generation within
NEPOOL, which has been the largest contributing factor to the
region's weak spark spreads for natural gas-fired generation.
While incremental demand will gradually work off the excess
generation capacity, the market is likely to remain overbuilt for
the next several years.

The B2 rating considers the uncertainty surrounding regulatory
proceedings at FERC involving the introduction of a functional
capacity market in NEPOOL.  While Moody's believes that recent
actions by FERC and by the ISO-NE support the approval of RMR
contracts for Boston Gen in the near-term and the establishment of
LICAP payments for New England generators, uncertainty exists as
to the timing and the final outcome of both of these regulatory
proceedings.  The rating factors in the existence of a long-term
take-or-pay contract with Distrigas with minimum take requirements
as well as the uncertainty surrounding ongoing litigation between
Boston Gen and Distrigas.

The B2 rating acknowledges the competitive heat rates at most of
the Boston Gen assets (Mystic 8 & 9 and Fore River) particularly
when compared to other, older less efficient fossil fuel units in
NEPOOL.  The rating considers the locational value of these assets
relative to the electric supply needs of Boston, particularly
Mystic 7, 8, and 9, as evidenced by ISO-NE's designation of these
units to receive revenues from RMR contracts during the next year.
The rating recognizes:

   * the relatively low operating risk associated with these
     assets;

   * the steadily improving availability factors;

   * the familiarity of these assets to the new management team;
     and

   * the benefits that should accrue to Boston Gen from the long-
     term service agreement with Mitsubishi Heavy Industries
     Group.

Financial metrics are expected to be volatile on a year over year
basis given the reliance on merchant revenues for all of the
company's cash flow.  Moody's estimates that the ratio of funds
from operations to total debt for Boston Gen will range from 5% to
8% under most realistic scenarios over the next few years.  To
that end, the degree of refinancing risk in 2010 will depend, in
large measure, on the health of the energy market and a functional
capacity market in NEPOOL.

Under the $500 million in First Lien credit facilities, $370
million will be drawn as a term loan, of which $350 million will
be use to repay a like amount of existing bank debt and associated
obligations with the remaining $20 million used to fund the debt
service reserve at Boston Gen.  Of the remaining $130 million of
first lien debt:

   * $50 million will be drawn to fund a synthetic Letter of
     Credit facility to be used for hedging;

   * another $50 million will be drawn for working capital needs;
     and

   * $30 million will be used to fund a debt service reserve,
     which, including the funding of $20 million from the term
     loan, is the equivalent of approximately 9 months of
     mandatory debt service requirements.

The first lien facilities will be secured by a first lien on the
all of the Boston Gen assets, and will receive upstream guarantees
from each of the legal entities that hold the generating assets.
The term loan will have a waterfall for payments and will feature
a 100% cash sweep of any excess cash, which could help to
facilitate a more rapid amortization of the term loan.  The second
lien term loan will have a second priority position in the same
collateral and will largely have the same covenant package as the
first lien term loan.  Collateral coverage appears adequate,
particularly for first lien debt holders.  A recent third party
appraisal of the assets indicate a market value of around $1.4
billion relative to the $500 million of first lien debt and the
$300 million of second lien debt.

The rating outlook is stable reflecting a gradual expected
improvement in spark spreads in NEPOOL over the next several years
and the implementation of a functioning capacity market, either in
the form of RMR contracts or LICAP payments.  To the extent that
spark spreads weaken from current expectations or if a functioning
capacity market is not introduced in a reasonable time frame, the
rating could be downgraded.  Alternatively, should spark spreads
strengthen from their current levels, and should a robust capacity
market develop over a sustainable timeframe resulting in less
volatility in cash flow and more rapid debt amortization, the
rating could be upgraded.

Boston Gen is a wholly-owned subsidiary of EBG Holdings, Inc.,
which in turn, after completion of the debt restructuring will be
owned 10% by K Road BG LLC and 90% by the existing lenders.
Boston Gen owns three separate subsidiaries:

   * Mystic I, LLC;
   * Mystic Development, LLC; and
   * Fore River Development, LLC.

These subsidiaries collectively own generation facilities which
aggregate 2,976 megawatts and each will guarantee the credit
facilities.  Mystic I, LLC owns Mystic Station, a 573 MW two unit
dual fuel-fired generation station in Everett, Massachusetts.

Mystic Development owns Mystic 8 and 9, a combined 1,602 MW
natural gas fired combined cycle generating facility adjacent to
Mystic 7.

Fore River owns an 801 MW natural gas fired combined cycle
generating facility in Weymouth, Massachusetts.

In addition, an affiliate of K Road will manage and operate the
company and its assets.


BREUNERS HOME: Resolves Claim Disputes with Two Landlords
---------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
Affiliates' estates, asks the U.S. Bankruptcy Court for the
District of Delaware to approve the stipulation resolving the
treatment of certain claims asserted by BLR Realty Company,
Mainsay Corp., and 1620-34 Boton Post Road LLC against Huffman
Koos, Inc.

BLR Realty, Mainsay Corp. and 1620-34 leased commercial real
property to Huffman Koos, Breuners Home's affiliate, pursuant to a
Master Indenture of Lease.  Huffman Koos' obligations under the
lease are secured by a letter of credit and certain life insurance
policies.  The Debtors rejected this lease in Dec. 2004.

In Jan. 2005, the landlords asserted approximately $5.2 million in
claims against the Debtors' estates comprising of $88,734 in
unpaid prepetition rent and approximately $5 million in rejection
damages.

The landlords subsequently asked the Bankruptcy Court to lift the
automatic stay so they can apply the collateral to reduce their
claim.  The landlords valued the collateral at approximately $1.6
million as of the petition date.

To consensually resolve the issues raised in the stay relief
motion, the landlords and Mr. Claybrook agree that:

    a) the landlords' claim will be entered as a first priority
       secured claim against Huffman Koos Inc. up to $1,593,796,
       or the full value of the collateral;

    b) the landlords will continue to hold a deficiency claim
       against Huffman Koos to the extent that their claim exceeds
       the value of the collateral.

    c) the $116,942 administrative expense priority claim
       previously allowed by the Bankruptcy Court as rejection
       damages is separate from the allowed secured and deficiency
       claims.

The Trustee tells the Bankruptcy Court that the stipulation is in
the best interest of their estates as it avoids the expense
related to litigating the landlords' stay relief motion and it
preserves the Trustee's right to contest the deficiency claims at
a later date.

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Great American Group, Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought
on board within the first 30 days of the bankruptcy filing to
conduct Going-Out-of-Business sales at the furniture retailer's 47
stores.  The Court converted the case to a Chapter 7 proceeding on
Feb. 8, 2005.  Montague S. Claybrook serves as the Chapter 7
Trustee.  Mr. Claybrook is represented by Michael G. Menkowitz,
Esq., at Fox Rothschild LLP.  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


BROOKLYN HOSPITAL: Wants Stroock & Stroock as Bankruptcy Counsel
----------------------------------------------------------------
The Brooklyn Hospital Center and Caledonian Health Center, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of New
York, Brooklyn Division for permission to employ Stroock & Stroock
& Lavan LLP as their bankruptcy counsel, nunc pro tunc to
Sept. 30, 2005.

Stroock will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession;

   (b) assist the Debtors in negotiating, formulating, and taking
       the necessary legal steps to confirm a chapter 11 plan of
       reorganization;

   (c) prepare and file all necessary applications, motions,
       orders, reports, adversary proceedings, responses,
       pleadings and documents in the Debtors' chapter 11 cases;

   (d) represent the Debtors at hearings and proceedings;

   (e) take all necessary action to protect and preserve the
       Debtors' estates, including prosecute and defend all
       actions and proceedings by or against the Debtors;

   (f) represent and negotiate on behalf of the Debtors regarding
       any postpetition financing for the Debtors and any sale of
       assets;

   (g) counsel and represent the Debtors regarding the assumption
       and rejection of executory contracts and unexpired leases
       and analyze claims and negotiate all matters with creditors
       on behalf of the Debtors; and

   (h) perform all other legal services for the Debtors that may
       be desirable and necessary for the efficient and economic
       administration of the Debtors' chapter 11 cases.

Lawrence M. Handelsman, Esq., a partner at Stroock & Stroock &
Lavan LLP, discloses that the Firm received a $395,000 retainer.

The hourly rates of professionals engaged are:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners & Special Counsel       $550 to $795
      Associates                       $280 to $425
      Paralegals & Clerks              $130 to $210

      Professional                     Hourly Rate
      ------------                     -----------
      Lawrence M. Handelsman, Esq.         $795
      Eric M. Kay, Esq.                    $550
      Joshua A. Lefkowitz, Esq.            $425
      Omeca N. Nedd, Esq.                  $280
      Sayan Bhattacharyya, Esq.            $280

The Debtors believe that Stroock & Stroock & Lavan LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

With 350 attorneys in three offices, Stroock & Stroock & Lavan LLP
-- http://www.stroock.com/-- is a full service firm and is well
known for the high quality of its services in the areas of
bankruptcy, corporate, real estate, litigation, intellectual
property, labor, employee benefits, and tax law.

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.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Wants Garfunkel as Special Healthcare Counsel
----------------------------------------------------------------
The Brooklyn Hospital Center and Caledonian Health Center, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of New
York, Brooklyn Division for permission to employ Garfunkel, Wild &
Travis, P.C., as their special healthcare, regulatory, corporate
and finance counsel, nunc pro tunc to Sept. 30, 2005.

Garfunkel Wild will:

   (a) assist the Debtors in negotiating and documenting
       arrangements and agreements with their lenders, suppliers,
       landlords and other parties relating to general corporate,
       healthcare, finance and other non-bankruptcy related
       matters;

   (b) provide regulatory advice to the Debtors and consult with
       the Debtors on health care and other non-bankruptcy related
       matters;

   (c) assist in the preparation and prosecution of non-bankruptcy
       administrative and litigation matters relative to the
       Debtors' businesses;

   (d) provide continuing legal advice in connection with health
       care, regulatory, corporate, finance and other
       non-bankruptcy related issues;

   (e) provide a historical base of information relative to, and
       assist in the review and objections to, claims;

   (f) assist in providing non-bankruptcy, corporate and
       commercial assistance as may relate to the sale, lease or
       other disposition of assets of the estates; and

   (g) perform other non-bankruptcy related legal services and
       assistance desirable and necessary to the efficient and
       economic administration of the Debtors' bankruptcy cases.

Burton S. Weston, Esq., a member at Garfunkel, Wild & Travis,
P.C., discloses the hourly rates of professionals to be engaged:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners                     $295 to $435
      Associates                   $215 to $250
      Paralegals                       $120

      Professional                 Hourly Rate
      ------------                 -----------
      Robert A. Wild, Esq.             $435
      Judith A. Eisen, Esq.            $435
      Fredrick I. Miller, Esq.         $435
      Burton S. Weston, Esq.           $425
      Andrew Schulson, Esq.            $295
      Afsheen A. Shah, Esq.            $215

For almost 20 years, Garfunkel served as the Debtors' healthcare,
regulatory, corporate and finance counsel, performing a breadth of
legal services relating to the facility's business and financial
affairs, except for labor and malpractice requirements.  Garfunkel
has also provided litigation support to the Debtors and is fully
knowledgeable as to the current status of many of the Debtors'
disputed claims.  Also, Garfunkel has represented the Debtors in
many of their leasehold and other real estate related transactions
and is aware of the scope of their existing commitments.

Richard G. Braun, Jr., Brooklyn Hospital's Executive Vice
President and Chief Financial Officer tells the Court that the
Debtors want Garfunkel's continued retention because a
substitution at this stage will add unnecessary costs and
administration in the Debtors' bankruptcy cases.

The Debtors believe that Garfunkel, Wild & Travis, P.C., does not
hold or represent any interest adverse to the Debtors or to their
estates.

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.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


CENTRAL PARKING: Extends Dutch Auction Tender Offer to October 14
-----------------------------------------------------------------
Central Parking Corporation (NYSE: CPC) reported an extension and
modification of 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 September 30,
2005, has been further extended until 12:00 Midnight, New York
City time, on October 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.

As previously announced, 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.

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 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 September 30, 2005, including the US
$8 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.

In addition, management is required by Section 404 of
Sarbanes-Oxley to do an assessment of its internal controls over
financial reporting as of September 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 of the Company will
identify and report a material weakness in the Company's controls
over financial reporting as of September 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 October 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 filed on
September 30, 2005, is available to shareholders for a sufficient
period of time prior to the expiration of the self-tender.

A full-text copy of the Schedule TO is available for free at
http://ResearchArchives.com/t/s?20e

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.


CHARTER COMMS: S&P Lowers Corporate Credit Rating to SD from CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Holdings, LLC to 'SD' from
'CCC+', indicating a selective default.  At the same time, the
ratings on Charter Holdings' senior notes maturing in 2009-2012
were lowered to 'D' from 'CCC-'.  Charter Holdings is a subsidiary
holding company of cable TV system operator Charter Communications
Inc. (Charter; CCC+/Negative/B-3).

"The actions follow the completion of exchange offers for about
$6.9 billion aggregate amount of senior notes due between 2009 and
2012, for approximately $6.1 billion maturity value of new notes
maturing in 2014 and 2015," said Standard & Poor's credit analyst
Eric Geil.  "We view the exchange transactions as tantamount to a
default on original debt issue terms, because of the maturity
extensions and the approximately 19% aggregate discount to par,
based on the initial issue amounts of the new notes," he
continued.

The new notes are being issued by CCH I, LLC and CCH I Holdings,
LLC, and were assigned 'CCC-' ratings on September 6, 2005.  The
new notes will be structurally senior to the notes they replace.
About $1.7 billion of the original 2009-2012 notes eligible for
the exchange offer will remain outstanding.

Subsequent to the downgrades, the corporate credit rating on
Charter Holdings was reassigned at 'CCC+' with a negative outlook.
The ratings on the remaining 2009-2012 notes were reassigned at
'CCC-'.  These ratings and outlook are the same as those that
existed prior to the announcement of the exchange offers.  All
other ratings on Charter and its subsidiaries, including the
'CCC+' corporate credit rating, were affirmed.


CHI-CHI'S: Wants Until December 31 to File Chapter 11 Plan
----------------------------------------------------------
Chi-Chi's, Inc., and its debtor-affiliates along with the Official
Committee of Unsecured Creditors jointly ask the U.S. Bankruptcy
Court for the District of Delaware to further extend, through and
including Dec. 31, 2005, the time within which they alone can file
a chapter 11 plan.  The Debtors and the Committee also ask the
Court for more time to solicit acceptances of that plan from their
creditors, through and including March 1, 2006.

The Debtors and the Committee give the Court four reasons in
support of the extension:

   1) they and other interested parties have spend a substantial
      amount of time over the past few months in negotiations that
      they believe will be the terms of consensual plans that will
      maximize recovery for the Debtors' creditors;

   2) they are currently in the process of diligently drafting a
      series of plans and related disclosure statements that will
      be satisfactory to their creditors' constituencies and they
      have engaged creditors in discussions regarding the terms of
      a plan;

   3) the requested extension is necessary because a competing
      plan filed by another party at this point of the Debtors'
      bankruptcy proceedings would not benefit the creditors and
      will only be costly and time-consuming;

   4) they are seeking the extension in good faith and assure the
      Court that there is no risk of harm to the Debtors'
      creditors if the extension is granted.

The Court will convene a hearing at 1:30 p.m., on Nov. 16, 2005,
to consider the Debtors and the Committee's joint request.

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for bankruptcy, it estimated $50 to $100 million in
assets and more than $100 million in liabilities.


CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings to 2 Cert. Classes
------------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc. mortgage pass-
through certificates; series 2005-7 consisting of two groups each
with a separate set of related subordinate certificates (Group I
and Group II):

   Group I

     -- $354,610,100 classes 1-A1 - I-A4, 1-A-IO-1, 1-A-IO-2 and
        1-R senior certificates 'AAA';

     -- $11,310,000 class 1-B1 'AA';

     -- $5,942,000 class I-B2 'A';

     -- $4,409,000 class I-B3 'BBB';

     -- $2,875,000 privately offered class I-B4 'BB';

     -- $2,108,000 privately offered class I-B5 'A'.

   Group II

     -- $758,613,100 2-A1A, 2-A1B, 2-A2A, 2-A2B, 2-A3A, 2-A3B, 2-
        A4, 2-A5A, 2-A5B and 2-R Group 2 senior certificates
        'AAA';

     -- $14,187,000 class 2-B1 'AA';

     -- $5,517,000 class 2-B2 'A';

     -- $3,153,000 class 2-B3 'BBB';

     -- $2,759,000 privately offered class 2-B4 'BB';

     -- $2,365,000 privately offered class 2-B5 'A'.

Fitch does not rate the $2,108,408 privately offered class I-B6
certificates or the $1,575,202 privately offered class 2-B6
certificates.

The 'AAA' rating on the group 1 senior certificates reflects the
7.50% enhancement provided by the 2.95% class 1-B1, 1.55% class 1-
B2, 1.15% class 1-B3, 0.75% class 1-B4, 0.55% class 1-B5, and
0.55% class 1-B6.  The 'AAA' rating on the group 2 senior
certificates reflects the 3.75% enhancement provided by the 1.80%
2-B1, 0.70% 2-B2, 0.40% 2-B3, 0.35% 2-B4, 0.30% 2-B5, and 0.20% 2-
B6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of CitiMortgage, Inc., which is
rated 'RMS1-' by Fitch.

The trust will be divided in two bond groups.  Group 1 will
contain four loan groups, Group 2 will contain five loan groups,
and Group III will contain five loan groups.  All the mortgage
loans were originated by Countrywide Home Loans, Inc., Wells Fargo
Bank, N.A., SunTrust Mortgage Inc., Greenpoint Mortgage Funding,
Inc., and National City Mortgage and were then acquired directly
by Citigroup Global Markets Realty Corp.

Group 1 consists of 1,283 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$383,359,608.  The average principal balance of the loans in this
pool is approximately $298,799.  The mortgage pool has a weighted
average original loan-to-value ratio of 78.16%.  The weighted
average FICO score is 721.  The states with the largest
concentrations are California (45.16%), Virginia (7.64%), Maryland
(6.19%) and Florida (5.28%).

Group 2 consists of 1,755 conventional, fully amortizing, fixed-
rate mortgage loans secured by first liens on single-family
residential properties with an aggregate principal of $788,169,402
.  The average principal balance of the loans in this pool is
approximately $449,099. The mortgage pool has a weighted average
OLTV of 71.66%.  The weighted average FICO score is 747.  The
states with the largest concentrations are California (38.63%),
Virginia (5.52%), and Maryland (5.45%).

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/

U.S. Bank National Association will serve as trustee.  Citigroup
Mortgage Loan Trust Inc., a special purpose corporation, deposited
the loans in the trust that issued the certificates.  For federal
income tax purposes, an election will be made to treat the trust
as multiple real estate mortgage investment conduits.


CONSTELLATION BRANDS: Moody's Reviews Low Ratings & May Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the long term ratings of
Constellation Brands, Inc. under review for possible downgrade and
lowered the company's speculative grade liquidity rating to SGL-2
from SGL-1.  The review of Constellation's long term ratings
follows its announcement that it has offered to purchase all of
the outstanding common shares of Vincor International Inc. in a
transaction currently valued at approximately C$1.4 (US$1.2)
billion, including approximately C$305 (US$260) million of assumed
Vincor net debt.

The review reflects the uncertainty surrounding the final purchase
price and timing of any potential transaction, as well as the
likelihood that the transaction would increase the company's
leverage.  The downgrade of Constellation's speculative grade
liquidity rating to SGL-2 from SGL-1 reflects the sizable debt
maturity that the company faces over the next twelve months and
the possibility that it may need to rely more heavily on its
revolving credit facility to fund this maturity.

Ratings placed on review for possible downgrade:

   * Ba2 corporate family rating formerly senior implied rating)

   * Ba2 on the $2.9 billion senior secured credit facility
     consisting of a $500 million revolver, $600 million tranche A
     term loans and $1.8 billion tranche B term loans

   * Ba2 $200 million 8.625% senior unsecured notes, due 2006

   * Ba2 $200 million 8% senior unsecured notes, due 2008

   * Ba2 GBP 80 million 8.5% senior unsecured notes, due 2009

   * Ba2 GBP 75 million 8.5% senior unsecured notes, due 2009

   * Ba3 $250 million 8.125% senior subordinated notes, due 2012

Rating lowered:

   * Speculative grade liquidity rating to SGL-2 from SGL-1

Moody's notes that Constellation's financial performance, prior to
the announced transaction, has been strong and consistent with its
expectations.  While Constellation's acquisitive growth strategy
is incorporated to some degree in the existing ratings, the
potential for a significant increase in the purchase price and the
implications of potential financing choices on the company's
capital structure could stretch leverage beyond Moody's
expectations at the current rating level.  It appears that, absent
significant synergies, pro-forma debt-to-EBITDA could increase to
over six times from the 5.0 level reported for the twelve months
ended May 30, 2005.

The review for possible downgrade will focus on:

   * the company's integration strategy,

   * financing structure,

   * free cash flow generation,

   * plans for debt reduction,

   * fiscal policy, and

   * the prospects for additional acquisitive growth going
     forward.

Constellation's SGL-2 speculative grade liquidity rating reflects
Moody's assessment that the company's liquidity profile remains
good despite the upcoming $200 million debt maturity in August
2006.  As a result, Constellation may need to rely more heavily on
its committed revolving credit facility if it were to be unable to
refinance the debt maturity in the public markets.  The rating
also reflects the company's positive free cash flow generation, as
well as the seasonality of its business which results moderate
utilization of its reasonably sized revolver to fund seasonal
working capital needs.

Moody's also notes that Constellation's covenant cushion remains
adequate and that the company retains an unencumbered asset base.
The SGL rating does not incorporate the potential impact of
Constellation's proposed acquisition of Vincor.  The financing of
this transaction -- if it occurs -- as well as severe swings in
working capital requirements or other significant expenditures
outside of current, organic growth expectations are the most
sensitive elements of the company's liquidity that could put
downward pressure on the SGL rating.

Headquartered in Fairport, New York, Constellation Brands, Inc. is
a leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the:

   * wine,
   * spirits, and
   * imported beer categories.

For the twelve months ended May 31, 2005 net revenue was
approximately $4.3 billion.  Vincor International Inc. is one of
the world's top ten wine companies, with revenue for the twelve
months ended June 2005 exceeding C$650 million.


CONSTELLATION BRANDS: S&P Puts BB Corporate Credit Rating on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on beverage alcohol producer and
distributor Constellation Brands Inc. on CreditWatch with negative
implications.  CreditWatch with negative implications means that
the ratings could be affirmed or lowered following the completion
of Standard & Poor's review.  Fairport, New York-based
Constellation Brands had about $3.1 billion of debt outstanding at
May 31, 2005.

The CreditWatch placement follows Constellation Brands'
announcement that it has made an unsolicited offer to buy Vincor
International Inc. (unrated) for C$31.00 ($26.45) per share, plus
the assumption of debt, which represents a transaction value of
C$1.4 billion (about $1.2 billion).  Vincor is Canada's largest
and one of the world's top 10 wine companies, in terms of revenue.

"We believe that a combination with Vincor would strengthen
Constellation Brands' business profile, enhancing its position as
one of the largest global wine producers by adding breadth to its
worldwide wine portfolio, and providing it with additional growth
opportunities," said Standard & Poor's credit analyst Jean C.
Stout.  "Still, Constellation Brands' credit measures have
weakened and the company has limited debt capacity within the
current ratings."

Following its December 2004 $1.4 billion debt-financed acquisition
of The Robert Mondavi Corp., Standard & Poor's had expected
Constellation Brands to apply free cash flow to debt reduction and
to restore leverage to levels more appropriate for the rating.
Instead, a debt-financed acquisition of this size will further
weaken the company's financial profile and create integration risk
for the company.  Standard & Poor's estimates that Constellation
Brands' leverage, as measured by lease-adjusted debt to EBITDA,
will increase to more than 5x pro forma for the acquisition from
about 4.6x for the 12 months ended May 31, 2005.

The CreditWatch placement also reflects Standard & Poor's concern
that Constellation Brands' announcement could start a competitive
bidding process for Vincor and lead to a significant escalation of
the current offering price.

Constellation Brands has the largest wine business in the world.
It is:

   * the second-largest U.S. supplier of wines;
   * the third-largest U.S. importer of beer; and
   * the third-largest U.S. supplier of distilled spirits.

The company also is the No. 1 supplier of wine and the No. 2
producer of cider in the U.K., a leading beverage alcohol
wholesaler in the U.K., and the largest wine producer by volume in
Australia.

Standard & Poor's will monitor developments and evaluate the
effect of any potential acquisition on Constellation Brands'
financial profile and ratings when further details are announced.
In the event that no definitive agreement were reached,
Constellation Brands' ratings would be affirmed and taken off
CreditWatch.


CWALT INC: Fitch Puts Low-B Ratings on Two Certificate Classes
--------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2005-52CB:

     -- $504.5 million classes 1-A-1 through 1-A-13, PO, and A-R
        certificates (senior certificates) 'AAA';

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

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

     -- $2.9 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 3.90%
subordination provided by the 1.55% 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 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$416,230,203, 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 71.22%.  The
weighted average FICO credit score is approximately 720.  Cash-out
refinance loans represent 37.30% of the mortgage pool and second
homes 3.94%.  The average loan balance is $187,238. The three
states that represent the largest portion of mortgage loans are
California (18.70%), Florida (7.35%), and Arizona (7.02%).

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 $524,994,041.

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 67.19% and 32.81% 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.


CWMBS INC: Fitch Places BB+ Rating on $1.5 Million Class B Certs.
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-22:

     -- $567.0 million classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1,
        3-A-2, 4-A-1, 4-A-2, and A-R (senior certificates) 'AAA';

     -- $14.6 million class M 'AA';

     -- $4.8 million class B-1 'A';

     -- $2.7 million class B-2 'BBB';

     -- $1.5 million class B-3 'BB+'.

The 'AAA' rating on the senior certificates reflects the 4.60%
subordination provided by the 2.45% class M, the 0.80% class B-1,
the 0.45% class B-2, the 0.25% privately offered class B-3, the
0.40% privately offered class B-4 (not rated by Fitch), and the
0.25% privately offered class B-5 (not rated by Fitch).  Classes
M, B-1, B-2, and B-3 are rated 'AA', 'A', 'BBB', and 'BB+' based
on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the 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 30-
year conventional, hybrid adjustable-rate mortgage loans totaling
$594,345,150, as of the closing date, Sept. 29, 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 74.77%.  The
weighted average FICO credit score is approximately 739.  Cash-out
refinance loans represent 18.08% of the mortgage pool and second
homes 6.38%.  The average loan balance is $555,463.  The three
states that represent the largest portion of mortgage loans are
California (57.41%), Virginia (5.31%), and Florida (4.62%).

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 dated 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/

CWMBS 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.


DELTA AIR: Brings In Paul Hastings as Special Counsel
-----------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to employ Paul, Hastings, Janofsky & Walker LLP as
special counsel with respect to:

   (i) all aspects of labor relations, including issues related
       to the Air Line Pilots Association, collective bargaining
       issues, and issues arising under the Railway Labor Act and
       under Sections 1113 and 1114 of the Bankruptcy Code, and
       litigation related to those issues;

  (ii) corporate, tax, and immigration matters that involve or
       otherwise affect the Debtors; and

(iii) other issues as may be assigned by the Debtors.

Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that the Debtors
selected Paul Hastings to handle the special matters because of
its:

   (a) nationwide reputation and extensive experience and
       expertise with respect to airline labor law generally;

   (b) extensive experience and expertise on labor issues in
       airline bankruptcy proceedings;

   (c) extensive experience and expertise in corporate, tax, and
       immigration law; and

   (d) the general knowledge and information that the firm
       obtained regarding the Debtors and their businesses,
       operations, labor relations, and corporate, tax, and
       immigration matters as a result of its prepetition
       services to the Debtors.

The Debtors will pay the firm pursuant to its hourly rates:

       Professional                          Hourly Rate
       ------------                          -----------
       Partners                             $425 to $740
       Counsel                              $395 to $725
       Associates                           $210 to $525
       Paraprofessionals and staff          $105 to $305

Paul Hastings' attorneys expected to be most active in the
Debtors' Chapter 11 cases and their hourly rates are:

       Professional           Category       Hourly Rate
       ------------           --------       -----------
       John J. Gallagher      Employment        $615
       Robert S. Span         Litigation         595
       Jon A. Geier           Employment         565
       Scott M. Flicker       Litigation         545
       Kenneth M. Shallner    Employment         535
       Wayne N. Bradley       Corporate          475
       Mark S. Lange          Tax                530
       Daryl R. Buffenstein   Employment         475
       Margaret H. Spurlin    Employment         490
       Katherine A. Traxler   Bankruptcy         550
       Brendan M. Branon      Employment         295
       Matthew S. Dunne       Litigation         325
       Hannah Breshin         Employment         345
       Emily C. Crosby        Tax                265
       N. Browning Afield     Corporate          265

The Debtors will reimburse Paul Hastings for reasonable out-of-
pocket expenses.

In 2004, Paul Hastings received a $750,000 retainer from the
Debtors for services rendered.  As of the Petition Date, the
credit balance of the retainer was approximately $750,000.
Paul Hastings intends to draw down funds from the retainer for
postpetition services rendered.

John J. Gallagher, Esq., partner at Paul Hastings, assures the
Court that the firm holds no interests adverse to the Debtors.
He discloses that the firm regularly represents:

   (1) a number of participants in the aviation industry,
       including The Boeing Company or its affiliates and
       subsidiaries on a variety of matters, including litigation
       and employment law issues, and the International Lease
       Finance Corporation on a variety of finance matters;

   (2) General Electric Company and its affiliates and
       subsidiaries, including, GE Capital Aviation Services,
       Inc., in connection with financial transactions, including
       but not limited to, the purchase, sale or leasing of
       commercial aircraft;

   (3) Rolls-Royce PLC or its affiliates and subsidiaries in
       connection with the lease of aircraft, the sale or lease
       of aircraft engines and spare parts or related equipment,
       and the repair and overhaul of aircraft engines;

   (4) commercial air carriers on labor and employment law
       issues, including, United Airlines, Alaska Airlines,
       British Airways, Continental Airlines, American Airlines,
       American Eagle Airlines, Inc., ATA Airlines, Inc.,
       Executive Airlines, Inc., United Parcel Service, American
       Trans Air, and Northwest Airlines, all of which are
       competitors of the Debtors and which may be creditors of
       the Debtors or otherwise have interests adverse to the
       Debtors; and

   (5) the Air Transport Association of America, which is the
       industry trade association for the major U.S. air
       carriers.

According to Mr. Gallagher, these entities accounted for at least
1% of the firm's revenues for the year ending January 31, 2005:

    (i) Citigroup Inc., Boeing, Morgan Stanley, and Lehman
        Brothers Holdings Inc., each of whom accounted for less
        than 1.5%;

   (ii) Cerberus Partners LP, which accounted for approximately
        1.65%;

  (iii) Wells Fargo & Company, which accounted for approximately
        1.84%; and

   (iv) GE, which accounted for approximately 4.69%.

                          *     *     *

The Court approves the Debtors' Application on an interim basis.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Non-Pilot Retirees Want Sec. 1114 Committee Appointed
----------------------------------------------------------------
The Delta Air Lines Retirement Committee asks the U.S. Bankruptcy
Court for the Southern District of New York to appoint it, through
its board, or alternatively DALRC's expanded board, as the
official committee of the non-pilot retired employees of Delta Air
Lines, Inc.

DALRC represents 28,000 non-pilot retirees of Delta.

DALRC's board members proposed for membership in the Retirement
Committee are Cathy Cone, John Hoover, Thomas Stone, Michael
Podett, Thea Cohen, Bill Hutcheson, Barry Braender.  DALRC's
expanded board consists of the board as well as Delta non-pilot
retirees Maurice Worth, Robert Adams, and Hollis Harris.

Neil A. Goteiner, Esq., at Farella Braun & Martel LLP, in San
Francisco, California, informs the Court that DALRC has obtained
permission from the U.S. Trustee to make the request.

Mr. Goteiner says that the U.S. Trustee has not yet taken a
position on the appointment of a Retirement Committee under
Section 1114(d) of the Bankruptcy Code.  One of the concerns of
the U.S. Trustee is adequate notice to retirees.

According to Mr. Goteiner, in negotiations with DALRC, Delta
unequivocally represented that it intends to modify its non-pilot
retirees' medical benefits in bankruptcy.

In addition, Delta personnel have repeatedly stated they expect to
make substantial changes to non-pilot retiree health benefits and
that Delta will seek Court authorization to refrain from paying in
October 2005 the $135 million required contributions to the non-
pilot retirees' defined benefit plan.

Moreover, the Pension Benefit Guaranty Corporation states that
Delta's defined-benefit pension plan is already under-funded by
over $10 billion.

Mr. Goteiner avers that the non-pilot retirees bear the economic
consequences of these reductions in benefits and the economic risk
in the event the pension plan is terminated.

Section 1114(f)(1) of the Bankruptcy Code requires Delta to
negotiate with the "authorized representative" of its non-pilot
retirees to make any modification to retiree benefits.

Mr. Goteiner notes that, other than Delta's pilots' union and a
small group of approximately 180 flight controllers, none of
Delta's retirees have agreed to serve as the authorized
representatives for their retiree groups or are represented by a
union.

Section 1114(d) provides that the Court may appoint a committee of
retired employees, in the Court's discretion, if it "otherwise
determines it is appropriate" for purposes of protecting retiree
benefits.

Mr. Goteiner asserts that the appointment of the Retirement
Committee is mandated because:

    a. Delta is making extensive cuts in medical benefits that
       disproportionately affect non-pilot retirees in connection
       with the upcoming October 2005 open enrollment period,
       while not making those cuts to the benefits of pilot-
       retirees;

    b. Delta is eliminating the enhanced medical benefits option,
       despite contractual commitments to pay for that specific
       option made to thousands of retirees who accepted early
       retirement packages from Delta;

    c. Delta has represented that it will reduce retiree benefits
       and that it will not make "the upcoming qualified defined
       benefit plan contributions";

    d. Delta has provisionally proposed immediate termination of
       contractually committed life insurance benefits for former
       executives, which even Delta acknowledges are protected by
       Section 1114;

    e. Delta has stated it intends to seek a determination on
       October 6, 2005, that it may change "discretionary"
       health benefits for retirees without complying with
       Section 1114, and Delta wants that determination made
       before a committee can oppose it;

    f. The retired non-pilot workers are the underlying pension
       stakeholders.  They have billions of dollars to lose
       collectively in the bankruptcy if the pension plan is
       terminated;

    g. For tens of thousands of non-pilot retirees, their
       pensions and their medical benefits are critical to their
       health and welfare.  Because of the central, critical
       impact of those benefits on their lives, the non-pilot
       retirees are also the group with the greatest anxiety over
       the bankruptcy filing and need for basic information;

    h. The non-pilot retirees are the least sophisticated
       creditor group, with the smallest individual resources and
       with no capacity to get effective individual
       representation;

    i. Section 1114 requires no more than 14-days' notice before
       the hearing on the termination of benefits and permits
       only a seven-day extension of that hearing date for cause.
       The non-pilot retirees can only be effectively represented
       in the hearing if they already have counsel who is in
       place and is well versed on these issues; and

    j. The majority of Delta's non-pilot pensions are between
       $1,000 and $2,000 per month, and a material reduction or
       termination of medical or prescription benefit coverage
       would adversely affect thousands of these retirees.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: U.S. Trustee Picks 9-Member Creditors' Committee
-----------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Deirdre A.
Martini, the United States Trustee for Region 2, appoints nine
creditors to the Official Committee of Unsecured Creditors in
Delta Air Lines Inc. and its debtor-affiliates chapter 11 cases.

The Creditors Committee consists of:

     (1) Deborah Ibrahim
         Assistant Vice President
         U.S. Bank National Association and U.S. Bank Trust
         National Association
         One Federal Street, 3rd Floor
         Boston, MA 02110
         Tel: (617) 603-6427

     (2) Jordan S. Weltman
         Senior Managing Director - Americas Region
         Boeing Capital Corp.
         500 Naches Avenue S.W., 3rd Floor
         Renton, WA 98055
         Tel: (425) 965-0052

     (3) Suonne Kelly
         Andrea Wong
         Pension Benefit Guaranty Corporation
         1200 K Street, N.W.
         Washington, D.C. 20005
         Tel: (202) 326-0000

     (4) John Lewis, Jr., Esq.
         The Coca-Cola Company
         One Coca-Cola Plaza
         Atlanta, GA 30303
         Tel: (404) 676-0016

     (5) F. Scott Wilson, Esq.
         Pratt & Whitney, a division of United Technologies
         Corporation
         400 Main Street
         Bast Hartford, CT 06108
         Tel: (860) 565-0321

     (6) Tim Canoll
         DAL MBC
         Air Line Pilots Association, International
         c/o DAL MBC Office
         100 Hartsfield Centre Parkway, Suite 200
         Atlanta, GA 30354
         Tel: 763-0925

     (7) Don B. Morgan III
         Senior Managing Director
         MacKay Shields, L.L.C.
         9 West 57th St.
         New York, NY 10019
         Tel: (212) 230-3911

     (8) Nate Van Dozer
         Fidelity Advisor Series II: Fidelity Advisor High Income
         Advantage Fund
         82 Devonshire Street E3 IC
         Boston, MA 02109
         Tel: (617) 392-8129

     (9) Gary Bush
         Bank of New York
         Corporate Trust Default Group
         101 Barclay Street, Floor 8 West
         New York, NY 10286

The Creditors Committee will be represented by Akin Gump Strauss
Hauer & Feld as bankruptcy counsel.

Tom Becker and Lynne Marek at Bloomberg News report that the
Committee chose Akin Gump over five other law firms, including
Skadden, Arps, Slate, Meagher & Flom; Greenberg Traurig;
Chadbourne & Parke; Sonnenschein Nath & Rosenthal; and Milbank
Tweed Hadley & McCloy.

Bloomberg says the Committee is currently interviewing prospective
financial advisers, including Jefferies & Co., Saybrook Capital
LLC, Houlihan Lokey Howard & Zukin, and Chanin Capital Partners.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIAMOND TRIUMPH: Extends Dutch Auction Tender Offer Until Friday
----------------------------------------------------------------
Diamond Triumph Auto Glass, Inc., is further extending the
expiration date of its modified "Dutch Auction" tender offer for
up to $19,000,000 aggregate principal amount of the $72,058,000
aggregate principal amount of its outstanding 9-1/4% Senior Notes
due 2008 and a consent solicitation to adopt an amendment to the
Indenture, dated as of March 31, 1998, between Diamond Triumph and
U.S. Bank National Association, as trustee, relating to the Notes.

The Offer and Consent Solicitation, previously scheduled to expire
at 9:00 a.m., New York City time, on Sept. 29, 2005, will now
expire at 9:00 a.m., New York City time, on October 7, 2005,
unless extended or earlier terminated.

Diamond Triumph is offering to purchase Notes at a price not less
than $730 nor greater than $890 per $1,000 principal amount of
Notes, plus accrued and unpaid interest thereon to, but not
including, the date of purchase.  The actual purchase price will
be determined by the "Modified Dutch Auction" procedure described
in Diamond Triumph's Offer to Purchase and Consent Solicitation
Statement dated as of Aug. 17, 2005.

The Offer and Consent Solicitation is now conditioned upon, among
other things, not less than $8,000,000 aggregate principal amount
of Notes being validly tendered and not validly withdrawn in the
Offer prior to the Expiration Date, which is a reduction from the
previous condition that not less than $14,000,000 aggregate
principal amount of Notes be validly tendered and not validly
withdrawn in the Offer prior to the Expiration Date.

                      Estimated Funds

As a result of the foregoing amendments to the Offer and Consent
Solicitation, the maximum amount of funds required by Diamond
Triumph to purchase the Notes pursuant to the Offer is estimated
to be approximately $16.9 million, including accrued and unpaid
interest on the Notes up to but excluding, and an assumed payment
date of, Oct. 7, 2005, (assuming that the full Offer Amount of the
Notes is validly tendered and not validly withdrawn at the maximum
purchase price on or prior to the Expiration Date).

Diamond Triumph intends to use approximately $12.5 million of
funds obtained from the sale of shares of its common stock to Mr.
Kenneth Levine, its chairman, as part of the recapitalization
transactions previously disclosed in the Statement and, to the
extent required, borrowings under its revolving credit facility to
pay the amounts necessary to fund the purchase of Notes in the
Offer and any accrued interest on the Notes purchased in the
Offer.

                       Valid Tenders

As of 9:00 a.m., New York City time, on Sept. 29, 2005, $5,500,000
aggregate principal amount of the Notes had been validly tendered,
and holders of $20,600,000 in aggregate principal amount of the
Notes had validly delivered and not validly withdrawn consents
pursuant to the Consent Solicitation.  These amounts represent
approximately 7.6% and 28.6%, respectively, of the outstanding
Notes.

On Sept. 15, 2005, Diamond Triumph previously disclosed:

     (i) an extension of the expiration date from 9:00 a.m., New
         York City time, on Sept. 14, 2005 to 9:00 a.m., New York
         City time, on Sept. 29, 2005;

    (ii) an increase in the purchase price offered from a purchase
         price not less than $730 nor greater than $830 per $1,000
         principal amount of Notes to a purchase price not less
         than $730 nor greater than $890 per $1,000 principal
         amount of Notes, in each case, plus accrued and unpaid
         interest thereon to, but not including, the date of
         purchase; and

   (iii) a decrease in the offer amount from up to $22,000,000
         aggregate principal amount of Notes to up to $19,000,000
         aggregate principal amount of Notes.

All other terms and conditions of the Offer and Consent
Solicitation will remain in full force and effect.  The other
terms and conditions of the Offer and Consent Solicitation are set
forth in the Statement previously distributed to all holders of
record of the Notes.

MacKenzie Partners, Inc., is acting as the information agent and
U.S. Bank National Association is acting as the depositary in
connection with the Offer and the Consent Solicitation.  Copies of
the Statement and other related documents may be obtained by
contacting the information agent, MacKenzie Partners, Inc., at 105
Madison Avenue, New York, New York 10016, (800) 322-2885 or (212)
929-5500 (call collect - banks and brokers).  Additional
information or questions concerning the terms of the Offer and the
Consent Solicitation may be obtained from or directed to Douglas
Boyle, Chief Financial Officer of Diamond Triumph, at (570) 287-
9915 Ext. 3182.

Diamond Triumph is a leading provider of automotive glass
replacement and repair services in the United States. At June 30,
2005, it operated a network of 240 automotive glass service
centers, approximately 1,000 mobile installation vehicles and five
distribution centers in 44 states. Diamond Triumph serves all of
its customers' automotive glass replacement and repair needs,
offering windshields, tempered glass and other related products.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and 'B-' senior unsecured notes ratings on Diamond Triumph
Auto Glass Inc., following Diamond Triumph's announcement of its
planned recapitalization and tender offer for up to $22 million of
its $72 million 9.25% senior notes.  The company had $75 million
of balance-sheet debt at June 30, 2005.  S&P said the outlook is
negative.


DVI MEDICAL: Loan Deterioration Prompts Fitch to Junk Ratings
-------------------------------------------------------------
Fitch Ratings takes rating actions on the classes of DVI, Inc.,
securities.  These rating actions affect 52 classes of notes in
nine transactions totaling $774 million in current outstanding
securities.  Many of these classes were previously downgraded by
Fitch on May 28, 2004.  Fitch notes while the legal final maturity
of the class A-3 notes of the DVI Receivable XVI, series 2001-2
transaction was July 11, 2005, interest and principal payments
continue to be made on these notes.  As such, Fitch downgrades
this class to 'CC' from 'CCC'.

Fitch's actions are based on continued loan performance
deterioration as reflected in the servicer reports for the period
ending Aug. 31, 2005.  While the rate of defaults has slowed, the
amount of potential restructured contracts has decreased
dramatically since Fitch's last rating actions in May 2004.

Restructured contracts are contracts which have the greatest
amount of potential proceeds and are added back to the collateral
balance once the contract has been brought back to current status.
As of the September 2005 reporting period, the nine outstanding
transactions are only expected to benefit from approximately $3.1
million in restructured contract proceeds versus $336 million in
July 2004.  As a result, the improvement in the under-
collateralization position across all nine transactions will be
solely dependent upon recoveries on previously defaulted
contracts.  To date the average recovery rate for all nine
transactions is 33.92%.

Fitch has had discussions with U.S. Bancorp Portfolio Services
which replaced DVI, Inc., as servicer for each of the
securitizations under the terms of each transaction's Contribution
and Servicing Agreements in February 2004.  Since taking over
servicing duties, USBPS has been successful in working out and
realizing recoveries on previously defaulted contracts.
Furthermore, the majority of the transactions have experienced
significant declines in delinquencies and the pace of new defaults
has slowed down dramatically.

Fitch will continue to closely monitor performance of the
transactions, will have regular contact with USBPS, and may raise,
lower or withdraw ratings as appropriate.

Ratings have been lowered or affirmed as indicated below.

   DVI Receivables VIII, L.L.C., series 1999-1,

     -- Class A-5 notes affirmed at 'B';

     -- Class B notes affirmed at 'CCC';

     -- Class C notes downgraded to 'C' from 'CCC';

     -- Class D notes downgraded to 'C' from 'CCC';

     -- Class E notes downgraded to 'C' from 'CC';

   DVI Receivables X, L.L.C., series 1999-2, all outstanding
   classes:

     -- Class A-4 notes downgraded to 'CC' from 'CCC';

     -- Class B notes downgraded to 'C' from 'CCC';

     -- Class C notes downgraded to 'C' from 'CC';

     -- Class D notes downgraded to 'C' from 'CC';

     -- Class E notes downgraded to 'C' from 'CC';

   DVI Receivables XI, L.L.C., series 2000-1

     -- Class A-4 notes affirmed at 'CCC';

     -- Class B notes downgraded to 'CC' from 'CCC'';

     -- Class C notes downgraded to 'C' from 'CC';

     -- Class D notes downgraded to 'C' from 'CC';

     -- Class E notes downgraded to 'C' from 'CC';

   DVI Receivables XII, L.L.C., series 2000-2

     -- Class A-4 notes affirmed at 'CCC';

     -- Class B notes affirmed at 'CC';

     -- Class C notes affirmed at 'CC';

     -- Class D notes affirmed at 'CC';

     -- Class E notes downgraded to 'C' from 'CC';

   DVI Receivables XIV, L.L.C., series 2001-1

     -- Class A-3 notes affirmed at 'CCC';

     -- Class A-4 notes affirmed at 'CC';

     -- Class B notes affirmed at 'CC';

     -- Class C notes affirmed at 'CC';

     -- Class D notes affirmed at 'CC';

     -- Class E notes downgraded to 'C' from 'CC';

   DVI Receivables XVI, L.L.C., series 2001-2

     -- Class A-3 notes downgraded to 'CC' from 'CCC';

     -- Class A-4 notes downgraded to 'CC' from 'CCC';

     -- Class B notes downgraded to 'C' from 'CC';

     -- Class C notes downgraded to 'C' from 'CC';

     -- Class D notes downgraded to 'C' from 'CC';

     -- Class E notes downgraded to 'C' from 'CC';

   DVI Receivables XVII, L.L.C., series 2002-1

     -- Class A-3A and A-3B notes affirmed at 'CCC';

     -- Class B notes downgraded to 'C' from 'CC';

     -- Class C notes downgraded to 'C' from 'CC';

     -- Class D notes remain at 'C';

     -- Class E notes remain at 'C'.

   DVI Receivables XVIII, L.L.C., series 2002-2

     -- Class A-3A and A-3B notes affirmed at 'CCC';

     -- Class B notes affirmed at 'CC';

     -- Class C notes affirmed at 'CC';

     -- Class D notes affirmed at 'CC';

     -- Class E notes downgraded to 'C' from 'CC'.

   DVI Receivables XIX, L.L.C., series 2003-1, all outstanding
   classes:

     -- Class A-3A and A-3B notes affirmed at 'CCC';

     -- Class B notes downgraded to 'C' from 'CC';

     -- Class C-1 and C-2 notes downgraded to 'C' from 'CC';

     -- Class D-1 and D-2 notes remain at 'C';

     -- Class E-1 and E-2 notes remain at 'C'.


DYNTEK INC: Marcum & Kliegman Raise Going Concern Doubt
-------------------------------------------------------
Marcum & Kliegman LLP expressed substantial doubt about DynTek,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2005, 2004 and 2003.  The auditing firm points to the Company's
recurring losses and significant working capital deficiency at
June 30, 2005.

The Company posted a $22,591,000 net loss for the year ended June
30, 2005.  During the same period in 2004, the Company reported a
$18,999,000 net loss.  The Company's balance sheet shows
$47,336,000 of assets at June 30, 2005 and liabilities totaling
$33,881,000.

Since its inception in May 1989, The Company has incurred
substantial operating losses.  At June 30, 2005, the Company had
an accumulated deficit of $97,646,000.  Although its revenues
increased 53% to $76,559,000 from the year ended June 30, 2004 to
the year ended June 30, 2005, and the Company has recently reduced
its general and administrative expenses, its services margins have
been increasing.

              Integration Technologies Payments

As of September 19, 2005, the Company had not paid certain
shareholders of Integration Technologies, Inc., their respective
portions of the EBITDA Earn-Out Consideration, the Revenue Earn-
Out Consideration and other amounts owed under the Acquisition
Merger Agreement signed in Oct. 2004.  ITI became a wholly owned
subsidiary of the Company pursuant to the merger.

The consideration payable to the shareholders of ITI in connection
with the Merger included:

     a) an earn-out cash payment up to a maximum amount of $1.5
        million to be paid on or before July 30, 2005; and

     b) an earn-out cash payment up to a maximum amount of $1.5
        million, based upon ITI's revenue for the period between
        July 1, 2004 through June 30, 2005 to be paid on or before
        July 30, 2005.

The balance outstanding form the acquisition payments at Sept. 19,
2005 was $2,574,736.  To satisfy the Acquisition Payments, the
Company issued secured promissory notes to unpaid ITI
shareholders, each bearing simple interest at a rate of 8.9% per
annum in the aggregate principal amount of the Acquisition
Payments.

The principal amount of the Notes will be paid in aggregate
installments of $362,070 on September 23, 2005, $281,614 on
October 15, 2005, $643,684 on January 15, 2006, $643,684 on April
15, 2006 and $643,684 on July 31, 2006.

          Working Capital Financing Arrangement

On August 8, 2005, the Company, and New England Technology
Finance, LLC, an affiliate of Global Technology Finance, which is
a provider of structured financing solutions to technology
companies that operates in partnership with Credit Suisse First
Boston, CIT Group, Inc., and others, entered into a series of
related agreements that together provide a new working capital
credit facility for the Company.  The new credit facility is
comprised of two primary components.

First, NETF will finance certain of the Company's qualified
product purchases, the Company will assign its accounts receivable
resulting from the sale of such products to NETF, and NETF will
assume liability for payment to product vendors.

As consideration for the product financing provided by NETF, the
Company will pay NETF a finance and servicing fee calculated on a
monthly basis depending on the Company's gross profit margin on
such products, and days sales outstanding, which fee is expected
to be less than the fees charged under the Company's prior
financing arrangement with Textron.

In addition to the payment of the finance fee, the Company will
also provide certain billing and collection services in connection
with the purchased assets.  The Company has an obligation to
repurchase accounts sold to NETF at a purchase price equal to the
outstanding face amount of such account under certain conditions,
which include, among others, if an account remains unpaid for a
certain period of time.

The APLA also provides for a termination fee payable by the
Company if the APLA is terminated prior to the end of its term as
a result of the occurrence of certain events, which include, among
others, any default by the Company in the performance of its
material obligations.  The APLA has an initial term of 3 years and
is automatically extended for additional 1 year periods unless
terminated earlier pursuant to the terms of the agreement.

Second, pursuant to the terms of an Asset Purchase Agreement, NETF
purchased $7,500,000 of the Company's other qualified accounts
receivables (including services and products).  Proceeds were used
to pay off the then-existing $4,800,000 balance of the Company's
$7,000,000 credit line with Textron, for acquisition debt, and
general corporate purposes.  In addition to the accounts
receivable purchased on August 8, 2005, NETF may purchase up to
80% of the Company's additional qualified accounts receivable in
the future on the same terms.

                        About DynTek

DynTek, Inc. provides professional information technology services
and sales of related products to mid-market commercial businesses,
state and local government agencies, and educational institutions.
It operates its business primarily through its subsidiary, DynTek
Services, Inc.  DynTek provides a broad range of multi-
disciplinary IT solutions that address the critical business needs
of its clients, including IT security, converged networking
including voice-over-internet-protocol, application
infrastructure, and access infrastructure.  Its primary operations
are located in four of the top ten largest IT spending states:
California, New York, Florida, and Michigan.


E*TRADE FINANCIAL: Purchase Plan Cues S&P to Affirm B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
E*TRADE Financial Corp. as a result of the announcement that
E*TRADE will purchase BrownCo, a discount on-line broker with
approximately 200,000 active customer accounts, from J.P. Morgan
Chase & Co.  The outlook on E*TRADE is stable.

The rating affirmation does not affect the 'BB' counterparty
credit rating or stable outlook of E*TRADE Bank.

The transaction, priced at $1.6 billion, is expected to be funded
by approximately 65%-75% of common equity and mandatory
convertible securities, with the remainder funded by debt
securities.  Standard & Poor's expects the mandatory convertible
securities to qualify as capital, consistent with our criteria,
whereby it would constitute less than 35% of adjusted total
equity, including the existing trust preferreds.

"This conservative funding structure, in which common equity and
the mandatory convertible securities comprise the majority of the
funding, does not adversely affect E*TRADE's capital adequacy or
interest coverage," said Standard & Poor's credit analyst Helene
De Luca.  "In fact, the increased equity improves financial
leverage despite the additional debt. Standard & Poor's believes
that E*TRADE's increased debt service requirements are
manageable."

The acquisition of BrownCo provides strategic benefits to E*TRADE
at a critical time when the industry is rapidly consolidating and
companies vie for acquisition targets in an attempt to gain scale
and market power.  In addition to approximately 28,000 daily
average revenue trades (DARTS), BrownCo brings an affluent,
sophisticated investor base with very high total assets per
account as well as high margin balances per account.

E*TRADE will be faced with managing execution risk resulting from
its two large acquisitions (Harrisdirect and BrownCo) over a short
time horizon; however, E*TRADE's track record of successfully
integrating acquisitions somewhat mitigates these concerns.  In
addition, fierce competition in a consolidating industry may
continue to pressure product pricing at E*TRADE as well as at
competitors.

Standard & Poor's expects E*TRADE's franchise to continue to
strengthen due to its integrated business model, leverage of
technology, and streamlining of its business.  The benefits of
E*TRADE's integration and process improvements include increasing
operating margins and lowered break-even DARTS.

The stable outlook is based on the expectation that E*TRADE will
fund any future acquisitions without reducing its capital
adequacy.  Standard & Poor's considers capital to be tangible
equity and equity equivalents, subject to limitations, in its
review of capital adequacy for securities brokers.  Declines in
capital adequacy or liquidity measures could put pressure on
E*TRADE's ratings.  Conversely, improvement of these measures,
with continuing improvement of the franchise and operating
margins, would be viewed positively.


EL POLLO LOCO: Purchase Agreement Cues S&P to Review Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on El Pollo
Loco Inc. (B/Watch Neg/--) on CreditWatch with negative
implications, following the announcement that Trimaran Capital
Partners LLC has entered into a definitive agreement to purchase
the company from American Securities Capital Partners L.P. for an
undisclosed value.  The company had $123.5 million of outstanding
debt, plus $70 million in step-up notes, as of June 30, 2005.

"Because the transaction is likely to result in an increase in
debt to an already highly leveraged capital structure, the
company's credit profile is expected to deteriorate," said
Standard & Poor's credit analyst Robert Lichtenstein.

Standard & Poor's will monitor developments of the transaction,
including the structure of the proposed financing.


ENTRAVISION COMMS: Replaces $400MM Loan with New $650MM Facility
----------------------------------------------------------------
Entravision Communications Corporation (NYSE: EVC) replaced its
existing $400 million senior secured bank credit facility with a
new $650 million senior secured bank credit facility.  The New
Credit Facility consists of a 7-1/2 year $500 million term loan
and a 6-1/2 year $150 million revolving credit facility.

Due to strong market demand, the $500 million term loan was
attractively priced at L+150.  Entravision successfully executed a
$500 million notional amount amortizing swap converting its
$500 million floating rate term loan into a fixed rate obligation
at a rate of 5.96% for a five-year period.

Entravision Communications is a diversified Spanish-language media
company utilizing a combination of television, radio and outdoor
operations to reach approximately 75% of Hispanic consumers across
the United States, as well as the border markets of Mexico.
Entravision is the largest affiliate group of both the top- ranked
Univision television network and Univision's TeleFutura network,
with television stations in 20 of the nation's top 50 Hispanic
markets in the United States.  Entravision owns and operates one
of the nation's largest groups of primarily Spanish-language radio
stations, consisting of 54 owned and operated radio stations in 21
U.S. markets.  Entravision's outdoor advertising operations
consist of approximately 11,100 advertising faces located
primarily in Los Angeles and New York.  Entravision shares of
Class A Common Stock are traded on The New York Stock Exchange
under the symbol: EVC.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned a Ba3 rating to Entravision
Communications Corporation's proposed senior secured bank credit
facilities totaling $650 million ($150 million revolving credit
facility, $500 million term loan).  In addition, Moody's upgraded
the corporate family rating to Ba3 from B1.  The proceeds from the
new facilities will be used to:

   * refinance outstandings under the existing senior secured
     credit facilities;

   * tender for the company's 8.125% senior subordinated notes
     due 2009; and

   * fund general corporate purposes.

The ratings assignment and upgrade continue to reflect:

   * the company's strong operating performance;

   * the robust growth prospects of Spanish-language media;

   * Moody's belief that the company's aggressive acquisition
     strategy has slowed given the lack of opportunities deemed
     attractive by management; and

   * the likelihood of further deleveraging due to continued
     organic growth in cash flow.

Moody's took these rating actions:

   1) assigned a Ba3 rating to $150 million senior secured
      revolving credit facility due 2012;

   2) assigned a Ba3 rating to $500 million senior secured term
      loan due 2013; and

   3) upgraded the corporate family rating to Ba3 from B1.

Moody's withdrew the B1 ratings on the company's existing senior
secured credit facilities.  Additionally, Moody's will withdraw
the B3 rating on the $225 million of 8.125% senior subordinated
notes due 2009 upon completion of the redemption.

Moody's said the rating outlook is stable.


ENTRAVISION COMMS: Completes $225 Million Sub Debt Tender Offer
---------------------------------------------------------------
Entravision Communications Corporation (NYSE: EVC) successfully
completed its previously announced tender offer for $225,000,000
aggregate principal amount of 8.125% Senior Subordinated Notes due
2009 and related consent solicitation.

The tender offer expired at 9:00 a.m., New York City time, on
Sept. 29, 2005.  As of the Expiration Time, $225,000,000 principal
amount of the Notes, representing 100% of the Notes, were validly
tendered for purchase and not withdrawn and Entravision has
accepted the Notes for purchase.  The purchase price for the Notes
was $1,057.61 per $1,000, which included a consent payment of
$20.00 per $1,000 principal amount of Notes.

The aggregate purchase price for the Notes was approximately
$238,000,000.  Entravision paid the aggregate purchase price with
borrowings made under the New Credit Facility.

The tender offer and consent solicitation were made upon the
terms, and subject to the conditions, set forth in the Offer to
Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal, each dated Aug. 9, 2005.

Goldman, Sachs & Co. and Citigroup Global Markets Inc. acted as
the joint dealer managers and solicitation agents for the tender
offer and the consent solicitation.  Bondholder Communications
Group acted as the information and tender agent.

This announcement is neither an offer to purchase nor a
solicitation of an offer to purchase any security.  No security
has been registered under the Securities Act of 1933, as amended,
and no security will be offered or sold in the United States
absent such registration or an applicable exemption from
registration requirements.

Entravision Communications is a diversified Spanish-language media
company utilizing a combination of television, radio and outdoor
operations to reach approximately 75% of Hispanic consumers across
the United States, as well as the border markets of Mexico.
Entravision is the largest affiliate group of both the top- ranked
Univision television network and Univision's TeleFutura network,
with television stations in 20 of the nation's top 50 Hispanic
markets in the United States.  Entravision owns and operates one
of the nation's largest groups of primarily Spanish-language radio
stations, consisting of 54 owned and operated radio stations in 21
U.S. markets.  Entravision's outdoor advertising operations
consist of approximately 11,100 advertising faces located
primarily in Los Angeles and New York.  Entravision shares of
Class A Common Stock are traded on The New York Stock Exchange
under the symbol: EVC.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned a Ba3 rating to Entravision
Communications Corporation's proposed senior secured bank credit
facilities totaling $650 million ($150 million revolving credit
facility, $500 million term loan).  In addition, Moody's upgraded
the corporate family rating to Ba3 from B1.  The proceeds from the
new facilities will be used to:

   * refinance outstandings under the existing senior secured
     credit facilities;

   * tender for the company's 8.125% senior subordinated notes
     due 2009; and

   * fund general corporate purposes.

The ratings assignment and upgrade continue to reflect:

   * the company's strong operating performance;

   * the robust growth prospects of Spanish-language media;

   * Moody's belief that the company's aggressive acquisition
     strategy has slowed given the lack of opportunities deemed
     attractive by management; and

   * the likelihood of further deleveraging due to continued
     organic growth in cash flow.

Moody's took these rating actions:

   1) assigned a Ba3 rating to $150 million senior secured
      revolving credit facility due 2012;

   2) assigned a Ba3 rating to $500 million senior secured term
      loan due 2013; and

   3) upgraded the corporate family rating to Ba3 from B1.

Moody's withdrew the B1 ratings on the company's existing senior
secured credit facilities.  Additionally, Moody's will withdraw
the B3 rating on the $225 million of 8.125% senior subordinated
notes due 2009 upon completion of the redemption.

Moody's said the rating outlook is stable.


EPL INTERMEDIATE: Moody's Reviews $40 Million Notes' Junk Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of EPL Intermediate,
Inc., the holding company, and El Pollo Loco, Inc. under review
for possible downgrade following the announcement that Trimaran
Capital Partners' has signed a definitive agreement to purchase El
Pollo from American Securities Capital Partners L.P.

The transaction, valued at approximately $400 million, is expected
to close in the fourth quarter.  The review is prompted by the
likelihood of the new ownership further levering up the capital
structure and the ultimate impact the proposed financing will have
on current credit metrics.  Moody's commented that El Pollo's $110
million senior secured notes, currently rated B2, include standard
change of control provisions allowing noteholders the right to put
the notes back to the company at a price equal to 101% plus
accrued and unpaid interest.

Ratings placed under review for possible downgrade:

  EPL Intermediate, Inc.:

    * B2 corporate family rating and Caa1 for the $40 million
      senior unsecured discount notes

  El Pollo Loco, Inc.:

    * B2 for the $110 million senior secured notes

El Pollo Loco Inc, headquartered in Irvine, California, is a
leading quick-service restaurant chain specializing in flame-
grilled chicken and other Mexican-inspired entrees.  The company
operates or franchises approximately 328 restaurants primarily
around Los Angeles and throughout the Southwest.


FALCON PRODUCTS: Court Approves Pact to Settle Hiring Violations
----------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Eastern
District of Missouri, Eastern Division, of a "Conciliation
Agreement" with the U.S. Department of Labor, Office of Federal
Contract Compliance Programs.  The agreement resolves alleged
violations (particularly to hiring of women) made by Falcon at its
factory in Newport, Tennessee.

                 Background of Hiring Violations

In 2004, the Dept. of Labor conducted a compliance audit of Falcon
at its Newport facility.  Falcon, as a federal contractor, is
bounded by the applicable federal regulations relating to hiring
practices and procedures.  The audit was done to ascertain if
Falcon was discriminating in its employment of women and
minorities at its facility.

On April 4, 2005, the agency issued a Notice of Violation to
Falcon, which stated that the Debtor was not in compliance with
the requirements of Executive Order 11,246.  In particular, the
agency found that the personnel activity data provided by Falcon
from Jan. 1, 2002, through Sept. 26, 2003, revealed that in the
unskilled laborers category, only 20 out of 109 female applicants
were hired while 126 out of 317 male applicants were hired.  The
agency interpreted this as a discrimination against female
applicants.  The audit further showed that Falcon failed to
implement an applicant tracking system in accordance with federal
regulations.

                 Initial Settlement Proposal

On April 13, the Debtors met with the labor department's
representatives to address Falcon's liability as a result of its
violation of federal regulations.  The department's proposal
indicated it would settle the alleged violations if Falcon would:

   a) pay $204,068 to the women who were discriminated against in
      hiring because of their gender;

   b) hire 25 women who were among those who got discriminated;

   c) make reasonable efforts to contact the female applicants to
      determine their interests in being hired as well as to
      advise them of their entitlement to damages; and

   d) implement a hiring practices monitoring system.

Falcon agreed to the agency's proposal except for the amount of
damages it needs to pay.  Shortly after, a revised agreement was
drafted between the parties.  In the revised pact, Falcon agreed
to pay $10,000 in damages and to the other terms of the initial
proposal.

Through the Conciliation Agreement, Falcon avoided losing
approximately $2 million in annual federal contracts it now
receives.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


FALCON PRODUCTS: Riverside Wants Court to Deny Plan Confirmation
----------------------------------------------------------------
Riverside Claims, LLC ask the U.S. Bankruptcy Court for the
Eastern District of Missouri to enter an order denying
confirmation of the Second Amended Joint Plan of Reorganization
proposed by Falcon Products, Inc., and its debtor-affiliates.

Riverside Claims is the valid holder and owner by assignment of
claims against the Debtors aggregating approximately $490,000.

Riverside raises three confirmation-related objections:

     (A) Riverside Says the Plan was Filed in Bad Faith

The Debtors and the Co-Proponents of the Plan have engaged in
certain transactions that have the potential to offend the
statutory requirement of a plan proposed in good faith as required
by Section 1129(a)(3) of the Bankruptcy Code.

The first transaction involves a refinancing transaction.  In
January 2004, OCM Principal Opportunities Fund II, L.P., and
Oaktree Management, LLC, one of the Debtors' unsecured creditors,
advanced $50 million to the Debtors, which was increased to
$60 million in June 2004.  As part of that transaction, Oaktree
received warrants to purchase 15.8% of the Debtors' common stock
at $0.02 per share, effectively giving Oaktree an equity interest
in the Debtors.  On Oct. 6, 2004, as part of a refinancing
transaction, Oaktree's debt was paid in full.

On Oct. 12, 2004, the Debtors filed a Form 8-K report with the SEC
that included the loan documents of the October 2004 refinancing
transaction.  On the same day, the Debtors independent auditors
resigned.  Riverside alleges that Oaktree and the Debtors may have
been aware of the impending resignation of the Debtors' auditors,
who stated in that 8-K report that there were questionable issues
in connection with the refinancing transaction.

Riverside believes that Oaktree and the Debtors never made the
issues raised by the Debtors' auditors available to other parties
to the refinancing transaction, which would raise serious
questions regarding an intent to commit fraud by failing to
disclosure material information to that transaction.

The second transaction involves the Debtors' Restructuring Term
Sheet.  In December 2004, negotiations for the Debtors'
Restructuring Term Sheet began and during that time, Whippoorwill
Associates, Inc., another unsecured creditor of the Debtors,
became part of those negotiations.  Page 17 of the Disclosure
Statement states that Whippoorwill acquired its bonds in January
2005; at the same time it was part of the negotiations for the
Restructuring Term Sheet.

Riverside believes that Whippoorwill and the Debtors were subject
to a confidentiality agreement, which means Whippoorwill could
have been exposed to material non-public information of the
Debtors while it was in the market purchasing their bonds.
Additionally, Oaktree may have also been aware of Whippoorwill's
conduct. Riverside explains that the use of material non-public
information while trading public securities violates securities
laws.

Riverside states that the two questionable transactions have never
been investigated or reviewed by the Debtors or other parties to
their chapter 11 cases.

     (B) Riverside Challenges the Plan's Release Provisions

Since the Debtors or any other parties-in-interest have
investigated the issues in connection with the two questionable
transactions, it is impossible to determine whether the releases
between the Debtors and the Co-Proponents under Section V(A)(2) of
the Plan have the intent or effect of precluding any causes of
action based on conduct of the two transactions.

     (C) Riverside Says Valuation is Too Low

The $117.5 million reorganization value of the Reorganized Debtors
under the Plan is likely a very depressed valuation, occurring
after a long series of events that have had a negative effect on
the Debtors' potential and only six months ago, the Debtors were
advocating a valuation of $140 million.  Riverside believes that
there may be substantial upside to the equity values disclosed in
the Plan.  Under that situation, the Co-Proponents may receive a
windfall if the valuation returns to previous level, while
unsecured creditors won't participate at all.

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

    http://www.researcharchives.com/bin/download?id=050912220923

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: Wants to Hire Morgan Lewis as ERISA Counsel
----------------------------------------------------------
In late 2003, Federal-Mogul Corporation and its debtor-affiliates
employed Seyfarth Shaw LLP as special litigation counsel to
address the claims asserted against them by one or more
participants or beneficiaries in the Federal-Mogul Salaried
Employees Investment Program.  The Debtors hired Seyfarth in light
of the experience of several of its attorneys with respect to the
litigation against Federal-Mogul and certain of its current and
former officers, directors and employees.

On March 28, 2005, certain Seyfarth attorneys primarily
responsible for handling the ERISA Claims on behalf of the
Debtors left Seyfarth to join Morgan Lewis & Bockius LLP.  The
litigation concerning the ERISA Claims, however, has not
concluded and the Debtors still require those former Seyfarth
attorneys to represent them in connection with the Claims.

Because of the transfer, Morgan Lewis is the most qualified firm
to continue representing the Debtors in connection with the ERISA
Claims, James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., tells Judge Lyons.

Thus, the Debtors seek the U.S. Bankruptcy Court for the District
of Delaware authority to substitute Morgan Lewis for Seyfarth,
pursuant to the same terms and conditions of the Seyfarth
retention order, nunc pro tunc to the date that the attorneys
changed law firms.

Morgan Lewis will handle several matters, including:

   (a) portions of the objection to the proof of claim filed by
       Joseph Sherrill, purported to be filed on behalf of a
       class of similarly situated entities;

   (b) the suit filed by Mr. Sherrill and Keith Siverly, which is
       currently pending before the U.S. District Court for the
       Eastern District of Michigan against the FM employees and
       the suit against FM, to the extent that the action against
       FM is permitted to go forward in the District Court in
       accordance with the Bankruptcy Court's order conditionally
       granting relief from stay if certain contingencies occur;
       and

   (c) other related matters, including certain allegations in
       both the Sherrill Proof of Claim and the Sherrill Action
       that Federal-Mogul and the FM Employees breached their
       fiduciary and co-fiduciary duties that were owed to the
       Federal-Mogul Corporation Salaried Employees' Investment
       Plan and the plan's participants and beneficiaries under
       the ERISA in connection with investments the SEIP made or
       maintained in Federal-Mogul Common Stock and Preferred
       Stock Funds at any time from July 1, 1999, to October 30,
       2001.

The ERISA Claims include matters related to the Sherrill Proof of
Claim and the Sherrill Allegations.

According to Mr. O'Neill, litigation surrounding the ERISA Claims
is substantially covered by the Fiduciaries Coverage Insurance
Policy issued by Federal Insurance Company.  Under the Policy,
Chubb & Son, the Debtors' insurance carrier, agreed to pay all
fees and expenses in connection with the litigation of the ERISA
Claims after satisfaction of a $100,000 deductible by the
Debtors.

Mr. O'Neill notes that the Debtors have satisfied payment of the
Deductible.  The Debtors have paid Seyfarth $97,805 for legal
fees and $2,195 for expenses incurred.

Since satisfaction of the Deductible, Chubb & Son has paid all
other fees and expenses in connection with Morgan Lewis'
representation of the Debtors, and the Debtors believe that Chubb
will continue to do so throughout the course of the litigation.

Morgan Lewis' customary hourly billing rates are:

          Professional                  Hourly Rate
          ------------                  -----------
          Partners                      $400 - $685
          Counsel                       $375 - $560
          Associates                    $220 - $395
          Paraprofessionals              $80 - $220

Morgan Lewis' professionals that will primarily render services
and their hourly rate are:

   Professional            Hourly Rate       Area of Law
   ------------            -----------       -----------
   Charles C. Jackson        $475            Labor, employment
                                             and ERISA litigation

   Christopher Weals          475            ERISA litigation

   Debbie Davidson            335            ERISA litigation

   Shannon Callahan           250            Labor and employment
                                             litigation

   Ethan Zelizer              250            Labor, employment
                                             and ERISA litigation

   Christopher Rizzo          250            Labor, employment
                                             and ERISA litigation

The rates represent the amounts Chubb & Son has indicated it will
pay the firm in connection with the Sherrill Allegations.

Charles C. Jackson, a partner at Morgan Lewis, ascertains that
the firm neither represents nor holds any interests adverse to
the Debtors or their estates on matters on which the firm is to
be employed.

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: Files Term Sheet for Plan of Reorganization with SEC
------------------------------------------------------------------
Foamex International, Inc., filed a term sheet describing the
principal terms of a proposed plan of reorganization for Foamex
International and its debtor-affiliates, with the Securities and
Exchange Commission on September 22, 2005.

The Term Sheet reflects an agreement in principle that Foamex
reached with certain members of an ad hoc committee representing
holders of more than two-thirds in aggregate principal amount of
Series A and Series B 10-3/4% Senior Secured Notes of Foamex due
2009.

A full-text copy of the Term Sheet is available for free at
http://ResearchArchives.com/t/s?212

Foamex makes it clear that the Term Sheet is not an offer with
respect to any securities or solicitation of acceptances of a
Chapter 11 Plan.

                      New Common Stock

According to Foamex Executive Vice President Chief Financial
Officer, K. Douglas Ralph, on the effective date of the Plan,
Foamex will authorize and issue an amount of shares of new common
stock in the reorganized Debtor to the holders of the Secured
Notes to be agreed upon by Foamex and the Ad Hoc Committee.

                   Means for Implementation

Cash distributions to be made to the allowed claims pursuant to
the Plan and to satisfy any cure obligations that remain unpaid
on the Plan's effective date on account of executory contracts
and unexpired leases that the Debtors assume, will be paid from
borrowings by Foamex under an exit financing facility to be
provided by Bank of America, N.A. and Silver Point Finance, LLC.
Foamex has received commitments from BofA and Silver Point to
provide the Exit Facilities, subject to the satisfaction of
conditions.

        Classification & Treatment of Claims and Interests

Foamex will group creditors and provide treatment on their claims
in this manner:

   Description of Claim           Recovery under the Plan
   --------------------           -----------------------
   Administrative Claims &        Paid in full, in cash
   Priority Claims

   Postpetition Trade Payables    Paid in ordinary course

   BofA DIP Facility              Refinanced with the proceeds
                                  of a revolving credit DIP
                                  facility, which will be paid in
                                  full in cash.

   Silver Point Facility          Refinanced with the proceeds
                                  of a term loan DIP facility,
                                  which will be paid in full in
                                  cash.

   Secured Notes                  Distribution of 100% of the
                                  New Common Stock on account of
                                  their secured claims as well as
                                  their deficiency claims.

   Convenience Class              Paid in full, in cash

   Senior Subordinated            If holders accept the Plan,
   Notes Class                    they will receive a portion of
                                  warrants to purchase the New
                                  Common Stock.

   General Unsecured Creditors    If holders of allowed claims
                                  accept the Plan, they will
                                  receive a percentage of the
                                  Total Warrants equal to that
                                  percentage of the aggregate
                                  amount of allowed claims in
                                  both the Subordinated Note
                                  Class and the GUC Class that is
                                  represented by the allowed
                                  claims in the GUC Class.
                                  Otherwise, they will receive no
                                  distributions or retain any
                                  property on account of their
                                  claims.

   Equity Interest in             Holders will not receive any
   Foamex International           distributions nor retain any
                                  property on account of their
                                  equity interests.  The equity
                                  interests will be cancelled on
                                  the Plan's effective date.

   Equity Interest in             Holders will retain their
   Other Debtors                  equity interests.

            Consolidation for Voting and Distribution

For voting and distribution purposes only, the Debtors' estates
are deemed consolidated.  As a result, no distributions will be
made on account of any intercompany claims among the Debtors, no
distributions will be made on account of equity interests in
subsidiaries, all guarantee claims will be disregarded and all
claims filed against each Debtor will be deemed filed against the
consolidated Debtors.

                   Corporate Governance

>From and after the effective date of the Plan, the management,
control and operation of the Debtors will be the general
responsibility of their Board of Directors and management.  The
reorganized Debtors' senior management will be reasonably
acceptable to the Ad Hoc Committee.  The Ad Hoc Committee will
appoint the initial Board of Directors of the reorganized
Debtors.

On the effective date, Foamex will adopt amended and restated
certificates of incorporation and bylaws in form and substance
acceptable to the Ad Hoc Committee, including amendments required
by Section 1123(a)(6) of the Bankruptcy Code.

                  Management Incentive Plan

Members of the reorganized Debtors' senior management and outside
directors will participate in an incentive plan on market terms
providing for the grant of options to purchase, and the issuance
of restricted shares of New Common Stock, not to exceed 10% of
the aggregate amount of New Common Stock.  Any awards must be
either acceptable to the Ad Hoc Committee or determined by the
Board of Directors of the reorganized Debtors.

            Treatment of Executory Contracts and Leases

All of the Debtors' executory contracts and unexpired leases that
are not assumed or rejected at an earlier point in the Chapter 11
cases or that are not designated for rejection under the Plan
will be assumed on the Plan's effective date.  All cure payments
to be made to the counterparties to executory contracts and
unexpired leases assumed during the Chapter 11 Cases or pursuant
to the Plan will be made in accordance with the terms of the
final Court order approving the assumption.

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: Gets Court's Approval to Hire BSI as Claims Agent
---------------------------------------------------------------
Although Foamex International Inc., and its debtor-affiliates have
not yet filed their schedules of assets and liabilities, they
anticipate that there will be hundreds of entities that they will
be required to serve with various notices, pleadings and other
documents filed in their Chapter 11 cases.  In consideration of
the number of anticipated claimants and other interested parties
and the nature of the Debtors' business, the Debtors sought and
obtained the U.S. Bankruptcy Court for the District of Delaware's
authority to employ Bankruptcy Services LLC as their claims
notifying agent.

BSI specializes in providing consulting and data processing
services to Chapter 11 debtors in connection with the
administration, reconciliation and negotiation of claims and
solicitation of votes to accept or reject plans of
reorganization.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that the appointment of BSI will
expedite the distribution of notices and relieve the clerk's
office of the administrative burden of processing the notices.
Accordingly, the Debtors' estates and creditors will benefit as a
result of BSI's experience and cost-effective method.

As Claims Agent, BSI will:

   (a) notify all potential creditors of the filing of the
       bankruptcy petitions and of the setting of the first
       meeting of creditors pursuant to Section 341(a) of the
       Bankruptcy Code;

   (b) file affidavits of service for all mailings, including a
       copy of each notice, a list of persons for whom the notice
       was mailed, and the date mailed;

   (c) maintain an official copy of the Debtors' Schedules,
       listing creditors and amounts owed;

   (d) furnish a notice of the last date for the filing of proofs
       of claim and a form for filing a proof of claim to
       creditors and interested parties;

   (e) docket all claims filed and maintain the official claims
       register on behalf of the Clerk and provide to the Clerk
       an exact duplicate thereof;

   (f) specify in the claims register for each claim docket the
       claim number assigned, the date received, the name and
       address of the claimant, the filed amount of the claim, if
       liquidated and the allowed amount of the claim;

   (g) record claim transfers and provide notices of the
       transfers as required pursuant to Rule 3001(e) of the
       Federal Rules of Bankruptcy Procedure;

   (h) maintain the official mailing list for all entities who
       have filed proofs of claim;

   (i) mail the Debtors' disclosure statement, plan, ballots
       and any other related solicitation materials to holders of
       impaired claims and equity interests;

   (j) receive and tally ballots and responding to inquiries
       respecting voting procedures and the solicitation of votes
       on the plan; and

   (k) provide any other distribution services as are necessary
       or required.

Ron Jacobs, president of BSI, attests that neither BSI nor any of
its employees are connected with the Debtors, their creditors,
other interested parties, nor the U.S. Trustee.  BSI does not
hold or represent any interest adverse to the Debtors, their
estates or any class of creditors or equity interest holders.

For its professionals, BSI charges these hourly rates:

      Professional                            Hourly Rates
      ------------                            ------------
      Senior Managers/On-Site Consultants         $225
      Other Senior Consultants                    $185
      Programmer                               $130 - $160
      Associate                                   $135
      Data Entry/Clerical                       $40 - $60
      Schedule Preparation                        $225

If requested, BSI will coordinate outside services for notice
publication, printing and microfilming.  Reimbursable expenses
including travel, postage and courier are billed at cost.
Postage is payable in advance of any mailings.

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: U.S. Trustee Meeting with Creditors on October 27
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of Foamex International Inc., and its
debtor-affiliates' creditors on October 27, 2005, at 10:00 a.m. at
J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' cases.

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

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)


FOOTSTAR INC: Amends Annual Report for Year Ending January 3, 2004
------------------------------------------------------------------
Footstar, Inc. amended its annual report for the year ending
January 3, 2004, and filed a Form 10-K/A with the Securities and
Exchange Commission on September 26, 2005.

The Amendment reflects financial restatements with respect to the
Company's discontinued Athletic operations.  There is no change in
net sales, gross profit, operating profit and net loss.

The Amendments include an increase of $35.7 million in the
provision for income taxes in continuing operations with a
corresponding decrease in loss from discontinued operations in the
consolidated statement of operations for the fiscal year 2002.

The Amendments are primarily required to give effect to the change
in the beginning-of-the Fiscal Year 2002 balance of the valuation
allowance that resulted from a change in circumstance that was
caused by a change in judgment about the realizability of the
related deferred tax asset in future years. This had previously
not been correctly reflected within continuing operations.

The Amendments also include an increase of $1 million in the
provision from income taxes in continuing operations and a $1
million decrease in the loss from discontinued operations due to a
revision in the amount attributable to discontinued operations in
the consolidated statement of operations for the fiscal year 2001.

In the consolidated statement of operations, interest expense and
interest income have been revised within continuing operations as
intercompany interest had been incorrectly eliminated against
interest income instead of interest expense.  There is no change
in the amount of net interest expense.

The Amendments also reflect:

   * a decrease in the provision for income taxes of continuing
     operations in Fiscal 2000 and 1999 of $.8 million and $8.9;

   * an increase in the loss from discontinued operations in
     Fiscal 2000; and

   * a decrease in earnings from discontinued operations in Fiscal
     1999 by these respective amounts.

Income Taxes, Notes to Financial Statements, and Management's
Discussion and Analysis have been revised due to the changes.

KPMG LLP audited the Company's 2001 and 2002 annual report and
financial statements.  Amper, Politzner & Mattia PC audited the
Company's 2003 annual report and financial statements ending
January 3, 2004.

A full-text copy of the Form 10-K/A is available for free at
http://ResearchArchives.com/t/s?20c

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FOOTSTAR INC: Equity Cut in Half to $51.3 Million at Jan. 31, 2005
------------------------------------------------------------------
Footstar Inc. delivered its annual report on Form 10-K for the
year ending January 1, 2005, to the Securities and Exchange
Commission on September 26, 2005.

Meldisco represents substantially all of the Company's operations.
Meldisco sells family footwear through licensed footwear
departments and wholesale arrangements.

Net sales decreased $162.2 million, or 16.9%, in 2004, to
$800.2 million compared with $962.4 million in 2003.

Gross profit decreased $42.6 million, or 14.6%, to $250.1 million
in 2004 compared with $292.7 million in 2003. This decrease is
primarily due to the 16.9% decrease in sales.

Selling, general and administrative expenses decreased
$12.6 million, or 5.8%, to $204.8 million in 2004 compared with
$217.4 million in 2003.  This decrease was primarily attributable
to a reduction in expenses to offset a portion of the sales
declines in the Shoemart operation and the reduction of open Kmart
stores.

In connection with the Company's settlement with Kmart Corp., the
Company recorded a charge of $6.3 million in the fourth quarter of
fiscal 2004.  This charge represents the amount in excess of
previously recorded amounts due Kmart, including minority
interests.

As reported in the Troubled Company Reporter on Aug. 31, 2005, the
Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for the
Southern District of New York approved the Settlement Agreement
and the Amended Master Agreement between Footstar and its debtor-
affiliates and Kmart on Aug. 25, 2005.

Operating profit decreased $36.6 million, or 62.0%, to
$22.4 million in 2004 compared with $59.0 million in 2003 due to
the effect of the 16.9% decline in sales and the Kmart Settlement
in 2004, which was offset by restructuring charges incurred in
2003.

As of January 1, 2005, the Company has assets amounting to
$394.1 million and debts totaling $342.8 million.  As of January
1, 2005, stockholders' equity narrowed to $51.3 million from
$121.9 million at January 3, 2004.

                       Going Concern Doubt

The Company's auditor, Amper, Politziner & Mattia, P.C., said that
the Company's March 2, 2004, bankruptcy filing raises substantial
doubt about the Company's ability to continue as a going concern.
The Company is currently reorganizing under Chapter 11.  If the
Company is not successful in its reorganization it will face
liquidation and cease to be a going concern.

The conditions to be satisfied prior to emergence from Chapter 11
include:

   * the absence of any default or event of default;

   * confirmation of the Amended Plan and occurrence of all
     related conditions;

   * resolution of all issues related to the Company's assumption
     of an amended master agreement;

   * the Company's delivery of forward looking projections
     acceptable to its the lenders illustrating required
     availability levels.

As reported in the Troubled Company Reporter on Aug. 23, 2005, the
Court extended Footstar and its debtor-affiliates' exclusive right
to solicit acceptances of their proposed Joint Plan of
Reorganization until Nov. 10, 2005.

The Court approved the adequacy of the Debtors' Disclosure
Statement on an interim basis on Dec. 13, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?20b

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


GALLATIN CLO: Moody's Rates $14 Million Class B-2L Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned ratings of:

   * Aaa to the U.S.$365,000,000 Class A-1L Floating Rate Notes
     Due August 2017;

   * Aa2 to the U.S.$36,000,000 Class A-2L Floating Rate Notes
     Due August 2017;

   * A2 to the U.S.$26,000,000 Class A-3L Floating Rate Notes
     Due August 2017;

   * Baa3 to the U.S.$26,000,000 Class B-1L Floating Rate Notes
     Due August 2017; and

   * Ba2 to the U.S.$14,000,000 Class B-2L Floating Rate Notes
     Due August 2017 issued by Gallatin CLO II 2005-1 Limited.

Moody's also assigned a rating of:

   * Aaa to the Class X Notes Due November 2010 which were issued
     with a notional principal amount of U.S.$8,000,000; and

   * Aaa to the related U.S.$22,000,000 Class C-2 Notes issued by
     CBO Holdings XV Ltd. and collateralized by U.S. Treasury
     strip securities as well as unrated Class C-1 Income Notes
     issued by the Issuer.

The collateral of the Issuer consists primarily of speculative-
grade senior secured loans.

According to Moody's, the ratings reflect the ultimate return to
an investor of principal and interest, and are based primarily on
the expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.  In the case of the
rating on the Combination Notes, the ratings generally reflect the
ultimate return to an investor of the Combination Note "rated
amount", and is based primarily on the expected loss posed to
noteholders relative to the promise of receiving the present value
of such rated amount (taking into consideration collateralization
by U.S. Treasury strip securities).  Moody's also analyzed the
risk of diminishment of cashflows from:

   * the underlying portfolio of debt due to defaults;
   * the characteristics of these assets ;and
   * the safety of the transaction's structure.

The collateral manager is Bear Stearns Asset Management Inc.


GB HOLDINGS: Wants Katten Muchin as Special Corporate Counsel
-------------------------------------------------------------
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey, Camden Division, to employ Katten Muchin Rosenman
LLP as its special corporate counsel, nunc pro tunc to Sept. 29,
2005.

Katten Muchin will:

   (a) give legal advice with respect to the potential sale by the
       Debtor of all, or a portion, of its assets;

   (b) give legal advice with respect to the Debtor's selection of
       a purchaser to which it may sell all, or a portion, of its
       assets;

   (c) assist the Debtor in the management, supervision and
       structure of the process to sell all, or a portion, of its
       assets;

   (d) assist the Debtor in its negotiations and discussions with
       potential purchasers of all, or a portion, of its assets;

   (e) prepare documents, agreements and other papers necessary or
       required to facilitate or consummate the Debtor's sale of
       all, or a portion, of its assets;

   (f) give legal advice and perform legal services with respect
       to general corporate matters and advice and representation
       with respect to obligations of the Debtor, its Board of
       Directors and officers;

   (g) give legal advice and perform legal services with respect
       to matters involving the negotiation of the terms of and
       the issuance of corporate securities, matters related to
       corporate governance and the interpretation, application or
       amendment of the Debtor's corporate documents, including
       its Certificates of Incorporation, by-laws and material
       contracts, and matters involving stockholders and the
       Debtor's legal duties toward them; and

   (h) give other legal advise as necessary.

Joel A. Yunis, Esq., a member at Katten Muchin Rosenman LLP, will
be the lead corporate attorney in this engagement.  Mr. Yunis will
bill $650 per hour.

      Designation             Hourly Rate
      -----------             -----------
      Partners                $450 to $725
      Associates              $220 to $440
      Paraprofessionals       $135 to $195

Mr. Yunis discloses that the Firm received:

   -- a $315,000 retainer for its representation of the special
      committee of the Debtor's Board of Directors in connection
      with efforts to sell the Debtor's Atlantic Coast
      Entertainment Holdings' common stock or exchange its shares
      to pay or satisfy the 11% Notes, and

   -- a $200,000 retainer shortly before the commencement of the
      Debtor's bankruptcy case.

The Debtor believes that Katten Muchin Rosenman LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

With 600 attorneys in more than 50 practice areas, Katten Muchin
Rosenman LLP -- http://www.kattenlaw.com/-- is a full service law
firm in litigation, corporate transactions, bankruptcy, 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).  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.


GE COMMERCIAL: Fitch Rates $8 Million Class O Certificates at B
---------------------------------------------------------------
GE Commercial Mortgage Corporation, series 2005-C3, commercial
mortgage pass-through certificates, classes N and O, are rated by
Fitch Ratings:

   -- $2,645,000 class N 'B+';
   -- $7,935,000 class O 'B'.

These ratings are in addition to the ratings included in Fitch's
prior press release dated, Aug. 25, 2005.

Classes N and O 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 151
fixed rate loans having an aggregate principal balance of
approximately $2,116,111,258, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'GE Commercial Mortgage Corporation, Series
2005-C3', dated Aug. 25, 2005 and available on the Fitch Ratings
web site at http://www.fitchratings.com/


GREENPOINT MORTGAGE: Fitch Puts BB Rating on $17 Mil. Pvt. Certs.
----------------------------------------------------------------
GreenPoint Mortgage Funding Trust series 2005-HE4 notes are rated
by Fitch Ratings:

     -- $973.8 million classes IA-1, IIA-1a, IIA-1b, IIA-1c, IIA-
        2c, IIA-3c, and IIA-4c 'AAA';

     -- $188.3 million classes M-1 through M-6 'AA+';

     -- $20.9 million class M-7 'AA';

     -- $16.5 million class M-8 'AA-';

     -- $13.9 million class M-9 'A';

     -- $24.7 million privately held classes M-10 and M-11 'BBB+';

     -- $17.1 million privately held class B-1 'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 23.20% subordination provided by the 3.90% class M-1,
the 3.40% class M-2, the 2.15% class M-3, the 2.20% class M-4, the
1.60% class M-5, the 1.60% class M-6, the 1.65% class M-7, the
1.30% class M-8, the 1.10% held class M-9, the 1.25% privately
held class M-10, the 0.70% privately held class M-11, the 1.35%
privately held class B-1, the 0.50% privately held class B-2 (not
rated by Fitch), monthly excess interest, and initial
overcollateralization of 0.50%.

Fitch's analysis indicates that the above credit enhancement will
be adequate to support mortgagor defaults as well as bankruptcy,
fraud, and special hazard losses in limited amounts.  In addition,
the ratings reflect the strength of the transaction's legal and
financial structures, the attributes of the mortgage collateral,
and the strength of the servicing capabilities represented by GMAC
Mortgage Corp. as servicer.  Wilmington Trust Company will act as
owner trustee.  Deutsche Bank National Trust Company will act as
indenture trustee.

As of the cut-off date, the mortgage loans have an aggregate
balance of $849,473,813.06.  There are two loan groups, group I
and group II.

Group I consists of fixed-rate and adjustable-rate home equity
lines of credit and mortgage loans with principal balances that
conform to Fannie Mae and Freddie Mac loan limits.  Group I
mortgage loans have an aggregate balance of $281,273,769, as of
the cut off date.  The weighted average loan rate is approximately
8.622%.  The weighted average remaining term to maturity is 193
months.  The average cut-off date principal balance of the
mortgage loans is approximately $34,576.  The weighted average
original combined loan-to-value ratio is 89.06%, and the weighted
average FICO score is 714.

The properties are primarily located in California (30.55%),
Arizona (5.81%), Florida (5.69%), Washington (5.64%), Nevada
(5.19%), and Colorado (5.12%).  At closing, the seller will
deposit up to approximately $138,580,417 into a pre-funding
account for group I to be used to acquire subsequent mortgage
loans from the seller during the pre-funding period.

Loan group II will consist of fixed-rate and adjustable-rate home
equity lines of credit and mortgage loans with principal balances
that may or may not conform to Fannie Mae and Freddie Mac loan
limits.  Group II mortgage loans have an aggregate balance of
$568,200,050, as of the cut off date.  The weighted average loan
rate is approximately 7.881%.  The weighted average remaining term
to maturity is 205 months.  The average cut-off date principal
balance of the mortgage loans is approximately $85,022.  The
weighted average original combined loan-to-value ratio is 87.44%,
and the weighted average FICO score is 715.  The properties are
primarily located in California (71.40%).  At closing, the seller
will deposit up to approximately $ 279,945,769 into a pre-funding
account for group II to be used to acquire subsequent mortgage
loans from the seller during the pre-funding period.

The amounts on deposit in the pre-funding accounts will be reduced
by the amount used to purchase subsequent mortgage loans during
the period from the closing date up to and including Dec. 24,
2005.  Any amounts remaining in the pre-funding accounts after
Dec. 24, 2005, will be pledged to the indenture trustee and paid
by the indenture trustee as principal on the next payment date.

The mortgage loans were originated or acquired by GreenPoint
Mortgage Funding, Inc.  For federal income tax purposes, multiple
real estate mortgage investment conduit elections will be made
with respect to the trust estate.


GREYROCK CDO: Moody's Rates $14MM Classes B-2L & B-2F Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned ratings of:

   * Aaa to the U.S.$5,100,000 Class X Notes due November 2010 and
     the U.S.$229,700,000 Class A-1L Floating Rate Notes due
     November 2017;

   * Aa2 to the U.S.$19,000,000 Class A-2L Floating Rate Notes due
     November 2017;

   * A2 to the U.S.$22,500,000 Class A-3L Floating Rate Notes due
     November 2017;

   * Baa2 to the U.S.$15,750,000 Class B-1L Floating Rate Notes
     due November 2017 and the U.S.$2,000,000 Class B-1F 6.5210%
     Notes due November 2017; and

   * Ba2 to the U.S.$8,000,000 Class B-2L Floating Rate Notes due
     November 2017 and the U.S.$6,000,000 Class B-2F 9.4130% Notes
     due November 2017, issued by Greyrock CDO Ltd.

Moody's also assigned ratings of:

   * A1 to the U.S.$5,000,000 Class C-1A Combination Notes due
     November 2017; and

   * Ba1 to the U.S.$12,000,000 Class C-1B Combination Notes Due
     November 2017 issued by the Issuer.

The collateral of the Issuer consists primarily of speculative-
grade bank loans.

According to Moody's, the ratings reflect the ultimate return to
an investor of principal and interest, and are based primarily on
the expected loss posed to investors relative to the promise of
receiving the present value of such payments.  In the case of the
ratings on the Combination Notes, the ratings generally reflect
the ultimate return to an investor of the Combination Note "rated
balance", and are based primarily on the expected loss posed to
investors relative to the promise of receiving the present value
of such rated balance (and in the case of the Class C-1A
Combination Notes, a 0.25% "rated coupon" per annum).

Moody's also analyzed the risk of diminishment of cashflows from
the underlying portfolio of debt due to defaults, the
characteristics of these assets and the safety of the
transaction's structure.

The collateral manager is Aladdin Capital Management LLC.


HASTINGS MANUFACTURING: Look for Bankruptcy Schedules on Oct. 17
----------------------------------------------------------------
Hastings Manufacturing Company asks the U.S. Bankruptcy Court for
the Western District of Michigan for more time to file its
Schedules of Assets and Liabilities, Statements of Financial
Affairs, Schedules of Current Income and Expenditures and
Statements of Executory Contracts and Unexpired Leases.  The
Debtor wants until Oct. 17, 2005, to file those documents.

The Debtors tells the Court that together with its counsel, it is
diligently working towards completing the Schedules and Statements
as required under Bankruptcy Rule 1007.

But because of the volume and complexity of its business affairs,
with a creditor matrix that comprises over 1,000 entities, the
Debtor will be unable to complete and file the Schedules and
Statements within the first 15 days of their chapter 11 proceeding
as required under Bankruptcy Rule 1007.

The requested extension is therefore necessary so the Debtor can
complete and file the Schedules and Statements on or before
October 17 deadline it is requesting.

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/--  
makes piston rings for the automotive aftermarket and for OEM's.
Through a joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


HASTINGS MANUFACTURING: US Trustee Picks 4-Member Creditors' Panel
------------------------------------------------------------------
The U.S. Trustee for Region 9 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Hastings Manufacturing Company's chapter 11 case:

     1. Haldex Garphyttan Corp.
        Attn: Kirk Manning
        4404 Nimitz Parkway
        South Bend, Indiana 46628
        Tel: 574-232-9654, Fax: 574-232-2565

     2. Tokusen USA, Inc.
        Attn: Mike Ichinomiya
        1500 Amity Road
        Conway, Arkansas 722033
        Tel: 501-327-6800, Fax: 501-327-0231

     3. Brooke Cutting Tools, Inc.
        Attn: Warren B. Taylor
        1130 Fullerton Avenue
        Addison, Illinois 60101
        Tel: 630-458-8570, Fax: 630-458-8571

     4. Rocky Mountain Packaging
        Attn: Jay Barrett
        10665 E 51st Avenue
        Denver, Colorado 80239
        Tel: 303-373-2022, Fax: 303-373-2030

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

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/--  
makes piston rings for the automotive aftermarket and for OEM's.
Through a joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


HELLER FINANCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgrades Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 2000-PH1:

     -- $47.8 million class C to 'AA+' from 'AA-'.
     -- $12.0 million class D to 'AA' from 'A';
     -- $35.9 million class E to 'A-' from 'BBB';
     -- $14.4 million class F to 'BBB' from 'BBB-'.

These classes are affirmed by Fitch:

     -- $46.4 million class A-1 'AAA';
     -- $532.3 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $43.1 million class B 'AAA';
     -- $26.3 million class G 'BB+';
     -- $7.2 million class K 'B+';
     -- $9.6 million class L 'B';
     -- $9.6 million class M 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million
class J, or $13.7 million class N certificates.

The upgrades reflect both increased credit enhancement levels due
to loan payoffs and the defeasance of a number of loans in the
pool.  As of the September 2005 distribution date, the pool's
certificate balance has paid down 13.6% to $826.8 million from
$957.0 million at issuance.  Thirteen loans (14.5%) have defeased
since issuance.

Four loans (2.6%) are currently being specially serviced,
including a 30-day delinquent (1.2%) a 90-day delinquent (0.06%),
and two real estate owned(1.3%) assets.  The 30-day delinquent
loan is secured by an industrial/warehouse property in Cicero, IL.
The borrower is trying to pay off the loan, and the servicer is
evaluating options.

The second specially serviced asset is REO and is secured by a
multifamily property in Spartanburg, SC.  The property is being
marketed for sale.  The next specially serviced asset is REO and
is secured by a retail property in Houston, TX.  The special
servicer is working on a disposition strategy.  Losses are
expected to be absorbed by the non-rated class N.

The second largest loan (4.2%), secured by an office property in
New York, NY, is consistently 30 to 60 days delinquent, but the
loan remains with the master servicer.  The loan is now current
and due for October. In addition, the loan is low levered, at $134
per square foot.


HONEY CREEK: Wants Eichner & Norris as Bond Counsel
---------------------------------------------------
Honey Creek Kiwi, L.L.C., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to employ Eichner &
Norris, PLLC as its bond counsel.

The Debtor tells the Court that its assets, a 656-unit apartment
complex, was financed with a $20,485,000 tax exempt bond issuance
by the Texas Department of Housing and Community affairs.  The
Debtor says that Eichner & Norris will review bond documents,
which are its primary loan documents.  The Debtor further tells
the Court that many of the terms of the documents involve
requirements related to maintaining the tax exempt status of
interest on the bond issued to the lender to finance the
acquisition of the project.

Based on the review, Eichner & Norris will also provide advice on
amendments, requirements, and strategy, including proposals, if
any, from the lender.

Richard Eichner, a partner at Eichner & Norris, tells the Court
that he will bill $425 per hour for his services.  Mr. Eichner
discloses that the Firm's other professionals bill:

       Professional          Designation              Hourly Rate
       ------------          -----------              -----------
       Robert Wrzosek        Senior Associate             $275
       Andrew Robertson      Paralegal                    $125
       Others                Junior Associates            $175


To the best of the Debtor's knowledge, the Firm does not represent
any adverse interest to the Debtor or its estates.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


HONEY CREEK: Wants Crosson Dannis as Valuation Consultant
---------------------------------------------------------
Honey Creek Kiwi, L.L.C., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to employ Crosson Dannis,
Inc. as its appraisal and valuation consultant.

Crosson Dannis will:

    (a) perform evaluation and appraisal of the Debtor's assets;
        and

    (b) consult with the Debtor on market rates and terms of
        valuation.

Charles G. Dannis, at Crosson Dannis, tells the Court that he will
bill $250 per hour for his services.  Mr. Dannis discloses that
the Firm's professionals bill:

       Senior Staff              Hourly Rate
       ------------              -----------
       Senior Staff                  $175
       Research Staff                $100

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

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


HORNBECK OFFSHORE: Prices $75 Mil. 6.125% Private Debt Placement
----------------------------------------------------------------
Hornbeck Offshore Services, Inc. (NYSE: HOS) agreed to sell in a
private placement an additional $75,000,000 aggregate principal
amount of its 6.125% Senior Notes due 2014 under its indenture
dated as of Nov. 23, 2004.  The Additional Notes were priced at
99.25% of principal amount to yield 6.232%.  The closing is
expected to occur on Oct. 4, 2005, subject to customary closing
conditions.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Moody's affirmed the Ba3 Corporate Family Rating and the Ba3
rating on the existing $225 million senior unsecured notes for
Hornbeck Offshore Services, Inc. while also assigning a Ba3
to the company's proposed $75 million senior unsecured notes add-
on offering.  Moody's said the outlook remains stable.

As reported in the Troubled Company Reporter on Sept. 29,
Standard & Poor's Ratings Services affirmed the ratings on
Hornbeck Offshore Services Inc. (BB-/Stable/--) following its
announced common stock offering and $75 million debt placement.
Furthermore, the $75 million additional 6.125% senior notes due
2014, were rated 'BB-'.  The outlook is stable.  Pro forma the
offerings, Covington, Louisiana-based Hornbeck will have
$300 million of debt.


HORNBECK OFFSHORE: Pricing New Stock Offering at $35.35 per Share
-----------------------------------------------------------------
Hornbeck Offshore Services, Inc. (NYSE: HOS) priced its public
offering of 6,100,000 shares of its common stock at $35.35 per
share, for total gross proceeds of $215.6 million before
underwriting discounts, commissions and offering expenses.

This represents an increase over the 4,750,000 share offering
disclosed Sept. 26, 2005.  In addition to the shares to be offered
by the Company, the Offering will include an additional 2,000,000
shares to be sold by a selling stockholder, and the underwriters
have a 30-day option to purchase up to 1,215,000 additional shares
of common stock from the Company at the same price per share.
Hornbeck Offshore's latest stock closing price of $36.10 on the
New York Stock Exchange was up $1.90, or 5.6%, over last Friday's
close prior to the announcement of the Offering.  The Offering is
expected to close tomorrow, Oct. 5, 2005, subject to customary
conditions.

The Company intends to use the proceeds from the Offering, as well
as the proceeds from its concurrent private placement of
additional 6.125% senior notes, to partially fund the construction
of new OSVs, ocean-going tugs and ocean-going, double-hulled tank
barges and the retrofit or conversion of certain existing vessels,
including MPSVs.  In addition, the combined proceeds may be used
in connection with possible future acquisitions and additional new
vessel construction programs, as well as for general corporate
purposes.  Pending these uses, the Company will repay debt under
its revolving credit facility, which may be reborrowed.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Moody's affirmed the Ba3 Corporate Family Rating and the Ba3
rating on the existing $225 million senior unsecured notes for
Hornbeck Offshore Services, Inc. while also assigning a Ba3
to the company's proposed $75 million senior unsecured notes add-
on offering.  Moody's said the outlook remains stable.

As reported in the Troubled Company Reporter on Sept. 29,
Standard & Poor's Ratings Services affirmed the ratings on
Hornbeck Offshore Services Inc. (BB-/Stable/--) following its
announced common stock offering and $75 million debt placement.
Furthermore, the $75 million additional 6.125% senior notes due
2014, were rated 'BB-'.  The outlook is stable.  Pro forma the
offerings, Covington, Louisiana-based Hornbeck will have
$300 million of debt.


ILLINOIS POWER: Moody's Reviews Ba1 Preferred Stock Rating
----------------------------------------------------------
Moody's Investors Service placed the long term debt ratings of
Ameren Corporation (Ameren, A3 senior unsecured); Central Illinois
Public Service Company (d/b/a AmerenCIPS, A2 senior unsecured);
CILCORP Inc. (Baa2 senior unsecured); Central Illinois Light
Company (d/b/a AmerenCILCO, A3 senior unsecured); and Illinois
Power Company (d/b/a AmerenIP, Baa2 senior unsecured) under review
for possible downgrade.  Ameren's Prime-2 short term rating for
commercial paper is not under review.  The ratings of Union
Electric Company (d/b/a AmerenUE) and Ameren Energy Generating
Company are unaffected.

The rating action reflects the increasingly contentious political
and regulatory environment in Illinois at a time when Ameren's
three operating utilities in the state are seeking to implement a
transitional plan for power procurement that could result in
electric rate increases of between 20% and 35% beginning in 2007.
Both the Attorney General (AG) and the Governor of the State of
Illinois have strongly opposed Ameren's power procurement plan for
its Illinois utilities, with the AG filing suit against the
Illinois Commerce Commission (ICC) to stop the procurement
proceedings.  The Governor also took the extraordinary step of
removing the Chairman of the ICC in order to name a candidate who
was head of the largest state consumer advocate group, which has
previously filed testimony in opposition to the utilities'
procurement plans.

Under the terms of the current regulatory arrangement, in place
until December 31, 2006, rates for electric supply at Ameren's
Illinois utilities are capped at below-market rates through
contracts with both affiliated and unaffiliated generation
companies.  Under electric restructuring legislation passed in the
state, electric generation rates are expected to transition to
market-based rates beginning on January 1, 2007.  Market prices
for wholesale electricity are significantly above the contract
level price due in large part to higher fuel costs, particularly
natural gas.

The review of parent company Ameren's ratings reflects the
importance of the three Illinois utility businesses to its
consolidated financial profile, particularly since the acquisition
of Illinois Power last year.  The Illinois utilities now make up
nearly half of Ameren's total utility business.  Ameren's Union
Electric utility subsidiary's ratings are not directly affected by
the developments in Illinois as it operates solely in the state of
Missouri and continues to maintain strong, stable financial
ratios.  The ratings of Ameren Energy Generating Company are also
unaffected, reflecting:

   * its competitive, low cost generating portfolio;

   * upside potential beyond January 1, 2007 when contracts to
     sell power expire and the company potentially may benefit
     from higher market prices; and

   * plans to reduce leverage by retiring $225 million of the
     company's long-term debt on November 1, 2005.

Although utilities are usually allowed to recover prudently
incurred costs and an eventual settlement on rates is expected,
recent actions and statements by state government officials
suggest an increased risk of a serious dispute over reasonable
recovery.  Ameren has expressed a willingness to consider a rate
increase phase-in plan for its Illinois utilities to mitigate rate
shock for customers.  If Ameren is able to negotiate a settlement
on the power procurement issue, Moody's believes that the credit
quality of its Illinois utilities may weaken over the intermediate
term as power costs are deferred to future years.  A lengthy
deferral would result in increased debt balances and raise
concerns about the ultimate full recovery of costs.

The review will focus on:

   * the prospects for a resolution of the dispute over the
     transitional plan for power procurement;

   * related rate increases; and

   * the timely recovery of the utilities' increased costs and
     investment outlays.

Ratings under review for possible downgrade include:

   * Ameren's A3 senior unsecured debt and Issuer Rating;

   * Central Illinois Public Service Company's A1 senior secured,
     A2 senior unsecured and Issuer Rating, Baa1 preferred stock,
     and the VMIG-1 short-term rating for its tax-exempt debt;

   * CILCORP, Inc.'s Baa2 senior unsecured;

   * Central Illinois Light Company's A2 senior secured, A3 Issuer
     Rating and Baa2 preferred stock;

   * Illinois Power Company's Baa1 senior secured, Baa2 Issuer
     Rating, and Ba1 preferred stock; and

   * the (P)Baa1 rating for the trust preferred securities issued
     by Ameren Capital Trust I and II.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company
of:

   * Union Electric Company (d/b/a AmerenUE),
   * Central Illinois Public Service Company (d/b/a AmerenCIPS),
   * CILCORP Inc.,
   * Central Illinois Light Company (d/b/a AmerenCILCO),
   * Illinois Power Company (d/b/a AmerenIP), and
   * Ameren Energy Generating Company.


IMMUNE RESPONSE: Faces Possible Delisting by Nasdaq
---------------------------------------------------
The Immune Response Corporation (Nasdaq:IMNR) received a Nasdaq
staff determination on Sept. 27, 2005, that the Company's market
value of listed securities is below the $35,000,000 requirement
for continued listing on the Nasdaq Capital Market, as set forth
in Marketplace Rule 4310(c)(2)(B)(ii), and that the Company is
therefore subject to delisting.

The Company intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the staff determination.  The
hearing request will stay the delisting and the Company's common
stock will continue to be listed on the Nasdaq Capital Market
until the Panel issues its decision following the hearing.  The
hearing is expected to be held within the next four to six weeks.
There can be no assurance that the Panel will grant the Company's
request for continued listing.

The Immune Response Corporation (Nasdaq:IMNR) --
http://www.imnr.com/-- is a biopharmaceutical company dedicated
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis (MS).  The Company's HIV products are based on
its patented whole-killed virus technology, co-invented by Company
founder Dr. Jonas Salk, to stimulate HIV immune responses.
REMUNE(R), currently in Phase II clinical trials, is being
developed as a first-line treatment for people with early-stage
HIV.  We have initiated development of a new immune-based therapy,
IR103, which incorporates a second-generation immunostimulatory
oligonucleotide adjuvant and is currently in Phase I/II clinical
trials in Canada and the United Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II
clinical trials and has shown potential therapeutic value for this
difficult-to-treat disease.

                         *     *     *

Levitz, Zacks & Ciceric, expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditors point to
operating and liquidity concerns which resulted from the Company's
significant net losses and negative cash flows from operations.

The Company has incurred net losses since inception and has an
accumulated deficit of $339,293,000 as of June 30, 2005.  The
Company says it will not generate meaningful revenues in the
foreseeable future.

At June 30, 2005, Immune Response's balance sheet showed a
$2.1 million stockholders' deficit, compared to $4.4 million of
positive equity at Dec. 31, 2004.


INTEGRATED HEALTH: Lucas Wants Tort Claim Filing Period Extended
----------------------------------------------------------------
From August 1997 through October 2003, Dorothy L. Kratzer was a
resident of Pinellas Park Nursing Home, Inc., doing business as
Integrated Health Services of Pinellas Park in Pinellas County,
Florida.

Kevin Mangan, Esq., at Monzack And Monaco, P.A., in Wilmington,
Delaware, relates that Ms. Kratzer's residency at Pinellas Park
Nursing Home was continuous except for several hospitalizations at
the Northside Hospital:

   Date of Confinement            Reasons for Confinement
   -------------------          ---------------------------
   10/01/98 - 10/05/98          treatment for urinary tract
                                infection

   10/11/99 - 10/14/99          treatment for spiral fracture
                                of right distal femur

   10/05/98 - 10/23/98          treatment for significant
                                laceration on forehead

       01/27/2000               treatment for laceration on
                                forehead

Mr. Mangan asserts that as a result of the IHS Debtors' negligence
and violations of Ms. Kratzer's nursing home resident's rights,
Ms. Kratzer suffered multiple injuries, including:

   -- a fractured pelvis;
   -- a spiral fracture of the right distal femur;
   -- laceration of the right hand with bone exposure;
   -- multiple urinary tract infections;
   -- contractures;
   -- pressure sores; and
   -- dehydration.

Ms. Kratzer passed away on April 30, 2004.

In October 2003, Rosella Lucas, as daughter and personal
representative of the estate of Ms. Kratzer, commenced an
investigation of her mother's injuries.

Ms. Lucas has repeatedly requested since October 2003 that the
IHS Debtors provide her with her mother's complete medical record
history so that she could evaluate, substantiate and file her
mother's claim.  The IHS Debtors were only able to produce the
medical records on May 17, 2005.  The IHS Debtors also failed to
provide Ms. Lucas with the notice of the Bar Date, Mr. Mangan
adds.

After reviewing her mother's medical records, Ms. Lucas discovered
that her mother's claim extended far beyond what was initially
believed to be an isolated postpetition claim and actually
included numerous injuries, several of which occurred prepetition.

The parties agreed to extend the pre-suit process and negotiate a
potential resolution of the matter.  A formal demand was requested
and provided on May 18, 2005.

"It is anticipated that if a pre-suit resolution of Ms. Kratzer's
claim is unsuccessful, litigation will be commenced in the Sixth
Judicial Circuit in and for Pinellas County, Florida, based upon
the [IHS] Debtors' negligence and violations of Mr. Kratzer's
nursing home resident's rights," Mr. Mangan states.

By this motion, Ms. Lucas asks the Court to extend the time by
which she could file a proof of claim against the IHS Debtors.

               Late-Filed Claim Must Be Allowed

Mr. Mangan argues that the delay in the filing of Ms. Kratzer's
claim was caused by the IHS Debtors own delay in responding to
Ms. Lucas' record request.  Thus, the IHS Debtors are barred from
objecting to the proof of claim, as they are responsible for the
delayed filing.

Moreover, Mr. Mangan emphasizes that:

   (1) By failing to timely provide Ms. Lucas with the Bar Date
       Notice, the IHS Debtors, cannot discharge her claim or
       preclude her from receiving a distribution from the IHS
       Debtors' cases;

   (2) The IHS Debtors have waived their right to oppose Ms.
       Kratzer's claim by failing to provide Ms. Lucas with the
       needed medical records to evaluate her mother's claim
       despite being aware of the Claim at the time they were
       required to provide the Bar Date Notice to Ms. Lucas;

   (3) Ms. Lucas has established "excusable neglect;"

   (4) The danger of prejudice to the IHS Debtors is non-
       existent.  The claims administration process is not yet
       complete.  Thus, permitting the filing of the Claim will
       be of no impact on the administration of the estate; and

   (5) Ms. Lucas acted in good faith by filing a proof of claim
       as soon as reasonably as possible.  The failure to timely
       file the Claim was not intentional, but rather, the result
       of the IHS Debtors' failure to provide notice as well as
       their delay in providing the medical records.

Mr. Mangan contends that the IHS Debtors acted in bad faith by:

   (1) lulling Ms. Lucas into a sense of security by virtue of
       the on going negotiations, during which time the IHS
       Debtors never mentioned a necessity for filing a proof of
       claim so that Ms. Lucas may pursue her mother's Claim;

   (2) failing to serve State Court Counsel or Ms. Lucas in a
       proper manner with notice of the Bar Date; and

   (3) their repeated delays in providing State Court Counsel
       with Ms. Kratzer's medical records.

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)


INTERPUBLIC GROUP: Amends $450 Million Three-Year Credit Facility
-----------------------------------------------------------------
The Interpublic Group (NYSE:IPG) successfully amended the terms of
its $450 million, three-year credit facility with its bank
syndicate on Sept. 27, 2005.

Interpublic Group is a borrower under a three-year Credit
Agreement dated as of May 10, 2004, as amended, with a consortium
of lenders led by Jpmorgan Chase Bank, N.A., as Syndication Agent,
HSBC Bank USA, Lloyds TSB Bank PLC and UBS AG, Stamford Branch, as
co-documentation agents, Citigroup Global Markets Inc., as lead
arranger and book manager, and CITIBANK, N.A., as administrative
agent.  The Three-Year Revolving Credit Facility expires on May 9,
2007, and provides for borrowings of up to $450 million, of which
$200 million is available for the issuance of letters of credit.

The terms of the amended Three-Year Revolving Credit Facility do
not permit the Company to:

     (i) make cash acquisitions in excess of $50 million until
         October 2006, or thereafter in excess of $50 million
         until expiration of the agreement in May 2007, subject to
         increases equal to the net cash proceeds received in the
         applicable period from any disposition of assets;

    (ii) to make capital expenditures in excess of $210 million
         annually;

   (iii) to repurchase or to declare or to pay dividends on its
         capital stock (except for any convertible preferred
         stock, convertible trust preferred instrument or similar
         security, which includes our outstanding 5.40% Series A
         Mandatory Convertible Preferred), except that it may
         repurchase its capital stock in connection with the
         exercise of options by our employees or with proceeds
         contemporaneously received from an issue of new shares of
         its capital stock; and

    (iv) to incur new debt at its subsidiaries, other than
         unsecured debt incurred in the ordinary course of
         business, which may not exceed $10 million in the
         aggregate with respect to our US subsidiaries.

A full-text copy of the Credit Facility is available at no charge
at http://ResearchArchives.com/t/s?211

Interpublic is also the borrower under a 364-day revolving credit
facility providing the company with access to up to $250 million.

Interpublic Group is one of the world's leading organizations of
advertising agencies and marketing-services companies.  Major
global brands include Draft, Foote Cone & Belding Worldwide,
FutureBrand, GolinHarris International, Initiative, Jack Morton
Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson, Octagon,
Universal McCann and Weber Shandwick.  Leading domestic brands
include Campbell-Ewald, Deutsch and Hill Holliday.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Fitch reports that The Interpublic Group of Companies senior
unsecured and multi-currency bank credit facility ratings of 'B+'
remain on Rating Watch Negative.  The company announced that it is
on track to meet the Sept. 30th timeline it established earlier in
the year for filing its 2004 Form 10-K and 2005 1st and 2nd
Quarter Form 10-Qs.  However, the company also indicated that
previously issued financial statements and unaudited interim
financial information previously issued should no longer be relied
upon.  In addition, the company will restate earnings from 2000-
2004 specifically related to accounting for revenue, acquisitions,
and lease expenses.

Fitch expects the review and resolution of the Rating Watch status
will be concluded following the satisfactory filing of the
company's Form 10-K for 2004 and Form 10-Qs for 2005 and review of
these statements.  Also, Fitch will meet with management in the
near term to evaluate the company's financial status, long-term
business outlook, and progress the company has made to rectify
material weaknesses in its internal controls to limit the
probability of future financial reporting and accounting control
issues.

Fitch lowered IPG's ratings to 'B+' from BB+' and placed the
ratings on Rating Watch Negative on March 11, 2005.  These actions
reflected the increased levels of negative event risk at IPG,
concerns about the reliability of the company's financial
reporting, the ability of IPG's auditors to provide an
'unqualified' opinion about the company's financial reports.  In
addition, the rating actions reflected IPG's earnings and cash
flow outlook, given the company's weak organic growth trends, and
significant pressures on operating margins.


INTERPUBLIC GROUP: Completes 2000-2004 Financial Restatements
-------------------------------------------------------------
The Interpublic Group (NYSE:IPG) released results for 2004 and the
first two quarters of 2005.  The company also provided detail on
its restatement of results for periods from 2000 and prior through
the nine months ended 2004.  Interpublic has completed a
comprehensive six-month internal management review of its
previously disclosed material control weaknesses.

These were the result of the company's extensive global presence,
a highly decentralized structure and poor integration of past
acquisitions.  By filing its financial reports with the Securities
and Exchange Commission on Friday, Sept. 30, the company became
current with its federal financial filing requirements and the
requirements of its bond indentures.

"I've been clear for some time that addressing control issues is
our top priority," said Michael I. Roth, Interpublic Chairman and
CEO.  "The results of the financial review and restatement process
demonstrate our commitment to the integrity of our financial
statements and to a new level of transparency, in terms of both
our disclosure and the way in which we do business.  I am pleased
that our organic revenue trend stabilized in 2004 and continues to
be positive in 2005.  This is a testament to the great work and
the value that our agencies and our people continue to deliver to
clients.  However, we are clearly not yet where we need to be on
revenue or on the expense side.  We have identified a number of
areas that could drive significant improvement and we will pursue
them vigorously.  The investments we are making in bringing top
talent and new management teams to many of our companies should
also begin to yield continued and improved top line performance."

               First Half 2005 Operating Results

Revenue

Revenue increased 1.5% in the first six months of 2005 to
$2.95 billion, compared with the year-ago period. This reflects
the benefit of foreign currency translation and organic revenue
growth. Currency effect was 1.4%. Net divestitures had a negative
impact of 1.2% on revenue. Organic revenue was 1.3% over the first
half of 2004.

In the United States, reported revenue increased 0.4% and organic
revenue growth was 1.0% over the same period in 2004. Non-U.S.
reported revenue increased 3.0% in the first half of 2005 compared
to 2004. Currency effect was 3.2%, net divestitures had a negative
impact of 2.0% and the resulting organic revenue change was 1.8%.

Operating Expenses

During the first half of 2005, salary and related expenses were
$1.93 billion, an increase of 8.1%, or 6.7% in constant currency,
compared to the same period in 2004. The increase reflects hiring
of global finance personnel and increased headcount at certain
units.

Compared to the same period in 2004, first half 2005 office and
general expenses increased 0.2% to $1.07 billion. Adjusted for
currency, office and general expenses decreased 1.2%. This
decrease reflects an increase in professional fees, offset largely
by lower occupancy costs and some benefits from the company's
initiative to consolidate purchasing of major services and
supplies.

Non-Operating and Tax

Other income of $19.1 million in the first half of 2005 was
largely attributable to the sale of minority interests in several
small, non-core, non-U.S. operations in Europe.

In the first six months of 2005, provision for income taxes was
$44.7 million as compared to $1.6 million in the same period of
2004. The company's tax rate was adversely affected by losses
incurred in non-U.S. jurisdictions with tax benefits at rates
lower than U.S. statutory rates or no tax benefit to the company.

Balance Sheet

At June 30, 2005, cash and equivalents totaled $1.58 billion, up
from $1.55 billion at the same point in 2004. At the end of the
first half of 2005, Interpublic's total debt was $2.3 billion, the
same level as at June 30, 2004. The company's debt maturity
schedule provides it with significant financial flexibility, as no
maturities are due until 2008.

                   Financial Restatements

As part of the financial review necessitated by material
weaknesses in internal controls, begun in March 2005, the company
determined in September 2005 that a restatement of results of
prior periods was required.  This review was overseen by the Audit
Committee of the company's Board of Directors.

The restatement will reduce retained earnings at Sept. 30, 2004,
by $514 million plus a $36 million adjustment through
comprehensive income for a reduction in shareholder's equity at
Sept. 30, 2004, of approximately $550 million.  Approximately 50%
of the reduction in shareholders' equity relates to periods prior
to 2002.  An estimated $250 million will result in cash payments
over the next 24 months.

As previously disclosed, the major restatement categories include
revenue recognition, acquisition accounting, internal
investigations and international compensation arrangements.
Adjustments related to revenue recognition involved vendor credits
for volume and cash discounts, principally for the purchase of
media in international markets, as well as timing of revenue
recognition and the decision to account for certain types of
business on a gross versus net revenue basis.  Acquisition
accounting included improper accounting for pre-acquisition
earnings, as well as consideration paid to previous owners of
acquired companies as a component of purchase price (e.g.
goodwill) when it should have been treated as compensation.

Interpublic Group is one of the world's leading organizations of
advertising agencies and marketing-services companies.  Major
global brands include Draft, Foote Cone & Belding Worldwide,
FutureBrand, GolinHarris International, Initiative, Jack Morton
Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson, Octagon,
Universal McCann and Weber Shandwick.  Leading domestic brands
include Campbell-Ewald, Deutsch and Hill Holliday.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Fitch reports that The Interpublic Group of Companies senior
unsecured and multi-currency bank credit facility ratings of 'B+'
remain on Rating Watch Negative.  The company announced that it is
on track to meet the Sept. 30th timeline it established earlier in
the year for filing its 2004 Form 10-K and 2005 1st and 2nd
Quarter Form 10-Qs.  However, the company also indicated that
previously issued financial statements and unaudited interim
financial information previously issued should no longer be relied
upon.  In addition, the company will restate earnings from 2000-
2004 specifically related to accounting for revenue, acquisitions,
and lease expenses.

Fitch expects the review and resolution of the Rating Watch status
will be concluded following the satisfactory filing of the
company's Form 10-K for 2004 and Form 10-Qs for 2005 and review of
these statements.  Also, Fitch will meet with management in the
near term to evaluate the company's financial status, long-term
business outlook, and progress the company has made to rectify
material weaknesses in its internal controls to limit the
probability of future financial reporting and accounting control
issues.

Fitch lowered IPG's ratings to 'B+' from BB+' and placed the
ratings on Rating Watch Negative on March 11, 2005.  These actions
reflected the increased levels of negative event risk at IPG,
concerns about the reliability of the company's financial
reporting, the ability of IPG's auditors to provide an
'unqualified' opinion about the company's financial reports.  In
addition, the rating actions reflected IPG's earnings and cash
flow outlook, given the company's weak organic growth trends, and
significant pressures on operating margins.


INTERPUBLIC GROUP: Moody's Cuts $2.3 Billion Debts' Ratings to Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded The Interpublic Group of
Companies, Inc.'s (IPG) senior unsecured debt ratings to Ba1 from
Baa3.  The rating action concludes the review for downgrade
initiated on March 16, 2005 and reflects IPG's weak operating
performance and credit metrics, caused by systemic deficiencies in
internal control and management information systems.  The outlook
is negative.

The ratings downgraded include:

   * $450 million revolving credit facility due 2007 to Ba1
     from Baa3;

   * $350 million notes due 2014 to Ba1 from Baa3;

   * $250 million notes due 2009 to Ba1 from Baa3;

   * $500 million notes due 2011 to Ba1 from Baa3;

   * $800 million convertible notes due 2023 to Ba1 from Baa3; and

   * Senior unsecured shelf to (P)Ba1 from (P)Baa3.

Moody's has assigned these ratings:

   * Ba1 Corporate Family Rating
   * SGL-2 Speculative Grade Liquidity rating

Moody's does not rate the $250 million three year floating rate
note issued in a private placement in July 2005.

The downgrade is driven by:

   * revenue growth significantly below the company's peers;

   * weak operating margins and negative cash flow, both
     indirectly and directly caused by historical extremely weak
     internal controls;

   * lack of management information systems;

   * past discipline; and

   * effective cost planning and monitoring.

Much of this is highlighted by the failure to integrate the
significant number of past acquisitions, and the extremely high
cost to complete the company's past and near-term financial
statement audits and internal control certifications as well as
the significant internal control and shared services remediation.

IPG benefits from reduced uncertainty as a result of filing its
past due financial statements, but will continue to incur
significant costs to implement a stronger control environment that
includes:

   * implementing a shared services platform and global management
     information system;

   * hiring and retaining additional financial personnel; and

   * ensuring sufficient external professional and audit staff
     necessary to assist in the upgrade and testing of the control
     environment as well as maintain timely filings.

Moody's notes that external auditors had to perform extensive
broad scope testing procedures to complete the audit for fiscal
year 2004 and will disclaim an opinion on internal controls for
that period.  Further, auditors are expected to provide an adverse
opinion on internal controls for the 2005 fiscal year.

As the filing and related potential bondholder put (for non-
filing) issue is behind the company, and Moody's expects the
company to keep its filings current going forward, remediation
costs, fundamental performance issues and credit metrics have
moved to the forefront.  Moody's expects that near-term
competitive revenue growth, consistent with IPG's peers, which is
presently at an organic rate in the mid-single digits, will come
at a cost.

However, the necessary upgrading of the company's media offering
as well as recruiting other high cost talent should improve the
company's top line over time.  In Moody's view, before the company
can realize the benefits, its difficulties and headline risk will
continue to impact the perception of the company by its clients.
Moody's believes that fixes for revenue growth, and remediation of
substandard internal controls will sustain pressure on weak
operating margins and cash flow for the next 24 months.

Until financial reporting and management information systems and
accounting policies are fully implemented and standardized,
management will be challenged by the lack of timely and accurate
financial information necessary to take corrective actions to
reduce its cost structure to levels more in line with multi-
national agency peers. Margins are also vulnerable to client
account losses that lead to costly staffing adjustments.  These
actions will extend IPG's ongoing operational turn around efforts
and sustain pressure on the company's credit metrics.

For the 12 months ended June 2005, leverage was 5.5x debt-to-
EBITDA (calculated in accordance with Moody's standard
adjustments), considerably higher than the 5.1x previously
reported for the LTM period ended September 2004.  As a result of
the restatement, retooling of talent, as well as other cost
associated with the audit and professional work (much of it one-
time), IPG will incur approximately $400 million of cash outlays
over the next 24 months for severance and to return vendor
discounts to customers and satisfy payroll taxes related to
certain personal service companies (consultants) that IPG
determined should have been classified as employees.

Moody's anticipates IPG will access capital markets
opportunistically to bolster liquidity and maintain, if not
strengthen, its balance sheet.  However, IPG will be limited in
its access to the public capital markets until it receives an
unqualified or adverse opinion on its internal controls (and an
unqualified financial statement audit opinion) which is expected
when the 2005 10-K is filed, and will thereafter be unable to use
"short form" registration for 12 months, unless the SEC states
otherwise.

In addition, IPG, not unlike its peers, retains a sizable current
asset to current liabilities deficit (accounts payable and accrued
liabilities in excess of receivables and expenditures billable to
clients) of approximately $1.7 billion at the end of June 2005.
Moody's estimates that about half of this figure represents timing
issues and deferred revenues that are not expected to be a call on
cash in the future.  Working capital sourcing of capital is common
for the industry and Moody's expects the large multi-national
agencies to continue to manage working capital as a low-cost
source of financing.  However, the expected cash portion of the
deficit is a potential draw on cash (if revenues decline) that
Moody's includes in debt if and when it exceeds cash balances when
calculating credit metrics.

The ratings more favorably reflect Moody's belief that IPG remains
a significant player in its industry as one of a handful of global
advertising agency holding companies able to service large
multinational advertisers.  IPG generates a significant portion of
its revenues from advertising and media, but has diversified
somewhat into marketing communications and services.  Along with
Omnicom and WPP Group, IPG is one of the three dominant
advertising agency holding companies.  Geographic, client, and
industry composition diversity and global reach diminish
vulnerability to regional and secular industry downturns.

In Moody's view, the industry, much like the financial services
industry, requires a strategically strong credit profile as
significant amounts of clients' money, multiples of an agency's
own revenues, passes through the agency.  The absence of a healthy
credit profile and ratings for a protracted period, will likely
cause additional client defections and strains on working capital,
and ultimately, thereafter standalone survival.

IPG's management is focused on strengthening the control
environment, improving its media buying service offerings and
completing the operational turnaround at Lowe, its media offering
and other under-performing agencies.  Notable recent client wins
demonstrate the ongoing competitiveness of IPG's creative
offerings and workforce in an industry characterized by frequent
client turnover.

IPG's SGL-2 rating reflects the company's "good" liquidity profile
as projected over the next four quarters through September 2006.
The rating considers IPG's ability to finance its negative cash
flow, including payments for severance and professional fees, with
existing cash balances ($1.6 billion at June 30, 2005) and assumes
that revenues will be stable and therefore IPG will be able to
maintain its sizable current asset to liabilities deficit.  The
SGL-2 rating is also supported by the availability under IPG's
amended bank credit facility and the company's limited near term
maturities.

As of June 30, 2005, IPG had no borrowings under its $450 million
credit facility, which is used primarily for letters of credit.
Letter of credit usage at June 30, 2005 was approximately $165
million, leaving $285 million of unused borrowing capacity.  The
facility will continue to have a MAC clause prior to each
borrowing, but the requirement for a minimum $225 million domestic
cash at each borrowing date adopted in the June 2005 amendment
will be eliminated and "uses of proceeds" has been expanded to
include all foreseeable cash requirements.

Covenant cushions are modest and will continue to include minimum
interest coverage, maximum debt-to-EBITDA, and minimum EBITDA
requirements as well as a limit on capital expenditures.  Further
supporting the SGL-2 rating are the limited near term debt
maturities, which only include approximately $75 million of
obligations under uncommitted facilities used to fund working
capital outside the US as well as current payments on capital
leases and mortgages of approximately $5.5 million.  IPG redeemed
the remaining $250 million notes due October 2005 at the end of
August and has no other significant debt maturities until 2008.
Contractual payments for acquisition earnouts will also drop
considerably over the next 12 months.

Moody's expects that IPG will continue to maintain a high level of
balance sheet cash supplemented as necessary by opportunistic
external financing.  Maintaining good liquidity provides IPG
management with flexibility to remedy the remaining internal
control issues while increasing its focus on improving revenue
growth and rationalizing the cost base at under-performing
agencies.  Free cash flow (before the working capital impact) is
expected to turn modestly positive by the end of 2006 as progress
in implementing improved financial controls allows IPG to reduce
its extraordinarily high cash outlays on professional fees.
Moody's also anticipates that IPG's service offerings will adapt
as changes in technology and consumer buying preferences alter
advertising and marketing distribution platforms.

The negative outlook reflects concern over execution of the
company's operating plans over the next 24 months, and that a
misstep or a more challenging economic climate would undermine or
protract management's plan plus best intentions and result in
further downward rating pressure.

The rating or outlook could be raised if IPG demonstrates
meaningful progress in upgrading internal controls within current
cost expectations and demonstrates improvements in operating
margins and cash flow that lift free cash flow to at least 15% of
total debt (including pensions, operating leases, basket-adjusted
hybrids and Moody's other standard adjustments).

The rating could be lowered if the company is unable to maintain
timely financial filings or if internal control remediation
efforts along with the implementation of a shared service center
is more costly or time consuming than expected or becomes a
significant management distraction.  Failure to improve cash flow
through a reduction in professional fees, rationalizing operating
costs or improving revenue growth toward industry means would also
negatively affect the ratings.

The Interpublic Group of Companies, Inc. with its headquarters in
New York, is one of the largest advertising, marketing and
corporate communications holding companies in the world.  Annual
revenues approximate $6.2 billion.


JADE CBO: Fitch Raises Rating on $21MM Sr. Notes from CCC to CC
---------------------------------------------------------------
Fitch Ratings upgrades one class of notes issued by Jade CBO,
Limited. This rating action is effective immediately:

    -- $21,382,327 second-priority senior notes upgraded to 'CCC'
       from 'CC'.

Jade is a collateralized debt obligation that closed Oct. 16, 1997
and is managed by Morgan Stanley Investment Management.  Jade is
composed primarily of emerging market corporate and sovereign
debt.  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.

Since the last rating action in January 2005, the senior notes
have been fully redeemed, and all available cash flows are being
directed to the second-priority senior notes, which are now
current on interest payments.  Approximately 96% of the original
second priority senior notes remain outstanding.  Given the
principal collection account balance of $7.9 million as of the
Sept. 20, 2005 trustee report, significant amortization of the
second priority senior notes is expected on the October 2005
payment date.

The deleveraging of the transaction has resulted in improved
coverage levels depicted by the increase in the second-priority
senior par value test to 104.1% from 96.9% as of the Jan. 20, 2005
report.  Subordinate notes will continue to be restricted from
residual cash flows until both second priority OC and interest
coverage tests are elevated to passing levels.

At the time of the last rating action, Bulgarian debt composed 29%
of the collateral.  These securities have been completely redeemed
at or slightly above par.  In addition, the principal
distributions scheduled after the legal final maturity of the
transaction, thus exposed to market value risk, have been reduced
to $2.6 million from $3.4 as of the previous review.

Finally, Jade is exposed to interest-rate risk as there is no
interest-rate hedge.  As of the most recent trustee report,
floating-rate assets compose approximately 30% of the portfolio
excluding cash.  The second-priority senior notes bear a fixed
coupon.  As a result, in model simulations, the second-priority
senior notes performed more favorably in rising interest rate
scenarios, assuming collateral is held to maturity.

The ratings of the second priority 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 web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


JP MORGAN: Fitch Puts Low-B Ratings on Two Class B Certificates
---------------------------------------------------------------
Fitch rates the J.P. Morgan Mortgage Trust $1.1 billion mortgage
pass-through certificates, series 2005-A7:

     -- Classes 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 2-A-1, 2-A-2,
        2-A-3, 2-A-4, 2-A-5, 2-A-6, 3-A-1, 3-A-2, 4-A-1 and A-R,
        senior classes, ($1,109,303,300) 'AAA';

     -- Class B-1 certificates ($16,093,700) 'AA'

     -- Class B-2 certificates ($9,771,000) 'A';

     -- Class B-3 certificates ($6,322,400) 'BBB';

     -- Non-offered class B-4 certificates ($2,229,000) 'BB';

     -- Non-offered class B-5 certificates ($1,724,300) 'B'.

The non-offered class B-6 certificates ($4,023,595) are not rated
by Fitch.

The 'AAA' rating on the senior classes reflects the 3.50%
subordination provided by the 1.40% class B-1, the 0.85% class B-
2, the 0.55% class B-3, the 0.20% non-offered class B-4, the 0.15%
non-offered class B-5, and the 0.35% non-offered class B-6
certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

Wachovia Bank, N.A. will serve as trustee. J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust that issued the certificates.  For federal income tax
purposes, the trustee will elect to treat all or portion of the
assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KAISER ALUMINUM: Insurers Ask for Exact Insurance Neutral Report
----------------------------------------------------------------
Certain insurers complain that Kaiser Aluminum Corporation and its
debtor-affiliates' Second Amended Plan of Reorganization is
unclear and contradictory concerning whether it is truly insurer
neutral on many issues.

The Insurers ask the U.S. Bankruptcy Court for the District of
Delaware for a more definite statement with respect to the Plan.

The Insurers include:

   (a) Allstate Insurance Company, solely as Successor-in-
       Interest to Northbrook Excess and Surplus Insurance
       Company, formerly known as Northbrook Insurance Company;

   (b) Hudson Insurance Company;

   (c) Federal Insurance Company;

   (d) Employers Mutual Casualty Company;

   (e) American Re-Insurance Company Executive Risk Indemnity
       Company, as successor-in-interest to American Excess
       Insurance Company;

   (f) Associated International Insurance Company and Evanston
       Insurance Company; and

   (g) Republic Indemnity Company and Transport Insurance
       Company, formerly known as Transport Indemnity Company.

R. Karl Hill, Esq., at Seitz, Van Ogtrop & Green, P.A., in
Wilmington, Delaware, asserts that while the Debtors maintain that
their Plan contains provisions that make it "insurance neutral",
thus allowing the Insurers to "retain all of the usual defenses to
coverage", they readily admit that there are some exceptions.

These exceptions include the fact that the insurer defenses which
may not be preserved by the Plan are: "any defense that the
drafting, proposing, confirmation or consummation of a plan of
reorganization (as opposed to the terms, operation, effect or
unreasonableness of any of the Plan or the Exhibits to the Plan)
[eliminates any obligations of the insurers under the] Included PI
Trust Insurance Policies".

Mr. Hill tells Judge Fitzgerald that the language seems to imply
that the Insurers have no defenses that result from or arise out
of the "confirmation or consummation of a plan."  But the
parenthetical phrase in the language seems to contradict that
concept and says that the Insurers do retain defenses concerning
the "terms, operation, [and] effect . . . of the Plan."

Without knowing what is the Debtors' true intent, the Insurers
cannot know what relief the Plan may seek against them, Mr. Hill
says.  The information is crucial for framing what discovery is
needed and what issues will be litigated at the confirmation
hearing.

Mr. Hill notes that the quoted phrase was taken from the Plan's
definition of "PI Insurer Coverage Defenses" which, in turn, was
no doubt copied right from the plan of reorganization proposed
last year in the Federal-Mogul bankruptcy case also pending in the
Delaware Bankruptcy Court -- because the definitions are
identical.  However, Mr. Hill points out that the Debtors' Plan
fails to include numerous other provisions from the Federal-Mogul
Plan, which explain and clarify the meaning of the phrase.

Without the missing provisions utilized in the Federal-Mogul
Plan, the Debtors' Plan is simply unclear and contradictory
concerning whether the Plan is truly insurer neutral on many
issues, Mr. Hill says.

With the upcoming confirmation hearing on the Debtors' Plan, Mr.
Hill asserts that the Insurers are entitled to know what relief,
if any, the Debtors seek to obtain under the Plan as against the
Insurers or their policies.

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)


KING PHARMACEUTICALS: S&P Affirms BB Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
King Pharmaceuticals Inc., including the 'BB' corporate credit
rating, and removed them from CreditWatch, where they were placed
with negative implications on February 28, 2005.  The CreditWatch
listing followed the cancellation of King Pharmaceuticals'
potential acquisition by Mylan Laboratories Inc.  The rating
outlook is negative.

Bristol, Tennessee-based specialty pharmaceutical company King
Pharmaceuticals has a long track record of successfully acquiring
and growing the sales of underpromoted drugs.  The company has
built a solid, diverse product portfolio, highlighted by the ACE
inhibitor, Altace.  Core products include:

   * muscle relaxant, Skelaxin;
   * thyroid hormone replacement therapy, Levoxyl;
   * sleep medication, Sonata; and
   * Thrombin JMI, used to stop bleeding during surgery.

Collectively, the five products account for more than 75% of total
revenues.

Past excess wholesaler inventory issues, which caused King's sales
of core products to fluctuate unpredictably, have largely been
resolved, and sales of key products, such as Altace, have resumed
their growth.  The company has entered into inventory management
agreements with the various major U.S. drug wholesalers that will
lessen the chances of the future overstocking of products.

King is currently discussing with the SEC the resolution of its
outstanding investigation.  In March 2003, the SEC initiated a
formal investigation into the company's calculations for Medicaid
rebate payments.  The company has since completed an internal
audit and estimates that it may owe Medicaid $65 million in
rebates for the period from 1998 to 2002, as well as minimal
amounts for earlier periods.  King recorded a charge for those
issues and an additional $65 million for potential interest,
fines, and penalties relating to the investigation.  Standard &
Poor's believes that the final settlement amount will not
significantly exceed the $130 million accrued by King.

"We believe that King's future sales growth will be increasingly
pressured over the intermediate term," said Standard & Poor's
credit analyst Arthur Wong.

Levoxyl has already lost patent protection and sales are gradually
declining.  Skelaxin may lose patent protection in 2006, and
Altace in 2008.  In addition, Sonata is seeing significantly
increased competition in the sleep medication category from
Sepracor Inc.'s recently launched Lunesta, and Pfizer Inc.'s
Indiplon is expected to soon enter the market.  Moreover, King's
near-term product pipeline does not appear to have any prospects
that hold significant sales potential.


KINGSLAND I: Moody's Rates $7MM Class D Floating Rate Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by Kingsland I, Ltd.:

   * Aaa to U.S. $100,000,000 Class A-1a Senior Secured Delayed
     Drawdown Notes due 2019;

   * Aaa to U.S. $190,000,000 Class A-1b Senior Secured Floating
     Rate Notes due 2019;

   * Aa2 to U.S. $10,000,000 Class A-2 Senior Secured Floating
     Rate Notes due 2019;

   * A2 to U.S. $17,000,000 Class B-1 Senior Secured Deferrable
     Floating Rate Notes due 2019;

   * A2 to U.S. $10,000,000 Class B-2 Senior Secured Deferrable
     Fixed Rate Notes due 2019;

   * Baa3 to U.S. $17,250,000 Class C-1 Senior Secured Deferrable
     Floating Rate Notes due 2019;

   * Baa3 to U.S. $8,750,000 Class C-2 Senior Secured Deferrable
     Fixed Rate Notes due 2019;

   * Ba2 to U.S. $7,000,000 Class D Secured Deferrable Floating
     Rate Notes due 2019;

   * Baa3 to U.S. $13,750,000 Type I Composite Notes;

   * A1 to U.S. $5,000,000 Type II Composite Notes; and

   * Baa2 to U.S. $10,000,000 Type III Composite Notes.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect:

   * the risks due to the diminishment of cash flows owing
     to defaults;

   * the transaction's legal structure; and

   * the characteristics of the underlying assets.


KMART CORP: Settles Refund Dispute with IRS for $1.6 Million
------------------------------------------------------------
After further negotiations, Kmart Corporation and the Internal
Revenue Service executed a new IRS Form 870, reflecting that
Kmart is owed $5,381,391 on account of credit and refund for tax
plus applicable interest for fiscal years ending January 1989
through January 2002.  The parties also executed IRS Form 2285,
which is used to calculate restricted interest.

Kmart agrees to allow the IRS to set off and net the overpayment
against:

   (1) the floor stocks taxes assessed against it by the Alcohol
       Tobacco Tax & Trade Bureau; and

   (2) the $1,646,901 of erroneously paid statutory interest.

Kmart reserves its right to claim a refund for the $1,646,901
netted amount, except that it agrees to waive the right to raise
any contention that the netting of the amount was barred by any
Court order or by the settlement agreement reached by the parties
on November 19, 2002.

Kmart agrees to withdraw its February 4, 2005, Motion asking the
IRS to comply with its settlement obligations.

The IRS will release the freeze code on Kmart's account and
process the tax credits and refunds owed to Kmart.  IRS' Claim
No. 47615 for $15,237,372 will be deemed withdrawn and satisfied.

Kmart's objection to the IRS' Claim will be deemed dismissed as
moot.

Accordingly, Judge Sonderby approves the parties' agreement.

As reported in the Troubled Company Reporter on April 4, 2005, the
IRS started a new and separate examination of Kmart's consolidated
corporate income tax returns for the fiscal years ending January
2000 through 2002.  As a result of the IRS's examination of
certain net operating loss and credit carrybacks from fiscal years
ending January 2000 through 2002, the IRS was required to make
adjustments to its tax calculations for Kmart for fiscal years
ending January 1989, 1992, 1993, 1995, and 1997.  This examination
resulted in the IRS concluding that it owed Kmart an additional
$6,136,910.

On November 19, 2004, Kmart signed IRS Form 870, pursuant to which
it agreed with the IRS's calculation of the refund.  On
January 20, 2005, the Congressional Joint Committee on Taxation
approved the IRS examination report detailing the updated tax
analysis.  As of February 4, 2005, the IRS has not paid the refund
to Kmart because it is calculating the applicable interest to be
paid with the refund.

As part of an IRS post-audit review of the interest calculations
done for previous examination cycles, Mr. Mr. Barrett says the
IRS belatedly asserted that it incorrectly overpaid Kmart an
interest of $1,646,901 as part of a refund for fiscal year
January 1993 that occurred as a result of the January 1993 through
January 1995 audit cycle.  The IRS seeks to rectify the mistake --
though the Compromise Order expressly precludes it from doing so -
- by netting the amounts it claims were mistakenly paid, against
the interest to be paid to Kmart as part of the refund.

Kmart and the IRS have since engaged in a series of
teleconferences, wherein Kmart explained to the IRS why its
collection efforts were barred for periods covered by the release
language of the Compromise Order.  Mr. Barrett informs the U.S.
Bankruptcy Court for the Northern District of Illinois that the
IRS has been so far unwilling to withdraw from its position, and
continues to state that it will recoup the alleged interest
overpayment from the amounts owed to Kmart in the refund, in
derogation of the IRS's court-ordered obligations under the
Compromise Order.

By this motion, Kmart asked the Court to:

   (a) require the IRS to comply with the Compromise Order by
       paying the refund in full; and

   (b) find the IRS in contempt as sanction for the willful
       and continuous failure to adhere to the express terms of
       the Compromise Order.

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)


LIBERTY FIBERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Liberty Fibers Corporation
        fka Silva Acquisition Corporation
        P.O. Box 2000, Highway 160
        Lowland, Tennessee 37778

Bankruptcy Case No.: 05-53874

Type of Business: The Debtor is a manufacturer of rayon staple
                  fibers.  Products include medical disposable,
                  personal care, and feminine hygiene items, baby
                  wipes, industrial and home furnishings, and
                  apparel.

Chapter 11 Petition Date: September 29, 2005

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Robert M. Bailey, Esq.
                  Bailey, Roberts & Bailey, PLLC
                  708 South Gay Street, Suite 200
                  P.O. Box 2189
                  Knoxville, Tennessee 37901-2189
                  Tel: (865) 546-3533

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


MARY JO SIBBITT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mary Jo Sibbitt
        aka Mary Jo Dawe
        21 West 611 Glen Park Road
        Clen Ellyn, Illinois 60137

Bankruptcy Case No.: 05-43021

Chapter 11 Petition Date: October 3, 2005

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Richard L. Hirsh, Esq.
                  Richard L. Hirsh & Associates PC
                  15 Spinning Wheel Road #128
                  Hinsdale, Illinois 60521
                  Tel: (630) 655-2600
                  Fax: (630) 655-2636

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Thomas Fawell                    21 West 611 GLEN       $978,000
c/o Keating & Shure              Park Road, Glen
150 North Wacker Drive #1550     Ellyn, Illinois
Chicago, IL 60606                Owned By Mary Jo Sibbit
                                 Revocable Trust
                                 dated 5/12/2002
                                 debtor is
                                 beneficiary
                                 Value of Senior Lien:
                                 $420,000

Wendy Yeh                                               $500,000
OakBrook Terrace, IL 60523

Adrianne Woo                                            $300,000
38 Devonshire
Oakbrook Terrace, IL

Rhonda Newman                                           $250,000
c/o Abram Edwards & York
4001 Office Court Drive, #406
Santa Fe, NM 87507

Jennifer Woo                                            $200,000
38 Devonshire
Oakbrook Terrace, IL

Joel Anderson                    21 West 611 Glen       $172,394
21 West 544 Monticello Road      Park Road, Glen
Glen Ellyn, IL 60137             Ellyn, Illinois
                                 Owned By Mary Jo Sibbit
                                 Revocable Trust
                                 dated 5/12/2002,
                                 debtor is
                                 beneficiary
                                 Value of Senior Lien:
                                 $1,398,000

Jane Neelei Fang                                        $100,000
1725 Midwest Club Parkway
Oak Brook, IL 60523

James C. Chow                                            $75,000
3207 Monticello Road
Bloomington, IL 61704

Lisa Holmes                                              $50,000
911 North Elm Street #123
Hinsdale, IL 60521

Maria Seiacgua                                           $50,000
94 Warrington Drive
Lake Bluff, IL 60044

Sue Lesus                                                $50,000
511 West Wesley
Wheaton, IL 60187

Joanna Ellis                     Judgment                $45,000
c/o Kevin M. Kelly
10 East 22nd Street #216
Lombard, IL 60148

Ann Williamson                                           $35,000
2061 Laurel Avenue
Hanover Park, IL 60133

Jim Bonham                                               $35,000
c/o Community National Bank
305 Maoin Street
Seneca, KS 66538

Martina Wage                                             $35,000
c/o Community National Bank
305 Main Street
Seneca, KS 66538

Robert Tercell                                           $35,000
c/o David Laz
810 Arlingtonhts Road #1
Itasca, IL 60143

Robert Williamson                                        $35,000
2061 Laurel Avenue
Hanover Park, IL 60133

Sharon Pope                                              $35,000
515 North Walnut
Itasca, IL 60143

Susan Boyd                                               $30,000
94 Warrington Drive
Lake Bluff, IL 60044

Com Ed - Exelon Corporation                                 $500
10 South Dearborn -
Attn Legal Department
P.O. Box 805398
Chicago, IL 60680-5398


MARZEEPLEX ASSOCIATES: Case Summary & 9 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Marzeeplex Associates, LLC
        523 Route 303
        Orangeburg, New York 10962

Bankruptcy Case No.: 05-24401

Type of Business: The Debtor owns and manages real estate
                  located in Orangeburg, New York.

Chapter 11 Petition Date: October 3, 2005

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Joseph Corneau, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets: $1,031,745

Total Debts:    $708,687

Debtor's 9 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Wachovia Mortgage                          $706,819
   P.O. Box 74052
   Atlanta, GA 30374-0502

   Robert R. Simon                             $26,763
   Receiver of Taxes
   26 Orangeburg Road
   Orangeburg, NY 10962

   Condon Resnick, LLP                          $8,855
   19 Squadron Boulevard
   New City, NY 10956

   Peter Morales, CPA                           $5,280
   P.O. Box 11003
   Hauppauge, NY 11788

   Angel Landscaping                              $450

   Robert Heip                                    $384

   Orange & Rockland Utilities                    $283

   United Water                                   $151

   Verizon                                         $69


MCLEODUSA INC: Forbearance Pact Extended Until Oct. 31
------------------------------------------------------
McLeodUSA Incorporated and its lenders have agreed to a further
extension through Oct. 31, 2005, of the forbearance agreement
initially entered into on March 16, 2005, and subsequently
extended to Sept. 30, 2005.

As previously disclosed, the Company has been negotiating the
terms of a capital restructuring with its lenders.  The parties
agreed to this continued extension of the forbearance agreement in
order to permit completion of these negotiations.  Under the terms
of the forbearance agreement, the lenders continue to agree not to
take any action as a result of non-payment by the Company of
certain principal and interest payments and any related events of
default through Oct. 31, 2005.

While the Company continues to make significant progress in
completing these negotiations, there can be no assurances that the
Company will be able to reach an agreement with its lenders
regarding a capital restructuring on terms and conditions
acceptable to the Company prior to the end of the forbearance
period.

                  No Shareholder Recovery

Also as previously reported, the capital restructuring
alternatives being negotiated with the Company's lenders do not
involve any recovery for the Company's current preferred or common
stockholders.  Accordingly, the Company does not expect its
preferred or common stockholders to receive any recovery in a
capital restructuring.

The Company believes that by not making principal and interest
payment on the credit facilities, cash on hand together with cash
flows from operations are sufficient to maintain operations in the
ordinary course without disruption of services or negatively
impacting its customers or vendors.  The Company remains committed
to continuing to provide the highest level of service to its
customers and to maintaining its strong supplier relationships.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services, in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Company filed for
chapter 11 protection on Jan. 30,2002 (Bankr. D. Del. Case No. 02-
10288).  Eric M. Davis, Esq., and Matthew P. Ward, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtor.
When the Debtor filed for chapter 11 protection, it listed total
assets of $4,792,600,000 and total debts of $4,566,200,000.  The
Court confirmed the Debtor's chapter 11 plan on April 5, 2003, and
the Plan took effect on April 16, 2002.  The Court formally closed
the case on May 20, 2005.

At June 31, 2005, McLeodUSA Inc.'s balance sheet showed an
$84,715,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


MIRANT CORP: Newco 2005 Corporation's Chapter 11 Database
---------------------------------------------------------
Debtor:   Newco 2005 Corporation
          1155 Perimeter Center West
          Atlanta, Georgia 30338

Bankruptcy Case No.: 05-90365

Type of Business: The Debtor is a newly incorporated affiliate of
                  Mirant Corporation.  The Debtor was formed in
                  conjunction with Second Amended Plan of
                  Reorganization of Mirant and its affiliates.

Chapter 11 Petition Date: September 26, 2005

Court:    U.S. Bankruptcy Court for the Northern District of
          Texas (Forth Worth)

Debtor's Counsel:  Ian T. Peck, Esq.
                   Haynes & Boone
                   201 Main Street, Suite 2200
                   Ft. Worth, TX 76102
                   Tel.: (817)347-6613
                   Fax : (817)348-2350

                        - and -

                   Robin E. Phelan, Esq.
                   Haynes & Boone
                   901 Main St., Suite 3100
                   Dallas, TX 75202-3789
                   Tel.: (214)651-5612
                   Fax : (214)200-0649

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: Newco Wants to Join Company's Second Amended Plan
--------------------------------------------------------------
Newco 2005 Corporation is a newly incorporated affiliate of
Mirant Corporation formed in conjunction with the Debtors' Second
Amended Plan of Reorganization, Ian T. Peck, Esq., at Haynes and
Boone, LP, in Dallas, Texas, informs the Court.

Newco 2005 Corporation was organized, incorporated and registered
in Delaware.  Newco 2005 will be a holding company for Mirant's
worldwide operating subsidiaries, including the Mirant Debtors,
that are principally involved in the business of power generation
and distribution.

Upon implementation of the Second Amended Plan, certain of
Mirant's assets will be transferred to Newco 2005.  As provided
by the Plan, Newco 2005 will incur certain obligations.

The Plan provides that holders of unsecured claims against the
Consolidated Mirant Debtors will receive a pro rata share of 100%
of the shares of the common stock of Newco 2005.

Newco 2005 has no creditors, no debt and is not a party to any
contracts.  Nevertheless, the utilization of Newco 2005 is an
integral part of the Mirant Debtors' Second Amended Plan, Mr.
Peck asserts.

Thus, to allow for the orderly administration of the Plan, Newco
2005 filed a voluntary Chapter 11 petition on September 26, 2005,
in the United States Bankruptcy Court for the Northern District
of Texas.

Newco 2005, the New Debtor, continues to manage and operate its
business as a debtor-in-possession pursuant to Sections 1107 and
1108 of the Bankruptcy Code.  As a direct subsidiary of Mirant
Corporation, Newco will be a member of the Mirant Debtors' Group
pursuant to the Plan.

Accordingly, Newco seeks the Court's authority to join the
Debtors' Plan and assist the Mirant Debtors in obtaining
confirmation of the Plan.

Judge Lynn authorizes Newco to join the Debtors' Second Amended
Plan of Reorganization dated September 22, 2005.  Any order
entered into with respect to the Plan will be applicable to the
Mirant Debtors' and Newco's Chapter 11 cases.

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: Asks Court to Waive Newco's Section 341(a) Meeting
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates and Newco 2005
Corporation ask the U.S. Bankruptcy Court for the Northern
District of Texas to waive the meeting of creditors set forth in
Section 341(a) of the Bankruptcy Code.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
contends that Newco has no creditors or debt, and that any
hypothetical creditor would be adequately represented by the
Official Committee of Unsecured Creditors of Mirant Corporation.

In the event Judge Lynn doesn't waive the statutory requirement
for the 341 Meeting, the U.S. Trustee for Region 6 will convene
the meeting of Newco 2005 Corporation's creditors and equity
security holders at 10:00 a.m., on October 20, 2005, at the
Office of the United States Trustee, 1100 Commerce Street, Room
976 in Dallas, Texas.

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)


MOLECULAR DIAGNOSTICS: Appoints Robert McCullough, Jr., as CFO
--------------------------------------------------------------
Molecular Diagnostics, Inc.'s Board of Directors appointed Robert
McCullough, Jr., as Chief Financial Officer of the Company,
effective September 26, 2005.

Mr. McCullough has an MBA in finance and is a Certified Public
Accountant.  He was an executive at Ernst & Young (formerly Ernst
& Whinney), and served as CFO at two privately owned health care
companies.  From April 1999 to July 2003, Mr. McCullough served as
a Portfolio Manager at Presidio Management.  From October 2003 to
the present, Mr. McCullough has been serving as President and as a
Portfolio Manager of Summitcrest Capital, Inc. Mr. McCullough has
been an investor in the Company since 2001.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
David Weissberg, M.D., Molecular Diagnostics' Chief Executive
Officer, informed the Securities and Exchange Commission in an 8-K
filing that Dennis L. Bergquist resigned as Chief Financial
Officer of the Company on Sept. 20, 2005.

Molecular Diagnostics, Inc. -- http://www.molecular-dx.com/--  
formerly Ampersand Medical Corporation, is a biomolecular
diagnostics company focused on the design, development and
commercialization of cost-effective screening systems to assist in
the early detection of cancer.  MDI has currently curtailed its
operations focused on the design, development and marketing of its
InPath(TM) System and related image analysis systems, and expects
to resume such operations only when additional capital has been
obtained by the Company.  The InPath System and related products
are intended to detect cancer and cancer-related diseases, and may
be used in a laboratory, clinic or doctor's office.

As of June 30, 2005, Molecular Diagnostics' balance sheet showed a
$12,998,000 equity deficit, compared to a $12,123,000 deficit at
Dec. 31, 2004.


MORGAN STANLEY: Fitch Holds Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Morgan Stanley Dean Witter Capital I Inc., commercial mortgage
pass-through certificates, series 2000-LIFE1, are affirmed by
Fitch Ratings:

     -- $33.1 million class A-1 at 'AAA';
     -- $439.0 million class A-2 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $22.4 million class B at 'AA';
     -- $25.9 million class C at 'A';
     -- $8.6 million class D at 'A-';
     -- $17.2 million class E at 'BBB';
     -- $6.9 million class F at 'BBB-';
     -- $13.8 million class H at 'BB+';
     -- $6.9 million class J at 'BB';
     -- $5.2 million class K at 'BB-';
     -- $13.8 million class L at 'B'.

The $1.7 million class G and the $5.4 million class M are not
rated by Fitch.

The rating affirmations reflect the increased credit enhancement
and defeasance offsetting the loans of concern in the pool.  As of
the September 2005 distribution date, the pool's collateral
balance has decreased 13% to $599.8 million from $689.0 million at
issuance.  Eight loans (7.3%) have been defeased.  The deal has
suffered realized losses in the amount of $8.5 million.  In
addition, 10% of the pool is considered Fitch loans of concern.

Three loans (2.2%) are currently in special servicing.  The loans
are all current, and no losses are expected at this time.  The
largest specially serviced loan (1.6%) is secured by an office
property located in Raleigh, NC.  The loan transferred to due to
the largest tenant at the property vacating their space in March
2005.  The borrower is currently in negotiations with a
prospective tenant for the vacant space.

The second largest specially serviced loan (0.3%) is secured by an
industrial/warehouse property located in San Jose, CA.  The
property transferred to the special servicer due to low occupancy
and potential imminent default.  The borrower has requested a
payoff statement as of Jan. 13, 2006.

In addition, the ninth largest loan (1.9%) is a retail center
located in New Orleans, LA.  The servicer has attempted to contact
the borrower, but no information is known at this time whether or
not the property was affected by hurricanes Katrina and/or Rita.
Fitch will continue to be in contact with the master servicer and
will monitor any updates in information.


NIGHTINGALE INFORMATIX: Reports FY 2006 First Quarter Results
-------------------------------------------------------------
Nightingale Informatix Corporation (TSX VENTURE:NGH) reported its
financial results for the first quarter of fiscal 2006, ended June
30, 2005.  Nightingale became a public company on September 1,
2005, via the amalgamation with Venquest Capital Ltd., a Capital
Pool Corporation on the TSX Venture Exchange.

Nightingale continued to demonstrate strong organic growth in
revenue fuelled by a significant increase in the sale of new
licenses of its proprietary flagship product "myNightingale".  In
addition, Nightingale continued to build a healthy backlog of
support and maintenance revenue under long term customer
agreements, which is a foundation of the Company's recurring
revenue stream, an important part of the Company's long term
financial strategy.

                           Highlights

Highlights of the business for the first quarter of fiscal 2006,
ended June 30, 2005, were:

   -- Revenue grew to over $1 million for the quarter compared to
      revenue of $1.9 million for the entire previous fiscal 2005
      year (no quarterly comparatives are available);

   -- The path to profitability continued unfolding according to
      plan.  Expenses as a percentage of revenue dropped from 140%
      in fiscal 2005 to 102% in the first quarter of 2006;

   -- Nightingale sold a total of 171 new Electronic Medical
      Record (EMR) licenses to various small and large clients
      under long term agreements, compared to 16 EMR licenses
      during the same period last year;

   -- Nightingale began executing on three major software
      contracts in Canada, each estimated to contribute materially
      to the financial performance of Nightingale over the next
      few years:

      a. Department of Health, Government of Nova Scotia: with a
         minimum value of $940,000 in the first year, and an
         additional recurring revenue stream from each subscriber;

      b. Alberta Orthopaedic Society: a 10 year contract worth
         over $4,600 per physician, with a minimum of 75
         physicians annually;

      c. Mt. Sinai ARMS project: with a minimum value of $650,000
         the first year and additional amounts for licenses and
         support over the life of the contract;

   -- The company continued building strong brand equity and
      positioning as the Canadian market leader; and

   -- Key management personnel were added in the sales & marketing
      area.

                  Summary of Financial Results

Revenue for the first quarter of fiscal 2006, ended June 30, 2005,
was $1,011,290 while gross profit (i.e., revenue net of direct
sales costs) was $867,756 representing a gross profit margin of
86%.  This compared to revenue of $1,884,286 for the entire fiscal
2005 year ended March 31, 2005 with gross profit of $1,500,247
representing a gross profit margin of 80%.

Expenses for the period totalled $1,021,783, or 102% of revenue
for the period, compared to total expenses of $2,630,747, or 140%
of revenue, for all of fiscal 2005.  Expenses were reduced as a
percentage of revenue as the Company better leveraged its existing
resources across a larger customer base.  Nightingale, however,
continued to increase total expenses across all areas as it
rounded out its capabilities in selling and delivering services to
new and existing customers.  Net loss for the period was $154,027,
or 15% of revenue.  This compares to net loss of $1,130,500, or -
60% of revenue, for the entire period of fiscal 2005.

Nightingale expanded its sales force and continued to focus on
enterprise clients.  During the quarter, the Company also built
marketing capabilities targeted at generating leads across both
its market segments.  In Client Services, Nightingale completed
establishment of a countrywide implementation and training team,
thereby reducing travel costs by having a local presence in each
market.  In Research and Development, Nightingale added new
resources to continue enhancing its existing solutions and
complete development of several new and innovative features.

                             Outlook

The healthcare IT market in Canada and the United States continues
to demonstrate strong signals of a major positive shift. Policy
makers, both federally and locally on both sides on the border
continue to provide a positive environment for Electronic Medical
Record adoption.  The drivers behind this new momentum in the
market are:

   -- legislation governing patient privacy and data security are
      major drivers behind healthcare providers' automation;

   -- financial incentives offered by various levels of
      governments to subsidize the cost of software as well as
      associated hardware and implementation; and

   -- the benefits demonstrated by IT adoption in healthcare are
      seen in the improved quality of patient care as well as in
      the enhanced efficiency of running healthcare organizations.

Nightingale has a clear and focused strategy for gaining market
leadership and growing its market share and the Company will
continue to execute on its strategy in a focused and diligent
manner.  Nightingale's strategy, listed below, sets Nightingale's
immediate priorities, and are in various phases of execution:

   -- continue to develop best of breed, technologically advanced
      tools and services to create a clear differentiator in the
      market place;

   -- deliver its products and services in a scalable, repeatable
      form with clear profitability targets;

   -- continue to adhere to an "operational excellence" approach
      to instil its position as the true "premiere" healthcare IT
      company in its markets;

   -- continue its quest for capturing market share through
      aggressive organic growth;

   -- execute its acquisition strategy, both in the US and Canada,
      of companies that provide complimentary services to the
      healthcare industry, where Nightingale's technology can be
      utilized, in order to accelerate its market penetration;

Nightingale is pleased with its progress and its results to date
and continues to explore innovative ways to accelerate the
execution of its business plan and strategy to gain undisputed
market leadership.

Nightingale Informatix Corporation -- http://www.nightingale.md/
-- is Canada's largest healthcare application service provider
(ASP) for Electronic Medical Records and Practice management.
Customers include Mt. Sinai Hospital, the Government of Nova
Scotia Department of Health, and the Alberta Orthopedics Society.

As of June 30, 2005, the Company has assets amounting to
C$2,270,572, debts totaling C$2,929,367, and a C$658,795 equity
deficit


NORTEL NETWORKS: Hon. Robert Sweet Named Mediator in Class Suits
----------------------------------------------------------------
The Honorable Robert W. Sweet was appointed as a mediator to
oversee settlement negotiations between Nortel Networks
Corporation (NYSE:NT) (TSX:NT) and the lead plaintiffs in two
pending class action lawsuits against Nortel in the U.S.
Bankruptcy Court for the Southern District of New York.  District
Judges Richard M. Berman and Loretta A. Preska, made the
appointment of Judge Sweet.

The appointment was pursuant to a request by Nortel and the lead
plaintiffs for the Courts' assistance to facilitate the
possibility of achieving a global settlement encompassing these
two actions.  The settlement discussions before the mediator will
be confidential and non-binding on the parties and without
prejudice to their respective positions in the litigation.  In the
event the parties reach agreement, any such proposed resolution
would be subject to the Courts' approval.  There can be no
assurance that the parties will agree upon a proposed resolution
and, in the event they do not, the actions would continue to
proceed.

The two class actions relate to alleged violations of United
States federal securities laws and encompass two alleged class
periods, between October 24, 2000, and February 15, 2001, in one
action, and between April 24, 2003 and April 27, 2004 in the other
action.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation was based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.


NORTEL NETWORKS: Realigns Business to Include Two Product Groups
----------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) discloses a new organization
that evolves the Company's product, technology, services,
operations and sales structure to better meet the needs of global
enterprise and carrier customers in the converged marketplace.

"Convergence is here and now, and our enterprise and carrier
customers are demanding partners who can deliver enterprise
innovation on carrier-grade platforms.  With our carrier and
enterprise capabilities, Nortel is uniquely positioned to deliver
on this," said Bill Owens, vice chairman and chief executive
officer, Nortel.  "We're playing to win, and that means having the
determination and flexibility to transform our teams, simplify our
portfolio, and focus our resources close to our customers, as well
as harness both the power and opportunities of network
convergence."

The new alignment includes two product groups each led by its own
president -- Enterprise Solutions and Packet Networks led by Steve
Slattery, and Mobility and Converged Core Networks led by Richard
Lowe.  By creating two product groups, Nortel greatly simplifies
its business model and creates new cost-efficiencies by leveraging
common hardware and software platforms.

In order to better serve global enterprise customers, who are
leading the market in demanding carrier-grade technologies and
services that run on enterprise platforms, the Company is
combining core assets such as Ethernet and enterprise telephony,
optical, and wireline data into a unified product group to better
leverage core technology and hardware platforms for enterprises
while fulfilling the requirements of carrier customers.  With the
Mobility and Converged Core Networks organization, the Company is
consolidating its mobile businesses and combining them with
critical core network technologies, reinforcing the wireless
market as a vital element of current and future revenue growth.

To heighten Nortel's responsiveness to customers and increase
rapid deployment of industry-leading products and technologies,
the Company is forming four region-based teams to address the most
promising business opportunities, as well as to create market
solutions and business arrangements tailored to individual
customer requirements. These teams will be led by:

         * Steve Pusey
           Executive Vice President, Nortel
           President, Eurasia

         * Dion Joannou
           President, North America

         * Robert Mao
           President and Chief Executive Officer, Greater China

         * Martha Bejar
           President
           Caribbean and
           Latin America and Emerging Markets Strategy.

To meet global customer demand for managed services, Sue Spradley,
president, Global Services and Operations, will continue to
provide single point of contact solutions to enterprise and
carrier customers worldwide.  Spradley's team delivers a
comprehensive services and solutions portfolio that gives
customers the ability to simplify their operations, optimize their
networks and better manage costs.

The Company also reported that Malcolm Collins, president,
enterprise networks, would be leaving the Company.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation was based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.


NORTHWEST AIRLINES: Employs BSI as Claims and Noticing Agent
------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates have in
excess of 65,000 potential creditors.  The Debtors tell Judge
Gropper that the most effective and efficient manner of noticing
the creditors and parties-in-interest of the filing of the Chapter
11 Cases, and to transmit, receive, docket, maintain, photocopy,
and scan claims, is for the Debtors to engage an independent third
party to act as the Debtors' notice and claims agent.  The Debtors
may also require the services of an agent to administer votes
pursuant to a plan of reorganization.

Thus, the Debtors propose to employ Bankruptcy Services LLC as
notice, claims, and balloting agent.

Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, says that BSI is well qualified
to serve as the Debtors' claims agent based on both its
experience and the competitiveness of its fees.  BSI specializes
in noticing, claims processing, balloting, and other
administrative tasks in chapter 11 cases.

Pursuant to a retention agreement between the Debtors and BSI,
the Firm agrees to:

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

       * a notice of the Petition Date and the initial meeting of
         creditors under Section 341(a) of the Bankruptcy Code;

       * a notice of the claims bar date;

       * notices of objections to claims;

       * notices of any hearings on a disclosure statement and
         confirmation of a plan or plans of reorganization; and

       * other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for an orderly
         administration of the Debtors' Chapter 11 Cases;

   (b) within three business days after the service of a
       particular notice, prepare for filing a certificate or
       affidavit of service that includes:

       * an alphabetical list of persons on whom the notice was
         served, along with their addresses; and

       * the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 Cases;

   (d) maintain official claims registers in the Debtors' cases
       by docketing all proofs of claim and proofs of interest in
       a claims database that includes these information for each
       claim or interest asserted:

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

       * the date the proof of claim or proof of interest was
         received by BSI and the Court;

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

       * the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers.

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless requested more or less
       frequently by the Clerk's Office;

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

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

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

   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders,
       and other requirements;

   (k) provide temporary employees to process claims as
       necessary;

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

   (m) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtors; and

   (n) act as balloting agent, which may include some or all of
       these services:

       * printing of ballots including the printing of creditor
         and shareholder specific ballots;

       * preparing voting reports by plan class, creditor, or
         shareholder and amount for review and approval by the
         client and its counsel;

       * coordinating the mailing of ballots, disclosure
         statement and plan of reorganization to all voting and
         non-voting parties and provide affidavit of service;

       * establishing a toll-free "800" number to receive
         questions regarding voting on the plan; and

       * receiving ballots at a post office box, inspecting
         ballots for conformity to voting procedures, date
         stamping and numbering ballots consecutively, and
         tabulating and certifying the results.

BSI will also assist the Debtors with, among other things:

   (a) preparing and mailing customized Proofs of Claim to the
       creditors listed on the Debtors' Schedules of Liabilities;

   (b) preparing, mailing, and tabulating ballots of certain
       creditors for the purpose of voting to accept or reject
       the plan or plans of reorganization; and

   (c) any other additional services requested by the Debtors.

The Debtors also ask the Court to release all filed claims
directly to BSI.  BSI will provide the Court with the necessary
labels and boxes for shipping the claims to BSI.

Ron Jacobs, President of BSI, assures the Court that the Firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

The Debtors propose to compensate BSI in accordance with a Fee
Schedule.  A free copy of that Fee Schedule is available at
http://bankrupt.com/misc/BSIfeeschedule.pdf

Prior to the Petition Date, BSI performed certain professional
services for the Debtors.  However, the Debtors do not owe BSI
any amount for incurred expenses of those services.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Hires Paul Hastings as Labor Counsel
--------------------------------------------------------
Northwest Airlines Corp. is one of the most heavily unionized of
the major U. S. air carriers.  Northwest has 10 collective
bargaining agreements with seven unions, representing
approximately 38,000 Northwest employees.

The Debtor and its affiliates want to employ Paul, Hastings,
Janofsky & Walker LLP as special counsel to advise them on:

   (a) all issues arising under the Railway Labor Act, including
       but not limited to the negotiation, interpretation, and
       enforcement of collective bargaining agreements;

   (b) any other issues that may arise relating to the Debtors'
       relationship with unions, collective bargaining, or
       collective bargaining agreements;

   (c) any issues related to Sections 1113 and 1114 of the
       Bankruptcy Code; and

   (d) other labor or employment law issues as the Debtors
       determine to warrant the attention of special labor
       counsel.

The Debtors also need Paul Hasting to represent them in any
litigation related to labor and employment issues.

Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, informs the Court that Northwest
has utilized Paul Hastings for at least 14 years to handle labor
and employment law matters, particularly matters concerning
collective bargaining obligations arising under the RLA.

Paul Hastings has one of the largest and most sophisticated labor
and employment law practices in the nation.  Mr. Simon explains
that the Debtors have selected Paul Hastings because of its
extensive experience in airline labor law, collective bargaining,
arbitration, airline bankruptcy proceedings, and the interplay
between labor law and the Bankruptcy Code.  The Firm also has
become familiar with the Debtors' business and affairs and is
aware of any potential labor or employment law issues that may
arise in their cases.

Mr. Simon asserts that if the Debtors are required to retain
another labor counsel, the Debtors, their estates, and all
parties-in-interest would be unduly prejudiced by the time and
expense necessary to replicate Paul Hastings' ready familiarity
with the Debtors' businesses, operations, labor relations, the
intricacies of airline labor law, and the preparation for
proceedings under Sections 1113 and 1114.

Accordingly, the Debtors ask the Court to approve Paul Hasting's
employment, pursuant to Section 327(e) of the Bankruptcy Code.

John J. Gallagher, a partner at Paul Hastings, assures the Court
that the Firm does not:

   (a) represent or hold any interest adverse to the Debtors or
       their estates with respect to the matters on which Paul
       Hastings seeks to be employed; or

   (b) have any connection with the Debtors, any creditors or
       other parties-in-interest, their respective attorneys and
       accountants, or the United States Trustee or any of its
       employees.

Paul Hastings is a "disinterested person" within the meaning of
Bankruptcy Code Section 101(14), as modified by Section 1107(b).

The Debtors propose to compensate Paul Hastings for its services
in accordance with the Firm's customary hourly rates.  Paul
Hastings' current hourly rates are:

                Professional              Rate
                ------------              ----
                Partners              $425 to $740
                Counsel               $395 to $725
                Associates            $210 to $525
                Paraprofessionals     $105 to $305

The Firm attorneys expected to be most active in the Debtors'
cases and their current standard hourly rates -- effective to
December 31, 2005 -- include:

                Counsel                   Rate
                -------                   ----
                John J. Gallagher         $615
                Robert S. Span            $595
                Jon A. Geier              $565
                Kenneth M. Willner        $535
                Neal D. Mollen            $530
                Behnam Dayanim            $520
                Margaret H. Spurlin       $490
                Eric R. Keller            $465
                Katherine A. Traxler      $550
                Intra L. Germanis         $390
                Jennifer L. Rappaport     $385
                Brendan M. Branon         $295
                Lynda M. Noggle           $295

The Debtors also intend to reimburse the Firm for necessary
expenses incurred.

Mr. Gallagher discloses that the Firm received $400,000 in
July 2005 as retainer from the Debtors.  The retainer is held
in an interest bearing Trust Account on the Debtors' behalf.
The Firm's periodic fee statements to the Debtors for legal
services on labor and employment issues are paid directly from
the Trust Account, pursuant to the parties' engagement letter
dated July 11, 2005.

To the extent that the fees for services and expenses allowed
pursuant to Court orders do not exceed the amount of the
Retainer, Paul Hastings has agreed to return the difference to
the Debtors' estates.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Arnold & Porter Hired as Special Labor Counsel
------------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates seek the
Court's authority to employ Arnold & Porter LLP as special
bankruptcy labor counsel, pursuant to Section 327(e) of the
Bankruptcy Code.

Arnold & Porter will:

   (a) advise and counsel them on any issues related to Sections
       1113 and 1114 of the Bankruptcy Code;

   (b) advise and counsel them on other labor or employment law
       issues as they determine, to warrant the attention of
       special bankruptcy labor counsel;

   (c) advise and counsel them on other discrete matters as may
       be requested from time to time, involving matters within
       Arnold & Porter's particular or specialized expertise
       in airline bankruptcies; and

   (d) represent them in any litigation and perform all other
       necessary legal services in furtherance of the Firm's role
       as their special counsel.

Northwest is one of the most heavily unionized of the major U.S.
air carriers.  Northwest has 10 collective bargaining agreements
with seven unions, representing 38,000 Northwest employees.

Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, explains that the Debtors have
selected Arnold & Porter largely because of its extensive
experience in airline labor law, collective bargaining,
arbitration, airline bankruptcy proceedings, and the interplay
between labor law and the Bankruptcy Code in an airline context.

Arnold & Porter is both well qualified and able to represent the
Debtors in their Chapter 11 cases in an efficient and timely
manner, Mr. Simon says.

The Debtors propose to compensate the Firm in accordance with its
customary hourly rates:

           Professional                      Rate
           ------------                      ----
           Partners                      $430 to $830
           Counsel                       $425 to $730
           Associates                    $235 to $525
           Paraprofessionals & Staff      $40 to $325

The attorneys expected to be most active in the Debtors' Chapter
11 cases and their hourly rates are:

           Professional                      Rate
           ------------                      ----
           Brian Leitch                      $710
           Tim Atkeson                       $635
           Tim MacDonald                     $435
           Andrew Kelley                     $375
           Jaimee Witten                     $360
           Maureen Eldredge                  $295
           Jacek Wypych                      $250

Brian P. Leitch, a partner at Arnold & Porter, discloses that in
September 2005 the Firm received $250,000 from the Debtors
pursuant to a retainer agreement.  The amount is being held in an
interest bearing Trust Account on the Debtors' behalf.  The
Firm's periodic fee statements to the Debtors for legal services
on labor and employment issues are paid directly from the Trust
Account.  The Debtors agree to replenish the retainer in the
amount of the statements, less any adjustments requested by the
Debtors.

Mr. Leitch tells the Court that $98,586 remains in the Trust
Account on the Petition Date.  The remaining amount will
constitute a retainer for services to be rendered, and expenses
to be incurred in the Debtors' cases, Mr. Leitch explains.

Among others, Mr. Leitch relates that Arnold & Porter regularly
represents a number of participants in the aviation industry that
are known to the Firm to have relationships with the Debtors,
including US Airways, Inc., and Gate Gourmet, Inc.  Arnold &
Porter will not represent US Airways, Inc., and Gate Gourmet,
Inc. in the Debtors' Chapter 11 cases without the Debtors'
written consent, the United States Trustee's approval, and the
Court's authorization.

As is customary for people who frequently travel, particularly
business travelers, many Arnold & Porter attorneys are members of
the Debtors' WorldPerks frequent flyer program.  Also, many
Arnold & Porter attorneys regularly fly Northwest for business
and pleasure and may, as of the Petition Date, hold airline
tickets.

Mr. Leitch assures Judge Gropper that Arnold & Porter is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b).

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Realigns Management Team to Sustain Key Areas
------------------------------------------------------------
Owens Corning President and Chief Executive Officer Dave Brown
reported changes within the company that will align talented
leadership with key opportunities important to the company's
sustained growth.

           New Cultured Stone President Reports to CEO

Chuck Stein has been named President of our Cultured Stone
business, reporting to Mr. Brown.  Mr. Stein was formerly Vice
President and General Manager of Owens Corning Construction
Services (OCCS).  Cultured Stone was previously part of the
Exterior Systems Business (ESB).

"We are very excited about the growth potential for Cultured
Stone.  The decision to elevate the business will allow for
greater focus and speed to take the business to the next level.
Chuck's background leading high-growth businesses and prior
experience in the brick industry makes him an ideal person for
this position," said Mr. Brown.

Ron Ranallo, Vice President and Controller for OCCS, will be the
acting Vice President and General Manager of OCCS until a
successor is named and will report to Mr. Brown.

                    Roofing and Asphalt Business

Under this realignment, the Exterior Systems Business will now be
named Roofing and Asphalt.  Sheree Bargabos, previously president
of ESB, will serve as President of Roofing and Asphalt, reporting
to Mr. Brown.

"Focusing this business on roofing and asphalt will allow us to
better meet the needs of these exciting and demanding markets and
accelerate our results," Mr. Brown explained.  "Naming this
business Roofing and Asphalt more clearly communicates the focus
and product offerings."

              New Siding Solutions Business President

Brian Chambers has been appointed President of the Siding
Solutions Business (SSB), reporting to Mr. Brown.  Mr. Chambers
was formerly the Vice President and General Manager of
Residential Roofing.  Mr. Chambers will focus on the development
of new and innovative products in the exterior cladding category
while driving out waste and effectively managing raw material
costs.

"Brian's successful track record in various roles makes him the
right choice to lead this important business area," said Mr.
Brown.   SSB consists of vinyl siding manufacturing as well as
Norandex Reynolds distribution.  Chambers replaces Dan Dietzel,
who has decided to leave the company.  "Our special thanks go out
to Dan for his contributions and all he has done for our
company," said Mr. Brown.

                   Glass Mat and Wet Chop Joins
                   Composite Solutions Business

Effective immediately, the ESB wet-formed mat and wet chop
businesses will move to the Composite Solutions Business (CSB).
"We believe the consolidation of all glass mat, veil and wet chop
within CSB allows us to gain synergies in the marketplace and
drive out waste within our organization," added Mr. Brown.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 116;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC ENERGY: Closing $455 Million Purchase of Valero Assets
--------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) consummated the
acquisition of certain terminal and pipeline assets from Valero
L.P. (NYSE:VLI) by two of its wholly owned subsidiaries.  The
contract purchase price of the assets was $455 million, plus
closing costs and the assumption of certain environmental and
other operating liabilities.

The terminals and pipeline system being acquired by Pacific from
Valero L.P. include:

    * West Coast Terminals in the San Francisco, California area.
      The Martinez Terminal and the Richmond Terminal, which have
      approximately 4.1 million barrels of combined refined
      products and crude oil storage capacity.

    * East Coast Terminals in the Philadelphia, Pennsylvania area.
      The North Philadelphia Terminal, the South Philadelphia
      Terminal and the Paulsboro, New Jersey Terminal, which have
      a combined refined products storage capacity of 3.1 million
      barrels.

    * West Pipeline System in the U.S. Rocky Mountain region.
      This system consists of 550 miles of refined products
      pipeline extending from Casper, Wyoming east to Rapid City,
      South Dakota and south to Colorado Springs, Colorado.  The
      system includes products terminals at Rapid City, South
      Dakota, Cheyenne, Wyoming, and Denver and Colorado Springs,
      Colorado with a combined storage capacity of 1.7 million
      barrels.

"We are extremely pleased to complete this acquisition, which
provides Pacific with high quality, strategically located assets
and establishes a platform for near term and future growth in the
refined products business.  These premium assets provide both
asset class and geographic diversity and are stable, fee-based
assets with no direct commodity price exposure," stated Irv Toole,
President and Chief Executive Officer of Pacific.  "Pacific's
management team has already taken steps to promptly and
efficiently integrate these assets with Pacific's existing
operations.  As previously announced, we expect the transaction to
be immediately accretive to cash available for distribution to our
limited partners.  We expect to invest about $15 million for
growth initiatives over the next twelve months and forecast EBITDA
from these assets for full year 2006 of approximately $42 million.
Capital additions totaling approximately $25 million to be
undertaken in 2007 and 2008 are expected to provide significant
additional accretion."

"Divesting these assets on favorable terms is great news for our
unitholders because we plan to use the proceeds from the
divestiture to pay down debt, strengthen our balance sheet and
position the partnership for future growth opportunities," Curt
Anastasio, President and Chief Executive Officer of Valero L.P.,
said.  "It's also great news for the employees and the community
because Pacific Energy Partners, L.P., is a good company with a
strong commitment to safety and the environment.  And they have
committed to hiring all employees and providing them with
comparable pay, benefits and employment opportunities.  For all of
these reasons, this is a win-win situation for everyone."

Management of Pacific is expected to recommend to its Board of
Directors an increase in its cash distribution of $0.12 per
limited partner unit annually, or $0.03 per quarter.  This
increase, if approved, would be payable in February 2006, for the
fourth quarter of 2005.  With this increase associated with the
Valero L.P. asset acquisition, as well as an additional $0.05 per
limited partner unit annually, or $0.0125 per quarter, associated
with the start-up of Pacific's initiating synthetic crude oil
facility in Edmonton, the increased cash distribution rate would
equal an annual rate of $2.22 per limited partner unit, an 8.3%
increase over the current cash distribution rate.

In connection with the closing of the acquisition, Pacific also
closed today the previously announced private placement of
4.3 million common units and a new $400 million, five-year
revolving credit facility.  Due to completion in September 2005 of
the previously announced public equity offering of 5.2 million
common units and a private placement of $175 million of senior
unsecured notes, Pacific did not utilize a $300 million 364-day
credit facility commitment and, accordingly, the commitment
expired.

Valero L.P. -- http://www.valerolp.com/-- is a master limited
partnership based in San Antonio, with 9,150 miles of pipeline, 94
terminal facilities and four crude oil storage facilities.  One of
the largest terminal and independent petroleum liquids pipeline
operators in the nation, the partnership has terminal facilities
in 25 U.S. states, Canada, Mexico, the Netherlands Antilles, the
Netherlands, Australia, New Zealand and the United Kingdom.  The
partnership's combined system has approximately 77.6 million
barrels of storage capacity, and includes crude oil and refined
product pipelines, refined product terminals, petroleum and a
specialty liquids storage and terminaling business, as well as
crude oil storage tank facilities.

Pacific Energy Partners, L.P. -- http://www.PacificEnergy.com/--  
is a master limited partnership headquartered in Long Beach,
California.  Pacific is engaged in the business of gathering,
transporting, storing and distributing crude oil, refined products
and other related products in California, the Rocky Mountain
region, including Alberta, Canada, and the East Coast.  Pacific
generates revenues by transporting such commodities on its
pipelines and by leasing capacity in its storage facilities.
Pacific also buys, blends and sells crude oil, activities that are
complementary to its crude pipeline operations.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Moody's Investors Service assigned a Ba2 rating for Pacific Energy
Partners, L.P.'s (PPX) pending $150 million senior unsecured notes
offering, affirmed its existing Ba2 senior unsecured note ratings,
affirmed privately-held LB Pacific, LP's (LBP) B1 senior secured
bank ratings, and affirmed the LBP/PPX consolidated credit group's
Ba2 Corporate Family Rating, assigned at the LBP level.  Moody's
also withdrew its Ba1 rating on subsidiary Pacific Energy Group's
former $200 million bank revolver which will be replaced by an
unrated $700 million bank facility in connection with PPX's
pending closing of terminal and pipeline acquisition.  Moody's
said the rating outlook is stable.


PARMALAT USA: Farmland Trust Objects to Bartlett's $1.5-Mil. Claim
------------------------------------------------------------------
Before it filed for bankruptcy protection, Farmland Dairies LLC,
entered into a supply agreement with Bartlett Dairy, Inc, dated
November 5, l998.  Farmland listed in its Schedules of Assets and
Liabilities a $145,118 general unsecured liability owing to
Bartlett Dairy.

On July 9, 2004, Bartlett Dairy filed Claim No. 703 against
Parmalat U.S.A. Corp., asserting an unsecured nonpriority claim
for $500,000 based on "defective product, negligent substandard
service, and business tort."  Accordingly, Claim No. 703
superseded the Scheduled Liability.

Subsequently, on July 22, 2005, Bartlett filed a $1,500,000
unsecured non-priority claim -- Claim No. 755 -- against Farmland
based on the same ground as that of Claim No. 703.

The Debtors have sought disallowance of the Claims, arguing that
Claim Nos. 703 and 755 lack sufficient documentation to establish
liability.

Additionally, the Farmland Dairies LLC Unsecured Creditors' Trust
contends that Claim No. 755 was filed after the Claims Bar Date.

The Farmland Trust argues that Bartlett had ample opportunity to
file Claim No. 755, as evidenced by the timely filing of Claim
No. 703.  Moreover, Bartlett did not obtain leave of the U.S.
Bankruptcy Court for the Southern District of New York to file a
late claim and was not otherwise excused from filing a proof of
claim in accordance with the Bar Date Order.

The Farmland Trust asks the Court to disallow and expunge Claim
No. 755 in its entirety.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PIONEER NATURAL: Closes $1.5 Billion Five-Year Credit Pact
----------------------------------------------------------
Pioneer Natural Resources Company (NYSE:PXD) closed a $1.5 billion
five-year unsecured revolving senior credit facility, replacing
its existing $400 million and $700 million unsecured facilities
that were scheduled to mature in September 2005 and December 2008,
respectively.  The credit facility has terms consistent with
investment grade rated companies, and will be utilized to
refinance Pioneer's existing credit facilities and for ongoing
working capital and general corporate purposes.

A banking syndicate Co-Arranged by J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC will finance the credit facility.
Other agent titled roles include JPMorgan Chase Bank, N.A., as
Administrative Agent, Wachovia Bank, National Association as
Syndication Agent, and Bank of America, N.A., Deutsche Bank
Securities Inc. and Wells Fargo Bank, National Association as Co-
Documentation Agents.  The facility was significantly
oversubscribed and was syndicated to 26 banks.

                       Tender Offers

Pioneer also disclosed the final tender results for its previously
announced offer to purchase its 5.875% Senior Notes due 2012.

As of 12:00 midnight, New York City time, on Thursday, Sept. 29,
2005, Pioneer had received tenders for $188.4 million in principal
amount of the Notes representing 96.9% of the outstanding
principal amount of the Notes.  Pioneer has accepted tenders of
all Tendered Notes.

All of the Tendered Notes were tendered prior to 5:00 p.m., New
York City time, on Thursday, Sept. 15, 2005.  Holders of Notes
tendered prior to the Consent Date received a payment on Sept. 20,
2005 of $1,061.15, including a $30 consent payment, for each
$1,000 principal amount of Notes.  No Notes were tendered after
the Consent Date.

Headquartered in Dallas, Texas, Pioneer Natural Resources Company
-- http://www.pioneernrc.com/-- is a large independent oil and
gas exploration and production company.

                        *     *     *

Moody's Investors Service rated Pioneer Natural's subordinated
debt carry Ba1 rating and preferred stock rating at Ba2.


PRIMEDIA INC: Moody's Confirms $212 Million Stock's Junk Rating
---------------------------------------------------------------
Moody's Investors Service confirmed all long term ratings of
PRIMEDIA Inc.  Details of the rating action are:

Ratings confirmed:

   * $300 million of 8.0% senior notes due 2013 -- B2
   * $470 million of 8.875% senior notes due 2011 -- B2
   * $175 million of floating rate notes due 2010 -- B2
   * Corporate Family rating -- B2

Ratings confirmed, subject to withdrawal:

   * $146 million of 7.625% senior notes due 2008 -- B2

   * $212 million of Series H 8.625% exchangeable preferred stock
     -- Caa2

Moody's does not rate PRIMEDIA's proposed $777 million senior
secured credit facility

The rating outlook is stable.

This action concludes the rating review which Moody's initiated on
August 8, 2005.

The ratings confirmation reflects Moody's view that PRIMEDIA's
financial position will remain relatively unchanged following its
proposed asset sale and debt refinancing.  Moody's considers that
the benefits derived from these transactions will be largely
offset by the resulting shrinkage of the company's cash flow,
resulting in no reduction in financial leverage.  In addition, the
B2 rating reflects PRIMEDIA's continued high leverage and the
reduced product line diversification which will result from the
sale of the Business Information segment.

The stable outlook reflects:

   * the relative stability of PRIMEDIA's recent operating
     performance;

   * its good liquidity position; and

   * its manageable debt maturity profile.

In September 2005, PRIMEDIA announced its intention to use
proceeds of a new $500 million term loan together with $385
million from the proposed sale of its Business Information segment
to:

   1) repay $478 million in outstanding bank debt;

   2) redeem $212 million of its 8.625% series H preferred stock;
      and

   3) redeem its 7.625% senior notes.

Moody's plans to withdraw ratings on the preferred stock and
7.625% senior notes upon repayment.

Virtually all of PRIMEDIA's senior debt is ranked pari-passu in
right of payment with its senior secured credit facility.  All
senior debt is guaranteed on a senior unsecured basis by the
restricted group of operating subsidiaries and is secured by a
pledge of intermediate holding company stock.

Pro-forma for the proposed refinancing, PRIMEDIA will have reduced
its debt to $1.45 billion, representing close to 7.0 times LTM
EBITDA from continuing operations, and since the end of September
2001, following the sale of its Business Information segment,
PRIMEDIA will have reduced its debt and preferred stock
obligations by approximately $1.3 billion, largely from the
proceeds of an extensive asset sales program.

PRIMEDIA recorded $2.0 million of negative free cash flow for the
LTM period ended June 2005.  Moody's estimates that the company
will record revenue growth in the low single digits and generate
about $23 million of free cash flow over the next twelve month
period.

PRIMEDIA's improved liquidity is underscored by the upgrade of the
company's liquidity rating to SGL-2 from SGL-3 (see separate press
release dated September 29, 2005).  Covenants under the proposed
bank credit facility are governed by the performance of PRIMEDIA's
restricted group, rather than the substantially lower EBITDA
results of the company's consolidated operations.

Ratings could be upgraded or the outlook changed to positive if
the company is able to outperform cash flow projections through a
growth in advertising volume or pricing in its Enthusiast Media
segment or through an improvement in the profitability of its
Consumer Guides segment.  Conversely, ratings could be downgraded
or the outlook changed to negative, if PRIMEDIA's enthusiast
magazines are unable to maintain market share or if its Consumer
Guides segment continues to suffer from EBITDA pressure.

New York City-based PRIMEDIA Inc. is a targeted media company
which owns more than 200 brands that connect buyers and sellers
through:

   * print publications,
   * web sites,
   * events,
   * newsletters, and
   * video programs.


PROVIDIAN FINANCIAL: Moody's Raises Sr. Debt Rating to A3 from B2
-----------------------------------------------------------------
Moody's Investors Service today raised the ratings Providian
Financial Corporation (Senior to A3) and its subsidiary Providian
National Bank (Deposits to A2/P-1).  The ratings action was taken
in anticipation of the acquisition of Providian by Washington
Mutual, Inc. on October 1, 2005.  All necessary shareholder and
regulatory approvals for the transaction have been received.  The
ratings action concludes a review for possible upgrade which began
on June 8, 2005 when the transaction was announced.  The ratings
of Washington Mutual are unaffected by this action and the ratings
outlook is stable.

Moody's said the upgrade for Providian's ratings reflects the
benefits the acquisition provides to Providian's creditors from
Washington Mutual's substantially larger and more diversified
earnings base as well as its stronger core funding profile.  As a
part of the transaction, Providian National Bank will be merged
with and into Washington Mutual Bank, with all obligations of
Providian National Bank being assumed by Washington Mutual Bank.
All of the ratings for Providian National Bank were therefore
being raised to equal those of Washington Mutual Bank.

At the same time, Providian Financial Corporation will be merged
into New American Capital, Inc., a wholly-owned subsidiary of
Washington Mutual, Inc. and the immediate parent of Washington
Mutual Bank.  As a result, the outstanding debt of Providian
Financial Corporation will become direct obligations of New
American Capital, Inc.  As an intermediate holding company, New
American receives dividends directly from Washington Mutual Bank
to service its debt obligations.  As such, Moody's believes New
American's credit strength is equal to that of Washington Mutual,
Inc.  In addition, Washington Mutual, Inc. is guaranteeing the
debt obligations being assumed by New American Capital, Inc.  The
ratings on Providian Financial's debt were therefore raised to
equal the ratings of Washington Mutual, Inc.

As noted when the ratings were placed on review, Moody's said the
acquisition has a number of credit positives for Washington
Mutual, but also poses some challenges.  The acquisition's credit
positives include an increase in Washington Mutual's earnings
diversification and the potential future benefits the company may
realize through the cross-sale of Providian's credit card products
to Washington Mutual's current customer base.  The acquisition
also provides Washington Mutual with an experienced credit card
management team and a sizable credit card platform which would
have been difficult for the company to build on its own.

The credit challenges include the challenges of managing the
growth of Providian's sizable credit card lending business, the
rating agency noted, and of integrating Providian's risk
management practices and strategic decision making into those of
Washington Mutual.  These challenges are heightened because
Providian's unsecured near-prime credit card lending business is
considerably riskier and more volatile than Washington Mutual's
traditional residential real-estate secured lending and retail
deposit gathering activities.

The ratings upgraded include:

Providian National Bank:

  - the rating for Long-term Deposits from Ba2 to A2

  - the rating for Short-term Deposits from Not Prime to Prime-1

  - the rating for Other Senior Obligations and the Issuer rating
    from Ba3 to A2

  - the Bank Financial Strength rating from D to C+

Providian Financial Corporation:

  - Senior Unsecured debt from B2 to A3

Providian Capital I:

  - trust preferred securities from Caa1 to Baa1.

Providian Financing I, II, III & IV:

  - trust preferred shelf from (P)Caa1 to (P)Baa1

Providian Financial Corporation, headquartered in San Francisco,
California, is the ninth largest credit card issuer in the U.S.
with managed credit card receivables of $18.6 billion at June 30,
2005.  Washington Mutual, Inc., headquartered in Seattle,
Washington, is the largest thrift holding company in the U.S. and
sixth largest among U.S. bank and thrift companies, with assets of
$323.53 billion at June 30, 2005.


RESIDENTIAL ACCREDIT: Fitch Puts BB Rating on $3MM Pvt. Certs.
--------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., mortgage pass-
through certificates, series 2005-QS13:

     -- $603,375,926 classes I-A-1 through I-A-8, II-A-1 through
        II-A-7, A-P, A-V, R-I, R-II, and R-III certificates
        (senior certificates) 'AAA';

     -- $16,618,500 class M-1 'AA';

     -- $6,391,700 class M-2 'A';

     -- $4,793,800 class M-3 'BBB';

In addition, these privately offered subordinate certificates are
rated by Fitch:

     -- $3,195,900 class B-1 'BB';

     -- $1,917,500 class B-2 'B';

The $2,876,306 privately offered class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.60%
subordination provided by the 2.60% class M-1, the 1.00% class M-
2, the 0.75% class M-3, the privately offered 0.50% class B-1, the
0.30% privately offered class B-2, and the 0.45% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud, and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

The certificates are collateralized by two loan groups.  As of the
cut-off date, Sept. 1, 2005, the mortgage pool consists of 2,785
conventional, fully amortizing, 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $639,169,632.

Loan group I is composed of 1,397 mortgage loans with an aggregate
principle balance of $318,874,903.  The mortgage pool has a
weighted average original loan-to-value ratio of 74%.  The pool
has a weighted average FICO score of 719, and approximately 47.45%
and 5.48% of the mortgage loans possess FICO scores greater than
or equal to 720 and less than 660, respectively.  Equity refinance
loans account for 40.09%, and second homes account for 3.02%.  The
average loan balance of the loans in the pool is $228,257.  The
three states that represent the largest portion of the loans in
the pool are California (22.02%), Florida (10.40%), and Virginia
(7.89%).

Loan group II is composed of 1,388 mortgage loans with an
aggregate principle balance of $320,294,729.  The mortgage pool
has a weighted average original loan-to-value ratio of 73.99%.
The pool has a weighted average FICO score of 720, and
approximately 46.19% and 4.42% of the mortgage loans possess FICO
scores greater than or equal to 720 and less than 660,
respectively.  Equity refinance loans account for 40.15%, and
second homes account for 3.54%.  The average loan balance of the
loans in the pool is $230,760.  The three states that represent
the largest portion of the loans in the pool are California
(24.43%), Florida (12.52%), and New Jersey (7.10%).

All of the group I loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 15.1% of the group I loans, which were
purchased by the depositor from HomeComings Financial Network,
Inc., a wholly-owned subsidiary of the master servicer.

Approximately 25.1% and 15.0% of the group I loans were purchased
from American Home Mortgage Corp. and Suntrust Mortgage Inc.,
respectively, each unaffiliated sellers.  Except as described in
the preceding sentence, no unaffiliated seller sold more than 6.9%
of the group I loans to Residential Funding.  Approximately 72.5%
of the group I loans are being or will be subserviced by
HomeComings.

All of the group II loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 25.6% of the group II loans, which were
purchased by the depositor from HomeComings.  Approximately 18.5%
and 10.7% of the group II loans were purchased from Suntrust
Mortgage Inc. and National City Mortgage Company, respectively,
each unaffiliated sellers.  Except as described in the preceding
sentence, no unaffiliated seller sold more than 4.5% of the group
II loans to Residential Funding.  Approximately 64.6% of the group
II loans are being or will be subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans, or any other similar designation
if the law imposes greater restrictions or additional legal
liability for residential mortgage loans with high interest rates,
points and/or fees.  For additional information on Fitch's rating
criteria regarding predatory lending legislation, please see the
press release dated 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/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property, the absence of income verification,
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as three real
estate mortgage investment conduits.


RESIDENTIAL ACCREDIT: Fitch Rates Two Certificate Classes at Low-B
------------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., mortgage pass-
through certificates, Series 2005-QS14:

     -- $585,025,523 classes I-A-1, II-A-1, III-A-1 through III-A-
        3, I-A-P, I-A-V, II-A-P, II-A-V, R-I, R-II, and R-III
        certificates (senior certificates) 'AAA';

     -- $2,881,400 class I-M-1 'AA';

     -- $327,400 class I-M-2 'A';

     -- $392,900 class I-M-3 'BBB'.

These privately offered subordinate certificates are rated by
Fitch:

     -- $196,400 class I-B-1 'BB';
     -- $130,900 class I-B-2 'B'.

In addition, these classes are not rated by Fitch:

     -- $11,637,900 class II-M-1;
     -- $5,333,700 class II-M-2;
     -- $2,909,300 class II-M-3;
     -- $2,909,300 privately offered class II-B-1;
     -- $2,182,000 privately offered class II-B-2;
     -- $196,456 privately offered class I-B-3;
     -- $1,697,095 privately offered class II-B-3.

The mortgage pool consists of three groups of mortgage loans
referred to as the group I, the group II, and the group III loans.
Loan group I consists of mortgage loans with terms to maturity of
generally not more than 15 years and will be supported by the I-M-
1, I-M-2, I-M-3, I-B-1, I-B-2 and I-B-3 certificates.  Loan group
II and loan group III consist of mortgage loans with terms to
maturity of generally not more than 30 years and will be supported
by the II-M-1, II-M-2, II-M-3, II-B-1, II-B-2 and II-B-3
certificates.

The 'AAA' rating on the group I senior certificates reflects the
3.15% subordination provided by the 2.20% class I-M-1, the 0.25%
class I-M-2, the 0.30% class I-M-3, the 0.15% privately offered
class I-B-1, the 0.10% privately offered class I-B-2, and the
0.15% privately offered class I-B-3.  The 'AAA' rating on the
group II and group III senior certificates reflects the 5.50%
subordination provided by the 2.40% class II-M-1, the 1.10% class
II-M-2, the 0.60% class II-M-3, the 0.60% privately offered class
II-B-1, the 0.45% privately offered class II-B-2, and the 0.35%
privately offered class II-B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s master servicing capabilities (rated 'RMS1' by Fitch).

As of the cut-off date, Sept. 1, 2005, the mortgage pool consists
of 3,009 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four- family residential
properties with an aggregate principal balance of approximately
$615,820,274.  The group I mortgage pool consists of 792 mortgage
loans with an aggregate principal balance of $130,938,205.  The
mortgage pool has a weighted average original loan-to-value ratio
of 67.33%.  The weighted-average FICO score of the loans in the
pool is 727 and approximately 54.9% and 3.82% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively.  Loans originated under a reduced loan
documentation program account for approximately 76.07% of the
pool, equity refinance loans account for 46.86%, and second homes
account for 6.63%.  The average loan balance of the loans in the
pool is approximately $165,326.  The three states that represent
the largest portion of the loans in the pool are California
(16.46%), Texas (11.59%), and Florida (9.59%).

Group II consists of 727 mortgage loans with an aggregate
principal balance of $123,586,657.  The mortgage pool has a
weighted average original loan-to-value ratio of 72.97%.  The
weighted-average FICO score of the loans in the pool is 724 and
approximately 50.21% and 4.58% of the mortgage loans possess FICO
scores greater than or equal to 718 and less than 660,
respectively.  Loans originated under a reduced loan documentation
program account for approximately 67.71% of the pool, equity
refinance loans account for 30.5%, and second homes account for
18.45%.  The average loan balance of the loans in the pool is
approximately $169,995.  The three states that represent the
largest portion of the loans in the pool are Florida (20.13%),
California (14.61%), and Texas (4.90%).

The group III mortgage pool consists of 1,490 mortgage loans with
an aggregate principal balance of approximately $361,295,412.  The
mortgage pool has a weighted average original loan-to-value ratio
of 73.87%.  The weighted-average FICO score of the loans in the
pool is 715 and approximately 43.39% and 8.18% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively.  Loans originated under a reduced loan
documentation program account for approximately 70.77% of the
pool, equity refinance loans account for 41.35%, and there are no
second homes.  The average loan balance of the loans in the pool
is approximately $242,480.  The three states that represent the
largest portion of the loans in the pool are California (22.04%),
Florida (10.28%) and Texas (6.38%).

All of the group I mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 35.2% of the mortgage loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.  Approximately 11.9% of the
group I loans were purchased from National City Mortgage Company.
Except as described in the preceding sentence, no unaffiliated
seller sold more than approximately 7.8% of the mortgage loans to
Residential Funding.  Approximately 73.1% of the mortgage loans
are being subserviced by HomeComings (rated 'RPS1' by Fitch) as
primary servicer.

All of the group II mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 30.9% of the mortgage loans, which
were purchased by the depositor through Residential Funding from
HomeComings.  Approximately 27.5% and 13.0% of the group II loans
were purchased from Suntrust Mortgage, Inc., and National City
Mortgage Company, respectively.  Except as described in the
preceding sentence, no unaffiliated seller sold more than
approximately 5.9% of the mortgage loans to Residential Funding.
Approximately 56.5% and 27.5% of the mortgage loans are being
subserviced by HomeComings and Suntrust Mortgage, Inc.,
respectively.

All of the group III mortgage loans were purchased by the
depositor through its affiliate, Residential Funding, from
unaffiliated sellers except in the case of 25.9% of the mortgage
loans, which were purchased by the depositor through Residential
Funding from HomeComings.  Approximately 16.7% and 14.0% of the
group III loans were purchased from Suntrust Mortgage, Inc., and
National City Mortgage Company, respectively. Except as described
in the preceding sentence, no unaffiliated seller sold more than
approximately 5.7% of the mortgage loans to Residential Funding.
Approximately 63.1% of the mortgage loans are being subserviced by
HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994. Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans, or any other similar designation
if the law imposes greater restrictions or additional legal
liability for residential mortgage loans with high interest rates,
points and/or fees.  For additional information on Fitch's rating
criteria regarding predatory lending legislation, please see the
press release dated 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/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property, the absence of income verification,
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as three real
estate mortgage investment conduits.


RITE AID: Increases Sr. Secured Credit Facility to $1.75 Billion
----------------------------------------------------------------
Rite Aid Corporation (NYSE, PSE:RAD) amended its existing senior
secured credit facility totaling $1.4 billion by increasing the
total facility to $1.75 billion.

The $1.75 billion senior secured revolving credit facility, priced
initially at LIBOR plus 150 basis points, replaces a $950 million
revolving credit facility, which was priced at LIBOR plus 175
basis points, and a $450 million senior secured term loan, which
was priced at LIBOR plus 175 basis points.

The amended facility, which matures in September 2010, also
reduces the commitment fee from 37.5 basis points to 25 basis
points.  The Company disclosed that $477 million of the amended
revolving credit facility was used to pay off the existing
revolving credit facility and the existing $445.5 million term
loan at closing and to pay related accrued interest, fees and
expenses.

As a result of the amendment, the company said it expects to save
approximately $1.6 million in interest expense annually.

The company said that while it has no intention of significantly
increasing debt, the larger revolver-only facility gives Rite Aid
more flexibility to execute its business plan.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of $16.8 billion and approximately
3,350 stores in 28 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Sept 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

While liquidity over the next twelve months is adequate, revision
of the outlook to negative on Rite Aid's long-term debt ratings
reflects Moody's concern that operating results have stabilized at
a level insufficient to fully fund fixed charges such as debt
service, cash preferred stock dividends, and capital investment,
as well as the company's weak operating performance relative to
higher rated peers.

This rating is lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Ratings affirmed are:

   -- $860 million 2nd-lien senior secured notes (comprised of 3
      separate issues) at B2;

   -- $1.28 billion of senior notes (comprised of 8 separate
      issues) at Caa1;

   -- $250 million of 4.75% convertible notes (2006) at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


SAINT VINCENTS: First Meeting of Creditors Set on November 16
-------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene a meeting of Saint Vincents Catholic Medical Centers of
New York and its debtor-affiliates' creditors at 2:00 p.m., on
November 16, 2005, at the Office of the United States Trustee,
located at 80 Broad Street, 2nd Floor, in New York, New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.

This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Gets Court Nod to Close St. Mary's Hospital
-----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York announced that
the US Bankruptcy Court approved the closure of St. Mary's
Hospital -- a plan that had been submitted to and approved by the
New York State Department of Health (DOH) at the end of August.
DOH required the submission of a plan related to the closure of
inpatient services and the transfer of most outpatient services to
Kingsbrook HealthCare System.

In April 2004, SVCMC sought to find an alternative sponsor to
assume operations of the inpatient and outpatient services of St.
Mary's Hospital.  Late last year, SVCMC signed a letter of intent
with Kingsbrook HealthCare System to conduct a due diligence
process to acquire the operations of St. Mary's Hospital.

After careful analysis, Kingsbrook terminated negotiations for a
full transfer of inpatient and outpatient services in April 2005,
when it became evident that the facility would continue to need
subsidy of at least $10 million annually to cover operating
losses.

St. Mary's sustained an operating loss of $3.8 million in May 2005
alone.  Since no other source of financial support was identified
to fund St. Mary's continued heavy operating losses, in June, the
SVCMC Board regretfully made the decision to close St. Mary's
Hospital.

SVCMC has reached an agreement to transfer six out of seven family
health centers located throughout Central Brooklyn to Kingsbrook
HealthCare System; the seventh family health center, St. Vincent's
Family Heath Center, will be operated by St. Vincent's Hospital
Manhattan.  Many of the physicians and staff from these centers
have been offered employment by Kingsbrook Healthcare System
helping to insure continuity of care for the patients served by
the family health centers.

The approved closure plan calls for the phased closing of all
services at the facility by October 4, with the exception of the
outpatient family health center located at the hospital, which
will transition patients over 60-90 days to one of the other
family health centers.

As approved by DOH, the hospital will immediately curtail
admissions to St. Mary's, stop scheduling surgeries, and begin the
process of compressing and closing inpatient departments.

It is anticipated by September 28 that all inpatient medical
surgical services will cease operations; current patients will
have been discharged or transferred to another facility of their
choice.

It is further anticipated that on Friday, September 30, the
outpatient family health centers will close at the end of the day
under the auspices of St. Mary's Hospital, re-opening on Monday
morning, October 3, under the auspices of Kingsbrook HealthCare
System, with the exception of St. Vincent's Family Heath Center
which will re-open under the auspices of St. Vincent's Hospital
Manhattan.

The methadone clinics and the program for mentally ill chemical
abusers will remain in their current locations.

SVCMC has been working with the appropriate unions, its dedicated
physicians and employees throughout the transition and will be
working with them to find new positions.

             Court Denies Request for Reconsideration

Andrew Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the Debtors received by facsimile a request
to reconsider Judge Beatty's order closing St. Mary's Hospital in
Brooklyn, New York, from an anonymous person.

According to Mr. Troop, the unsigned document does not appear in
the Court docket and is not accompanied by any declarations,
affidavits or other verifiable extrinsic evidence of or support
for it assertions.  However, the document was delivered to the
Court.

Mr. Troop contends that there is no basis for the Reconsideration
Request.  He says that the Anonymous Movant has failed to
demonstrate that the Court misunderstood any fact or overlooked
any fact or legal precedent in deciding to authorize the closing
of St. Mary's Hospital.

The Reconsideration Request also attempts to revive the issue
relating to an alternative transaction proposal for St. Mary's,
which proposal was submitted by Brooklyn Safety Net to the Court
on September 14, 2005.  The Anonymous Movant alleges that Dr.
Brendan O'Neill, one of the signatories in the proposal, failed
to show up at the hearing because he accepted a "bribe" from the
Debtors, in the form of a "raise" and a "new job" at Mary
Immaculate Hospital, which is another hospital in the SVCMC
system.

Mr. Troop argues that, before BSN expressed any interest in
acquiring St. Mary's Hospital, Dr. O'Neill already worked at Mary
Immaculate Hospital on a per diem basis.  In connection with the
closure of St. Mary's Hospital, physician practice groups that
provide contracted services to the Debtors have routinely been
looking to doctors at St. Mary's to fill their own staff needs.
In this regard, Dr. O'Neill was offered a full time position at
Mary Immaculate by an emergency physician group that is not a
Debtor or an affiliate of a Debtor.

The Debtors also deny the Movant's allegations that:

  -- they influenced Katrina McCloud to make abusive remarks to
     the Court and to challenge the Court to close St. Mary's
     Hospital;

  -- Tracey Boyland, a city council member, collected funds for
     the benefit of St. Mary's Hospital; and

  -- they have set a new closing date for the Hospital.

The "new facts" presented in the Reconsideration Request are
either false or irrelevant, Mr. Troop maintains.

Thus, at the Debtors' request, Judge Beatty denies the Anonymous
Reconsideration Request.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Wants to Reallocate Government Grant Funds
----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority, pursuant to Section 363(b) of
the Bankruptcy Code, to:

   (a) modify an application for a government grant to obtain
       $700,000, which sum was originally earmarked for employee
       retraining and to which, as a result of the closing of St.
       Mary's Hospital in Brooklyn, New York, the Debtors would
       not otherwise be entitled;

   (b) transfer $700,000 to the League/1199 SEIU Training and
       Upgrading Fund and the Registered Nurse Training and
       Upgrading Fund, to facilitate the retraining of union
       employees from St. Mary's; and

   (c) cooperate in the reallocation of $600,000 of the grant to
       institutions other than St. Mary's to support training of
       former St. Mary's employees who are currently enrolled in
       nursing, radiology, physician assistant, and social work
       programs.

The Community Health Care Conversion Demonstration Project, which
is administered by the New York State Department of Health,
provides federally funded grants to hospitals in New York
pursuant to the terms and conditions of the State's Partnership
Plan Medicaid waiver.  The CHCCDP Grants aim to assist qualifying
hospitals in strengthening the health care infrastructure that
serves Medicaid eligible and uninsured New Yorkers.

More specifically, CHCCDP Grants are available to support
workforce retraining, primary care expansion and other
initiatives, which will enable hospitals and their community-
based partners to transition to a managed care environment.

CHCCDP Grants are awarded to hospitals for a year-long cycle.
Hospitals that receive $1 million or more of CHCCDP Grant in a
given cycle must devote at least 25% of that cycle's award to
workforce retraining.  The remaining 75% of funds received may be
allocated to other infrastructure projects.  Hospitals may be
granted exceptions to the percentage requirements contingent on
the consent of applicable labor unions.

Andrew Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that St. Mary's has qualified for CHCCDP Grants for the
past four years, in excess of $1 million per cycle or year.

To administer the retraining amounts received under the CHCCDP
Grants, St. Mary's entered into agreements with the 1199 Funds
pursuant to which the Hospital transfers the amounts to the 1199
Funds.  The 1199 Funds then administer and provide training to
qualifying employees.

Mr. Troop relates that, in the current grant cycle -- Cycle 5 --
St. Mary's qualified for a $5.3 million CHCCDP Grant.

However, because of St. Mary's closure, none of the current
CHCCDP Grant funds can be allocated to prospective costs, Mr.
Troop explains.  While the $4 million in infrastructure funds,
which amount is 75% of the award, is attributable to the
reimbursement of costs already incurred by SVCMC, the $1.3
million of the Retraining Funds is not attributable, and need not
be attributed to reimbursement.  As a result, $1.3 million of the
Retraining Funds will be forfeited unless the Debtors take prompt
action.

The Debtors have discussed the potential $1.3 million forfeiture
with the DOH and have developed a protocol to facilitate the
transfer of funds as originally contemplated by the CHCCDP Grant.

Mr. Troop reports that the Debtors have reimbursable expenses in
Cycle 5 that exceed the $4 million allocation.  Subject to the
consent of New York's Health & Human Service Union 1199 SEIU, the
Debtors will increase the request for Infrastructure Funds by
$700,000 and, on its receipt from the DOH, to transfer an equal
amount to the 1199 Funds for retraining, subject to reversion to
the Debtors' estates in the event that the funds are not
necessary for the retraining of St. Mary's employees, and only to
the extent that reversion is otherwise permitted under applicable
law.

The Debtors plan to cooperate with the DOH to ensure that the
remaining $600,000 of originally earmarked Retraining Funds is
reallocated within the CHCCDP Grant Program to the other
hospitals who will be responsible of funding the participation of
former St. Mary's employees currently enrolled in nursing and
other programs.

Mr. Troop asserts that the reallocation of the grant funds must
be completed before St. Mary's is closed.  The DOH requires
several days to review SVCMC's request before it can act on it.
The request must contain detailed financing information.  SVCMC
believes that if it does not apply to change the allocation
percentages immediately, neither the Debtors nor the 1199 Funds
will receive the subject $700,000 for employee retraining.

By transferring an amount equal to the reallocated monies to the
1199 Funds, the Debtors will be able to assist their employees to
obtain job training and better the healthcare community as a
whole, consistent with the purposes of the CHCCDP and their
mission of community service, Mr. Troop remarks.

The Debtors inform the Court that they have discussed their
request with the Official Committee of Unsecured Creditors, the
United States Department of Housing and Urban Development, HFG-
Healthco IV LLC, and the Dormitory Authority of the State of New
York, all of whom have indicated that they do not object to the
request.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SALTON INC: Posts $51.8 Million Net Loss for Fiscal Year 2005
-------------------------------------------------------------
Salton, Inc. (NYSE: SFP) reported its fiscal results for its
fourth quarter and year ended July 2, 2005.  The Company reported
net sales of $216.5 million for its fiscal 2005 fourth quarter
compared to net sales of $249.7 million for the fiscal 2004 fourth
quarter.  Salton reported a loss of $28.8 million versus a loss of
$50.2 million for the same period in fiscal 2004.  Net sales
decreased domestically by $20.0 million as a result of uncertainty
among one of the Company's large suppliers and a few customers due
to the Company's ongoing restructuring activities which impacted
product availability and demand.  Foreign sales declined by $13.2
million, including $2.6 million of foreign currency gains.  The
foreign sales were impacted by concerns surrounding the Company's
restructuring activities and a general softness in regional sales.

The loss in the 2005 fiscal fourth quarter included a pretax
charge of $3.0 million for intangible asset impairments.  The loss
in the 2004 fiscal fourth quarter included pretax charges of $38.8
million for restructuring charges, intangible asset impairments,
loss on early retirement of debt and tooling write-offs.

For the full fiscal year, the Company reported net sales of
$1,071.0 million versus $1,076.7 million in fiscal 2004.  Domestic
sales decreased $66.0 million and were offset by $19.2 million in
foreign increases and $41.1 million of foreign currency gains.
For the fiscal 2005 full-year, the Company had a net loss of $51.8
million compared to a net loss of $95.2 million.

The loss in the 2005 fiscal year included a pretax loss of $3.2
million for intangible asset impairments and $1.0 million for
restructuring charges resulting from the 2004 restructuring plan.
The loss in the 2004 fiscal year included pretax charges of $73.2
million for restructuring charges, intangible asset impairments,
loss on early retirement of debt and tooling write-offs

The Company's business and its margins continue to be affected by
the high cost of steel, corrugated and oil-based raw materials.
Despite these challenges, operating expenses, including
distribution costs, declined $37.7 million in fiscal 2005 from
fiscal 2004.  This included a domestic cost improvement of $62.8
million offset by foreign cost increases of $25.1 million due to
the European expansion, AMAP growth and $8.4 million of currency
increases.  This operating cost reduction was offset by an
increase of $13.1 million in interest expense.

Salton also announced that it has completed the sale of its 52.6%
ownership interest in AMAP for proceeds, net of expenses, of
approximately $80 million.  In addition to the sale of AMAP,
subsequent to the end of its fiscal year, the Company:

    -- completed a private debt exchange offer for the Company's
       outstanding senior subordinated debt which reduced the
       Company's total interest-bearing debt by approximately
       $66.0 million and reduced 2005 maturities by approximately
       $75.0 million;

    -- sold certain tabletop assets to Lifetime Brands, Inc. for
       $14.2 million;

    -- entered into an amendment and waiver to its senior credit
       facility which, among other things:

         (1) permits the sale of its 52.6% ownership interest in
             AMAP;

         (2) provides for certain mandatory prepayments out of the
             proceeds of the Company's sale of certain tabletop
             assets and the sale of AMAP;

         (3) provides for certain additional term loans; and

         (4) revises certain financial covenants; and

    -- completed a private debt exchange of $4.1 million of second
       lien notes due March 31, 2008 for $4.0 million of senior
       subordinated notes due 2005.

"Since May 2004, the Company has taken significant steps to reduce
the costs of its domestic operations and most recently to improve
its liquidity through an exchange offer with holders of its 2005
and 2008 bonds and selected asset sales," said William Rue,
President and Chief Operating Officer.  "These important
achievements during the year make Salton a stronger company.
Through our cost reduction programs, we have significantly reduced
domestic expenses by more than $50.0 million.  At the same time,
we have invested for future growth in selected markets.  As a
result, we believe the Company is well positioned for a return to
profitability."

                        Business Outlook

"Now that we have completed many of our restructuring activities,
the response from our customers and suppliers has been positive,"
said Leonhard Dreimann, Chief Executive Officer.  "We will
continue to seek additional ways to reduce expenses and to divest
the Company of products or businesses that do not fit into its
growth plans.  While we believe that we have addressed many of the
issues within the Company's control, our first fiscal quarter's
results, like many of our customers, will be impacted by
Hurricanes Katrina and Rita and the high cost of oil.  Despite
these disruptions, we feel that the Company is now in a position
to move forward.  Salton has a long established reputation for
innovation and exciting new products such as the George Foreman(R)
"G5" Next Grilleration, the latest in a line of removable plate
grills developed by the Company and George Foreman.  That, coupled
with other new product introductions, positions Salton to continue
down the road to recovery."

Salton, Inc. is a leading designer, marketer and distributor of
branded, high quality small appliances, electronics, home decor
and personal care products.  Its product mix includes a broad
range of small kitchen and home appliances, electronics for the
home, tabletop products, time products, lighting products, picture
frames and personal care and wellness products.  The company sells
its products under a portfolio of well recognized brand names such
as Salton(R), George Foreman(R), Westinghouse (TM),
Toastmaster(R), Melitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customer base
and its focused outsourcing strategy.

                         *     *     *

Salton's 10-3/4% Senior Subordinated Notes due 2005 carry Moody's
Investors Service's junk ratings.


SAMSONITE CORP: Registers 94.25 Million Shares for Issuance
-----------------------------------------------------------
Samsonite Corporation registers with the Securities and Exchange
Commission 94,250,000 shares of common stock for issuance pursuant
to the Company's Amended and Restated FY 1999 Stock Option and
Incentive Award Plan on Form S-8.

The registered shares include:

   * 66,664,600 shares underlying outstanding options; and
   * 27,585,400 shares underlying options not yet granted.

The Company priced the outstanding options at $41,998,698.  The
options not yet granted are priced at $16,827,904.

SEC Registration of securities allows holders of shares to freely
trade the shares in public.

The Company's common shares are traded at the Over-the-Counter
Bulletin Board under the symbol SAMC.OB.  The Company's shares
traded between $0.56 and $0.80 within the month of September.  The
Company's share price reached $0.90 mid-July.

A full-text copy of the Company's Amended and Restated FY 1999
Stock Option and Incentive Award Plan is available for free at
http://ResearchArchives.com/t/s?20d

Samsonite Corporation designs, manufactures and distributes
luggage, casual bags, business cases and travel related products
throughout the world.  The Company also licenses its brand names
and is involved with the design and sale of apparel.

As of July 31, 2005, the Company's equity deficit narrowed to
$38,216,000 from a $49,139,000 deficit at Jan. 31, 2005.   The
Company has assets totaling $572,625,000 and debts aggregating
$595,951,000 at July 31, 2005.


SECUNDA INTERNATIONAL: S&P Puts B- Sr. Sec. Debt Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit and senior secured debt ratings on Nova Scotia-
based Secunda International Ltd. on CreditWatch with positive
implications.  The rating action follows Secunda's filing of a
preliminary offering document with the U.S. SEC, in which it
states its plan to sell up to US$115 million in common stock,
through an IPO.  Net proceeds will be used to:

   * fund the acquisitions of additional vessels,
   * repay existing indebtedness, and
   * for general corporate purposes.

"The CreditWatch placement reflects the potential for an upgrade
if the IPO is successfully completed and Secunda's aggressive debt
leverage is reduced," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "The funds from the offering should provide the
company with much-needed liquidity as well the added flexibility
from the company's access to the equity market.  Furthermore, the
equity offering provides Secunda with an ability to expand
and improve its fleet at the present time without any incremental
negative effects on its financial profile," Ms. Koutsoukis added.

The extent of any positive rating action will depend on an
analysis of Secunda's planned uses of the proceeds and amount of
debt reduction the company will achieve as a result of the
offering.  Standard & Poor's will resolve the CreditWatch action
after further consultation with Secunda's management and the
successful completion of the IPO.


SEMINOLE TRIBE: Moody's Assigns Ba1 Rating on $720 Million Bonds
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the Seminole
Tribe of Florida's taxable $312,790,000 Gaming Division Bonds
Series 2005A due 2013 and taxable $417,210,000 Gaming Division
Bonds Series 2005B due 2020.  A Ba1 corporate family rating and
developing ratings outlook were also assigned.

Proceeds from the new bonds will be used to redeem, repay or
defease the Tribe's existing taxable and tax-exempt debt.  As part
of this refinancing, the Tribe will consolidate all of its gaming
assets into one borrowing group.  The bonds will be special
limited recourse obligations of the Tribe and will be secured and
payable solely from pledged revenues generated by the Tribe's
gaming assets.  The bonds will not have recourse to the Tribe and
its non-gaming assets.

Positive rating consideration is given to:

   * the high quality of the Tribe's casino assets;

   * the favorable demographics of the densely populated central
     and southern Florida gaming markets; and

   * the strong financial profile of the Tribe's borrowing group.

Pro forma debt/EBITDA is less than 2.0 times and EBITDA as a
percent of net revenue is in excess of 50%.  On a pro forma basis,
the borrowing group also generated close to $500 million in cash
flow from operations during the latest 12-month period ended
June 30, 2005, a substantial amount considering the Tampa Hard
Rock Hotel and Casino and Hollywood Hard Rock Hotel and Casino,
which on a combined basis account for about 60% of the borrowing
group's EBITDA, have been open for less than 18 months.

Key credit concerns include:

   * the Tribe's geographic concentration (all six of the Tribe's
     casinos are located in Florida);

   * threat of increased competition to the extent Florida passes
     enabling legislation as required by its state constitution;
     and

   * other risks common in Native American gaming financings
     including the likely difficulty bondholders would face in
     recovering their investment in a liquidation scenario and the
     significant cash distributions.

Additional concerns include:

   * the uncertainty associated with the Tribe's buy-out
     negotiations with Power Plant Entertainment LLC;

   * its former financial advisor; and

   * any possible repercussions related to the Internal Revenue
     Service's adverse determination regarding the tax-exempt
     status of certain of the Tribe's existing bonds.

As a result of the IRS ruling, certain existing bonds are subject
to mandatory redemption, the primary reason for this refinancing.

The developing outlook takes into account the uncertainty
regarding the pending investigation by the National Indian Gaming
Commission regarding the Tribe's use of net gaming revenue.  While
the possibility of favorable audit findings certainly exists for
the Tribe, the non-routine nature of the audit combined with the
uncertainty regarding the timing, type and severity of any adverse
findings make it difficult for Moody's to assume that the audit
findings will be favorable, particularly given the Tribe's past
weaknesses with respect to governance, and despite the borrowing
groups' investment grade financial profile.  Material adverse
findings could result in a ratings downgrade.  To the extent that
the NIGC's compliance audit is resolved favorably, ratings could
be raised one-notch to investment grade.

The NIGC has advised the Tribe that it will commence a compliance
audit on October 18, 2005 covering the period from September 30,
2004 through September 30, 2005.  The audit will include a
computation of net revenues generated by the Tribe's gaming
operations and whether all net gaming revenues once computed, were
transferred to the Tribal government and then allocated and
distributed in accordance with the Tribe's approved plan.  This
will involve an examination of the Tribe's governmental programs.
The audit will also track the actual revenues paid, either
directly or indirectly, to Tribal members participating in these
programs.

These new ratings were assigned to the Seminole Tribe of Florida:

   * $312,790,000 Gaming Division Bonds Series 2005 A due 2013
     -- Ba1;

   * $417,210,000 Gaming Division Bonds Series 2005 B due 2020
     -- Ba1; and

   * Corportae family rating - Ba1.

The Seminole Tribe of Florida is a federally recognized Indian
tribe with enrolled membership of about 3,100 members, most of who
reside on Tribal lands in Florida.  The Tribe owns and operates
six Class II gaming facilities located on Tribal lands throughout
southern and central Florida.  The gaming operations are managed
by the Seminole Gaming Division, an organizational unit of the
Tribal government with no separate legal existence.  For the
twelve-month period ended June 30, 2005, gaming operations
generated net revenue of about $800 million.


SIGNATURE SALES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Signature Sales & Service, LLC
        d/b/a Atlas Distributing International
        230 Gerry Drive
        Wood Dale, Illinois 60191

Bankruptcy Case No.: 05-42302

Type of Business: The Debtor sells and distributes
                  vending machines, music equipment
                  and games, and a complete parts
                  inventory.  See http://www.atlasd.com/

Chapter 11 Petition Date: September 30, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: David K. Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South LaSalle Street, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Touch Tunes                                $296,754
   3 Commerce Place, 4th Floor
   Nuns Island, QP Canada H3E1H7

   Valley - Dynamo                            $153,214
   2625 Handley Ederville Road
   Richland Hills, TX 76118

   American Coin Merchandising                $141,400
   dba Sugarloaf Creations
   397 South Taylor Avenue
   Louisville, CO 80027

   BayTek, Inc.                               $126,421
   1077 East Glenbrook Drive
   Pulaski, WI 54162

   ICE                                        $126,048
   10123 Main Street
   Clarence, NY 14031

   AMF Bowling Products, Inc.                  $64,668

   Namco                                       $61,981

   Betson Enterprises                          $57,501

   American Changer                            $53,531

   DSM Sales & Manufacturing, Inc.             $32,146

   Trio Tech                                   $25,922

   AMS Inc.                                    $25,574

   Skeeball - Phoenix                          $24,961

   Crane Merchandising                         $23,215

   Horizon Co.                                 $22,437

   Fort Dearborn Partners, Inc.                $18,718

   United Van Lines                            $17,988

   Andamiro                                    $16,308

   Global VR                                   $15,997

   Chicago Gaming Co., Inc.                    $15,715


SSA GLOBAL: Names J.M. Lawrie & H.S. Cohen to Board of Directors
----------------------------------------------------------------
SSA Global Technologies Inc. (NASDAQ:SSAG) appointed J. Michael
Lawrie and Howard S. Cohen to its Board of Directors.  Mr. Lawrie
and Mr. Cohen will replace Bill Ford and Raymond Wechsler who are
resigning from the SSA Global Board for professional reasons
aligned with their significant business responsibilities.

"Mike and Howard's collective experience in software and
operations will provide valuable insight as SSA Global continues
its growth path," said Mike Greenough, president, chairman and
chief executive officer of SSA Global.  "Both are proven leaders
and have proven track records in highly competitive and rapidly
changing industries."

"On behalf of SSA Global's Board of Directors, we thank Bill and
Ray for their valuable contributions these past years," added
Greenough.

Mr. Lawrie will join the Board as an independent director and will
replace Marc McMorris on the audit committee.  However, Mr.
McMorris will remain on the Board and will serve on SSA Global's
nominating and governance committee.  In addition, Mr. Lawrie will
serve on the compensation committee.  Mr. Lawrie brings a strong
background in sales, marketing, and general management to the SSA
Global Board.  Mr. Lawrie spent most of his career at IBM, where
for 27 years he developed a strong reputation as a general
manager.  He also has served as chief executive officer of Siebel
Systems, Inc.

Mr. Cohen will serve on the compensation committee replacing Mr.
Ford.  Mr. Cohen brings a proven ability to lead companies in
business transformation and growth.  Mr. Cohen has 33 years of
leadership experience in global business and has been the
president and CEO of four publicly traded corporations.

Mr. Cohen was the president and CEO of Gtech Corporation (NYSE), a
one billion dollar global information technology and
infrastructure management company.  Prior to joining Gtech in
2001, he was president and CEO of the Bell and Howell Corporation,
Sidus Systems Corporation (TSE) and Peak Technologies (NASDAQ).

SSA Global Technologies Inc. -- http://www.ssaglobal.com/-- is a
leading provider of extended ERP solutions for manufacturing,
distribution, retail, services and public organizations worldwide.
In addition to core ERP applications, SSA Global offers a full
range of integrated extension solutions including corporate
performance management, customer relationship management, product
lifecycle management, supply chain management and supplier
relationship management. Headquartered in Chicago, SSA Global has
63 locations worldwide and its product offerings are used by
approximately 13,000 active customers in over 90 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Chicago, Illinois-based SSA Global Technologies
Inc.  At the same time, Standard & Poor's assigned its 'BB-'
rating, with a recovery rating of '3', to SSA Global's proposed
$225 million senior secured bank facility, which will consist of a
$25 million revolving credit facility (due 2010) and a $200
million term loan (due 2011).  The bank loan rating, which is the
same as the corporate credit rating, along with the recovery
rating, reflect our expectation of meaningful (50%-80%) recovery
of principal by creditors in the event of a payment default or
bankruptcy.  The proceeds from this facility will be used to
refinance existing debt, and to add cash to the balance sheet.
The outlook is negative.


STELCO INC: Ernst & Young Files 38th Monitor's Report
-----------------------------------------------------
Ernst & Young Inc., the Monitor appointed in Stelco Inc.'s
(TSX:STE) Court-supervised restructuring, filed its Thirty-Eighth
Report of the Monitor.

The Report contains previously-disclosed information on the terms,
conditions and other features of the previously-announced
agreements entered into by the Company with each of Tricap
Management Limited, the Province of Ontario, the USW International
and USW Local 8782.  These and other details relating to the
agreements are also contained in materials filed with the Court.

E&Y also discusses the break fees payable to Tricap under its
agreement.  The Monitor expresses the view that the break fees are
reasonably given, among other factors:

   -- the Monitor's assessment of prevailing market terms for
      break fees for CCAA financings;

   -- the certainty of securing financing to implement Stelco's
      restructuring plan with minimal due diligence risk and
      conditionality;

   -- the view that the cost is worth the benefits conveyed by the
      above-noted agreements; and

   -- the fact that Tricap is required to commit significant
      capital resources until the restructuring plan
      implementation date without certainty as to the completion
      of the financing.

The Report conveys the Monitor's view that the terms, fees and
costs of the secured revolving term loan and the standby agreement
under the Tricap agreement are reasonable in light of the benefits
and liquidity reserve provided to Stelco.

                     Restructuring Plan

The Monitor also reports that certain affected creditors or their
representatives have advised the Monitor to express concerns
and/or opposition to the Company's restructuring plan.  The Report
observes that the affected creditors that have contacted the
Monitor directly or indirectly likely represent over 50%, by
dollar value, of the claims of affected creditors.  The Monitor
notes that those creditors have indicated that, if a vote were
held today, they would vote against the plan.

The Report notes, however, that a number of the affected creditors
that have contacted the Monitor have also indicated their belief
that the filing of the plan was a productive step and provides a
framework within which to attempt to negotiate a consensual
solution.  The Monitor also notes that the above-noted concern or
opposition expressed by affected creditors comes prior to their
being provided with an information circular concerning the
Company's restructuring plan.  The Monitor expresses the view that
the Company will have the opportunity to continue discussions with
the affected creditors in the period prior to the meetings that
will be held to consider and vote on the plan.

The Monitor observes that the above-noted agreements offer Stelco
a pension funding solution, committed CCAA exit financing and
labour co- operation.  Without these agreements, the Monitor notes
that Stelco would likely find itself back in the midst of stalled
negotiations.

For these and other reasons, the Report recommends that the Court
authorize Stelco to enter into the restructuring agreements with
each of the Province, Tricap and the USW.

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 today,
Oct. 4, 2005.


STRUCTURED ASSET: Fitch Places Low-B Ratings on Two Cert. Classes
-----------------------------------------------------------------
Structured Asset Mortgage Investments Inc. Prime Mortgage Trust,
mortgage pass-through certificates, series 2005-4 are rated by
Fitch Ratings:

     -- $167,997,312 classes I-A-1 through I-A-7, I-PO, I-X, and
        I-R, 'AAA' ('senior certificates');

     -- $1,539,690 class I-B-1, 'AA';

     -- $598,768 class I-B-2, 'A';

     -- $342,153 class B-3, 'BBB';

     -- $256,615 class B-4, 'BB';

     -- $171,077 class B-5, 'B'.

The 'AAA' rating on the group 1 senior certificates reflects the
1.80% subordination provided by the 0.90% class B-1, the 0.35%
class B-2, the 0.20% class B-3, the 0.15% privately offered class
B-4, the 0.10% privately offered class B-5, and the 0.10%
privately offered class B-6 (not rated by Fitch).  Classes B-1, B-
2, B-3, B-4, and B-5 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 as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of Wells Fargo Bank N.A., rated
'RPS1' by Fitch.

The collateral consists of 15-year fixed-rate mortgage loans
totaling $171,076,693, as of the cut-off date (Sept. 1, 2005),
secured by first liens on one- to four-family residential
properties.  The mortgage pool demonstrates an approximate
weighted-average loan-to-value ratio of 60.46%.  The weighted
average FICO credit score is approximately 751.  Cash-out
refinance loans represent 39.40% of the mortgage pool and second
homes 10.60%.  The average loan balance is $541,382.  The five
states that represent the largest portion of mortgage loans are
California (34.84%), New York (10.15%), Illinois (5.88%),
Pennsylvania (4.22), and Florida (4.07%).

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 at http://www.fitchratings.com/

SAMI II deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  For federal income tax purposes, an election will be made
to treat the trust as two separate real estate mortgage investment
conduits.  U.S. Bank National Association will act as trustee.


SUPERIOR PLUS: S&P Places BB+ Corporate Credit Rating on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' long-term
corporate credit and 'BBB-' senior secured debt ratings on
Calgary, Alta.-based Superior Plus Inc. on CreditWatch with
negative implications following the company's announcement of
its US$350 million acquisition of JW Aluminium, a U.S.-based
independent flat rolled aluminum manufacturer of:

   * fin stock (for heating and air conditioning purposes),
   * building materials, and
   * converter foil.

Standard & Poor's will evaluate how the introduction of JW
Aluminum will affect the fund's consolidated business risk profile
and whether any potential increases in consolidated business risk
from adding a niche market aluminum manufacturer outweigh the
benefits of additional diversity to its asset base.  Although
further analysis is required, Superior's entry into the aluminum
fabrication industry could marginally increase the fund's overall
level of business risk, as the aluminum-rolled product market is a
low-margin industry that is mature and has become intensely
competitive.  Any increases in consolidated business risk, without
a notable improvement to the fund's financial profile could put
pressure on Superior's existing credit profile.

"We intend to resolve the CreditWatch status on Superior Plus
within the next 90 days after further analysis of the company's
operating and financial forecasts is completed," said Standard &
Poor's credit analyst Bhavini Patel.


SUPREME REALTY INVESTMENTS: Auditor Maintains Going Concern Doubt
-----------------------------------------------------------------
Supreme Realty Investments, Inc., amended its Form 10-KSB for the
years ended Dec. 31, 2004.  The amendment submitted to the
Securities and Exchange Commission includes a negative going
concern opinion from its auditor, George Stewart, CPA.

Mr. Stewart says there's substantial doubt about DynTek, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2004.
Mr. Stewart had the same doubts a year ago after auditing the
company's 2003 financials.  Mr. Stewart points to the Company's
recurring losses and a significant working capital deficiency at
June 30, 2005.

In its Form 10-KSB for the year ended Dec. 31, 2004, the Company
reported a $130,998 net loss from operations versus a net loss of
$74,288 for the year ended December 31, 2003.  The net loss in
2004 is attributed primarily to expenses associated with the
merger, loss of rental revenues, and non-cash depreciation
charges.

The Company's balance sheet shows $1,292,101 of assets at Dec. 31,
2005, and liabilities totaling $851,017.

For the years ended Dec. 31, 2004 and December 31, 2003, the
Company's net cash provided by operating activities totaled
($474,270) and $1,247,900, respectively.  This change relates
directly to a decrease in the Company's receivables and payment of
mortgages obligations that become payable in 2004.  At Dec. 31,
2004, the Company's unrestricted cash resources were $4,126 as
compared to $3,266 as of the year ended Dec. 31, 2003.

                 About Supreme Realty

Based in Orlando, Fla., Supreme Realty Investments, Inc. (OTCBB:
SUPR), is a real estate operating company that acquires interests
in hotel and resort properties with major franchise affiliations
that can benefit from product, operational, and brand
repositioning strategies.  Operating in major markets throughout
the U.S., Supreme's primary focus is on full service, select
service, boutique, and limited service hotels that are located in
close proximity to major airports, amusement parks, sports
stadiums, convention centers, and other popular attractions.  The
hotel and resort properties will be owned, operated, and managed
by Supreme Hotel Properties, Inc., a commonly-controlled
affiliate, owned jointly by Supreme's shareholders and Expotel
Hospitality Services, LLC, of New Orleans, La.


TABERNA PREFERRED: Fitch Puts BB+ Rating on $31.2MM Secured Notes
-----------------------------------------------------------------
Fitch Ratings assigns these ratings to Taberna Preferred Funding
III Ltd./Inc.:

     -- $188,500,000 class A-1A first priority senior secured
        floating-rate notes due 2036 'AAA';

     -- $210,000,000 class A-1B first priority delayed draw senior
        secured floating-rate notes due 2036 'AAA';

     -- $10,000,000 class A-1C first priority senior secured
        fixed/floating-rate notes due 2036 'AAA';

     -- $38,500,000 class A-2A second priority senior secured
        floating-rate notes due 2036 'AAA';

     -- $15,000,000 class A-2B third priority senior secured
        floating-rate notes due 2036 'AAA';

     -- $91,250,000 class B-1 fourth priority secured floating-
        rate notes due 2036 'AA';

     -- $7,500,000 class B-2 fourth priority secured
        fixed/floating-rate notes due 2036 'AA';

     -- $36,500,000 class C-1 deferrable fifth priority secured
        floating-rate notes due 2036 'A';

     -- $52,000,000 class C-2 deferrable fifth priority secured
        fixed/floating-rate notes due 2036 'A';

     -- $43,750,000 class D deferrable mezzanine secured floating
        rate notes due 2036 'BBB';

     -- $31,500,000 class E deferrable subordinate secured
        floating-rate notes due 2036 'BB+'.

The ratings of the class A-1A, A-1B, A-1C (collectively, the class
A-1 notes), A-2A, A-2B (collectively, the class A-2 notes,
together with the class A-1 notes, the class A notes), B-1 and B-2
(collectively, the class B notes) notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.

The ratings of the class C-1, C-2 (collectively, the class C
notes), D and E 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.  Periodic payments on the notes
will be paid quarterly starting in February 2006.

The notes are supported by the cash flows of a static portfolio
consisting of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies, homebuilders and a publicly rated
specialty finance company, as well as senior REIT debt securities
and commercial mortgage-backed securities.

Of the total portfolio, approximately 90% are trust preferred
securities and subordinated debt, approximately 7% are senior REIT
debt securities and 3% are CMBS.  The collateral was selected and
is monitored by Taberna Capital Management, LLC, which is a wholly
owned subsidiary of Taberna Realty Finance Trust.  Cohen Brothers,
LLC formed Taberna Capital on Aug. 28, 2003 and has since
contributed ownership of Taberna Capital to Taberna Realty Finance
Trust, a newly formed REIT.

Structural features include a delayed draw mechanism on the class
A-1B notes.  During the 120-day ramp-up period, as assets are
identified for purchase, the issuer will deliver additional notes
for proceeds to the class A-1B investors, who will be required to
meet established credit criteria.

Taberna Capital has the ability to sell defaulted and credit-risk
securities if it knows there is a default in payment of principal
and/or interest on another obligation that is senior or pari passu
to such security.  The portfolio is approximately 63% ramped at
closing with a 120-day ramp-up period.

The ratings are based on the capital structure of the transaction,
the quality of the collateral, and the overcollateralization and
interest coverage provided for within the indenture.  The four OC
tests and four IC tests will trap cash to bring the test back into
compliance any time a test is failing.  Cash trapped through any
OC or IC test failure will be used to pay down the most senior
notes outstanding sequentially.

As part of the rating process for this transaction, Fitch stressed
the underlying asset portfolio with a variety of default rates,
timing scenarios, and interest-rate scenarios, designed to
simulate varying economic conditions. This included modeling the
cash flows under middle-, front-, and back-loaded default stress
scenarios.  The majority of the trust preferred securities
included in the TABERNA III portfolio are unrated.  Fitch used a
hybrid approach to analyze the portfolio.  This analysis included
a combination of trust preferred criteria used by Fitch's
Financial Institutions and Insurance groups and Fitch's VECTOR
model analytics.

For further details on the stress tests and other structural
features of TABERNA III, including an equity cap, a turbo feature,
and an interest reserve account, see the presale report, available
on the Fitch Ratings web site at http://www.fitchresearch.com/

The placement agent for this transaction is Merrill Lynch, Pierce,
Fenner & Smith Incorporated.

For more information on Fitch's approach to rating equity and
mortgage REITs and CDOs of trust preferred securities, see the
criteria reports, 'Rating REITs - Same Foundation, Different
Playing Field,' dated Oct. 25, 1999, 'Mortgage REIT Rating
Criteria,' dated Dec. 16, 2004, and 'Rating Criteria for U.S. Bank
and Insurance Trust Preferred CDOs,' dated Feb. 2, 2005, available
at http://www.fitchratings.com/


TAYLOR CAPITAL: Fitch Assigns Single-B Short-Term Rating
--------------------------------------------------------
Fitch Ratings assigned a short-term rating of 'B' and revised the
Rating Outlook of Taylor Capital Group to Positive from Stable.
The Rating Outlook for TAYC's principal subsidiary, Cole Taylor
Bank ('BBB+') remains Stable.  Fitch has affirmed all other
ratings for TAYC and its subsidiaries.

In August 2005, TAYC issued 1.1 million shares of common stock,
thereby increasing the core capital position of the company by
nearly $40 million.  The Positive Outlook reflects TAYC's
issuance, which improved the capital position and mix, reduced
leverage and increased liquidity of the parent company.  The
issuance of common stock improved core capital and increased the
amount of trust preferred that now qualifies under Fitch's equity
policy and regulatory capital standards.

The Fitch equity capital ratio increased from 7.5% as of June 30,
2005 to 9.2% of total assets on a pro forma basis.  TAYC also
repaid its outstanding subordinated debt and term note, reducing
the amount of leverage at the holding company.  Positively, TAYC
has and plans to retain the net proceeds, which substantially
improves its liquidity position.

Resolution of the Outlook will come with continued maintenance of
capital, leverage, and liquidity levels over the 12-24 month time
horizon to ensure changes in the financial strength of the parent
company are enduring.

Ratings reflect the company's niche in serving owner operator
businesses and its average funding profile.  TAYC continues to
sharpen its focus on business and community banking and improve
efficiency.  Asset quality is average, however, exposure to
several large credits is indicative of a greater risk tolerance.

The ratings are assigned with a Positive Rating Outlook by Fitch:

   Taylor Capital Group, Inc.

     -- Short-term nondeposit 'B'.

   Ratings are affirmed and assigned a Positive Rating Outlook by
   Fitch:

   Taylor Capital Group, Inc.

      -- Long-term senior at 'BB+';
      -- Individual at 'C';
      -- TAYC Capital Trust I 'BB-'.

The ratings are affirmed by Fitch:

   Taylor Capital Group, Inc.

      -- Support at '5'.

Ratings are affirmed with a Stable Rating Outlook by Fitch:

   Cole Taylor Bank

      -- Short-term deposits at 'F2';
      -- Short-term nondeposit at 'F3';
      -- Long-term deposits at 'BBB';
      -- Long-term senior at 'BBB-';
      -- Individual at 'B/C';
      -- Support at '5'.


TECTONIC NETWORK: Needs More Time to File Annual Report
--------------------------------------------------------
Tectonic Network, Inc., formerly Return On Investment Corporation,
advised the Securities and Exchange Commission that it will be
late in filing its annual report on Form 10-KSB for the fiscal
year ended June 30, 2005.

The Company tells the SEC that it needs to obtain sufficient funds
to pay advisors, including current and predecessor accountants, in
order for work to be completed.  As a result, it has taken the
Company longer than anticipated to prepare its financial
statements, and the Company's accountants and predecessor
accountants will also need additional time to complete their audit
of the financial statements.

The Company reports an unaudited net loss of approximately $6.0
million for the year ended June 30, 2005, including an unaudited
gain on disposal of discontinued operations of $9.9 million and an
unaudited impairment of goodwill and intangibles charges of $5
million.  For the year ended June 30, 2004, the Company reported a
net loss of approximately $6.0 million.

The Company has unaudited revenues of approximately $1.2 million
for the year ended June 30, 2005.  For the year ended June 30,
2004, it reported revenues of $1.2 million.

                     Going Concern Doubt

In its quarterly report for the period ended March 31, 2005, the
Company stated that significant losses since inception and
continuing throughout fiscal 2005 and the beginning of fiscal 2006
raise doubt about its ability to continue as a going concern.

BDO Seidman, LLP, audited the Company's financial statements for
the fiscal year ending June 30, 2004 and 2003.  The auditors
issued a clean and unqualified opinion.  Management first issued
the "substantial doubt" phrase in its quarterly report for the
period ended March 31, 2005.

The Company reports that its net losses and negative cash flow
were likely to continue for the foreseeable future.  The company
is evaluating all alternatives to improve its finances, including
the possibility of a restructure through bankruptcy.

                     About Tectonic Network

Based in Kennesaw, Ga., Tectonic Network, Inc. (OTCBB:TNWK) --
http://www.tectonicnetwork.com/-- provides end-to-end marketing
and sales support solutions that connect buyers and sellers of
building products and construction services.  The products and
services of Tectonic Network make it easier for designers,
architects, contractors, and owners to find, select and buy
commercial building products.


THERMOVIEW INDUSTRIES: Withdrawing Common Stock Listing in AMEX
---------------------------------------------------------------
ThermoView Industries, Inc.'s Board of Directors approved a
resolution to voluntarily withdraw ThermoView's common stock from
listing on The American Stock Exchange.  The Board's decision was
based upon a determination that ThermoView would not be able to
timely comply with the Exchange's ongoing financial compliance
standards under Section 1003 of the Exchange's Company Guide, as
well as the conditions leading to the Chapter 11 filing.
ThermoView so notified the Exchange on September 26, 2005.

On September 27, 2005, ThermoView received notice from the
Exchange that its Chapter 11 filing impaired the Company's
compliance with the continued listing standards contained Section
1003(a)(iv) of the Company Guide in that the Company's "financial
condition has become so impaired that it appears questionable, in
the opinion of the Exchange, as to whether the Company will be
able to continue operations and/or meet its obligations as they
mature."   The Exchange further notified the Company that it will
initiate immediate delisting proceedings.

The Company received notice on April 28, 2005, from the Exchange
staff that the Company did not satisfy certain AMEX standards,
including Section 1003(a)(i) of the AMEX Company Guide, in that
the Company's stockholders' equity is less than $2 million and
that the Company has sustained losses from continuing operations
and net losses in two of our three most recent fiscal years.

In addition, AMEX has indicated that the Company did not satisfy
Section 1003(a)(ii) of the AMEX Company Guide because its
stockholders' equity is less than $4 million and it has sustained
losses from continuing operations and net losses in three of our
four most recent fiscal years.

In order to maintain listing of the Company's Common Stock on
AMEX, it timely submitted a plan by May 31, 2005, advising AMEX of
the actions it has taken and will take that would bring it into
compliance with the applicable listing standards.

By letter of June 28, 2005, AMEX accepted the plan, granting the
Company an extension to continue listing during the plan period
until October 30, 2006, during which time it will be subject to
periodic review to determine whether it is making progress
consistent with the plan.  If the Company is not in compliance
with the continued listing standards at the end of the plan period
or do not make progress consistent with the plan during such
period, AMEX may initiate delisting proceedings with respect to
its Common Stock.

ThermoView continues to be required to file reports with the SEC
under Section 13 of the Securities Exchange Act of 1934, including
quarterly and annual reports, and its common stock is expected in
the ordinary course to be included for quotation on the OTC
Bulletin Board.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.


TRENWICK GROUP: Court Refuses to Reopen Cases
---------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware denied LaSalle Cover Company, LLC, and Costa
Brava Partnership III, L.P.'s request to:

    a) set aside dismissal orders for Trenwick Group, Ltd., and
       LaSalle Re Holdings Limited;

    b) reopen the Debtors' bankruptcy cases; and

    c) appoint Chapter 11 Trustees.

LaSalle Cover and Costa Brava are creditors and equity holders of
the Debtors.  They are registered owners of:

   -- 1,350,830 shares of Series A Preferred Stock of LaSalle Re
      Holdings, and

   -- 220,000 shares of Common Stock of Trenwick Group.

LaSalle Cover also holds a liquidated, non-contingent, non-
disputed $7.6 million unsecured claim against LaSalle Re Holdings.

The Creditors asked for the reopening of the Debtors' chapter 11
cases because they alleged that the Bankruptcy Court rendered its
decisions regarding the Confirmation of Trenwick America's Plan
and Motion to Dismiss based on inaccurate information.

                     Credit Agreement

As reported in the Troubled Company Reporter, Trenwick America
Corporation and Trenwick Holdings Limited (UK), Trenwick Group's
subsidiaries, entered into a $490 million credit agreement with
various Banks in September 2000.  LaSalle Re Holdings and LaSalle
Re Limited guaranteed the credit agreement.

The credit agreement consisted of:

   -- a $260 million revolving credit facility, and
   -- a $230 million letter of credit facility.

The Revolving Credit Facility was converted into a four-year term
loan and repaid in full by a loan from LaSalle Re Limited to
Trenwick Group.  Trenwick Group paid $195 million to the Banks on
Trenwick America's behalf on June 17, 2002.

On Dec. 24, 2002, the Credit Agreement was further amended to:

   -- reduce the Letter of Credit to $182.5 million; and

   -- grant the Banks security interest in the assets and debts of
      Trenwick Group's subsidiaries.

The Creditors told the Bankruptcy Court that that it is not clear
whether the transferred money constituted a loan or a capital
contribution in Trenwick America.  Neither Trenwick Group nor
Trenwick America included the transfer as a debt or receivable in
their Schedules of Assets and Liabilities.

The Creditors claimed that the Debtors did not disclose during the
Plan confirmation hearing on Oct. 27, 2004, that:

   (a) they had entered into the Second Amended Credit Agreement
       the previous day;

   (b) the terms of the Second Amended Credit Agreement
       substantially prejudiced the rights of the Debtors'
       creditors -- other than the Banks -- and shareholders by
       purporting to encumber their assets;

   (c) if Trenwick America owes Trenwick Group $195 million,
       the debt would constitute a significant unadministered
       asset in Trenwick Group's estate; and

   (d) if Trenwick Group holds a $195 million claim against
       Trenwick America, that claim would likely render Trenwick
       America's Plan not feasible and therefore not confirmable.

Headquartered in Hamilton, Bermuda, Trenwick Group, Ltd. --
http://www.trenwick.com/-- and LaSalle Re Holdings Limited filed
for Section 304 proceeding on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11193 & 05-11194).  The Debtors are affiliates of Trenwick
America Corporation.  The Debtors, together with Trenwick America,
filed for chapter 11 protection on August 20, 2003 (Bankr. D. Del.
Case No. 03-12637).  On Nov. 2, 2004, the Honorable Judge Walrath
dismissed Trenwick Group and LaSalle Re Holdings' chapter 11 cases
and the cases were closed on Dec. 29, 2004.  Mark E. Felger, Esq.,
at Cozen O'Connor represents the Debtors.  When the Debtors filed
for ancillary proceeding, they estimated assets between $10
million and $50 million and debts between $50 million to $100
million.


US AIRWAYS: Court Approves Sale/Leaseback Deal with Fortress
------------------------------------------------------------
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia gave US Airways, Inc., and its debtor-
affiliates permission to implement a sale and simultaneous
leaseback of five Aircraft with Fortress Investment Group LLC.

As reported in the Troubled Company Reporter on Sept. 14, 2005,
the Aircraft consist of five Airbus 330-300s, bearing
manufacturer's serial numbers 333, 337, 342, 370, and 375, each
equipped with two Pratt & Whitney 4168 engines.

According to Brian P. Leitch, Esq., at Arnold & Porter, in
Denver, Colorado, Fortress will utilize one or more U.S. trust or
other entities to consummate the Transaction.  The Transaction
includes the payment of liquidated damages and payment of
transaction costs, including an immediate expense advance.

Specifically, the Debtors will sell the Aircraft to Fortress
pursuant to these terms:

      Buyer/Lessor: One or more U.S. trusts or other entities
                    selected by Fortress.

     Seller/Lessee: USAI

        Guarantors: Each parent of USAI, including US Airways
                    Group, Inc., and their successors under the
                    Plan of Reorganization.

             Lease: A triple net leaseback.

     Purchase Date/
Rent Commencement
              Date: After the Plan Confirmation Date but prior to
                    the Effective Date.

    Purchase Price: An aggregate of $273,000,000 or $54,600,000
                    per Aircraft, payable in two installments for
                    each Aircraft:

                    (1) $49,600,000, less first month's rent and
                        the portion of fees, costs and expenses
                        related to the Transaction and payable by
                        the Debtors; and

                    (2) $5,000,000, less any Offset Amount.

       Lease Term/
      Renewal Term: An average of 84 months, plus the Debtors
                    will have a one-time option to extend the
                    Lease for each Aircraft for six to 24 months.

Transaction Costs: USAI will pay all costs and expenses related
                    to the Transaction, including Fortress' legal
                    fees and expenses, subject to a $300,000 cap.
                    Fortress will pay all costs of any Funding or
                    Syndication.  Upon USAI's acceptance of the
                    Term Sheet and Court approval, USAI will pay
                    Fortress an advance of $250,000.

Liquidated Damages
        for Failure
          to Close: USAI will pay $4,095,000, or 1.5% of the
                    purchase price, to Fortress as non-refundable
                    liquidated damages if the Transaction does
                    not close by October 31, 2005.

       Exclusivity: USAI will not negotiate with any other party
                    for the Aircraft and will provide Fortress a
                    copy of any proposal it may receive.

          Right of
       First Offer: If US Airways finances or sells any Aircraft,
                    Fortress will have an opportunity to match
                    the proposal.

The Aircraft are subject to liens:

   -- arising from US Airways Series 2000-1 Enhanced Equipment
      Trust Certificates; and

   -- of the ATSB Lenders under the ATSB Loan and the subordinate
      liens of Eastshore Aviation, LLC under the Junior Secured
      DIP Credit Facility.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Fitch Affirms Junk Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.

In conjunction with these rating actions, Fitch has removed AWA's
debt obligations from Rating Watch Negative and established a
Negative Outlook on US Airways Group and all rated obligations of
US Airways and America West.  Fitch's ratings apply to
approximately $350 million in unsecured debt obligations.

On Sept. 27, US Airways Group and America West Holdings Corp.
completed their merger, with AWA becoming a subsidiary of US
Airways Group.  The merger marries US Airways' heavy East Coast
presence with AWA's strength in the Southwest and West.  Due to
the complexities of integration, however, the two carriers plan to
continue under separate Federal Aviation Administration operating
certificates for up to two years as they work to create one
airline out of two.  Although the merger and its related capital
infusions likely constituted the only option either carrier had
for long-term survival, significant credit concerns remain.

The merger has increased the combined carriers' liquidity
considerably, far above the prior individual liquidity positions
of either US Airways or AWA.  As a result of new equity
injections, partner and supplier support, asset sales, and sale-
leaseback transactions, US Airways Group has approximately $1.8
billion in unrestricted cash on its balance sheet, equivalent to
18% of the combined carriers' revenues over the last 12 months of
$9.6 billion.

By way of comparison, as of June 30, AWA's unrestricted cash was
equivalent to 13% of its LTM revenues, while US Airways
unrestricted cash was equal to only 7.9% of its LTM revenues.  The
improved liquidity cushion established through the transaction
makes it unlikely that US Airways will face a renewed cash crisis
in 2006, even if fuel prices remain at or above their very high
current levels.

US Airways hopes to achieve annual revenue and expense synergies
of $600 million as a result of the transaction: $350 million
through network optimization, revenue improvements, and Hawaii
flying and $250 million through reduced operating expenses.  It is
likely that the carrier can achieve most of the $250 million in
costs savings.  The other $350 million in synergies could be more
problematic, as achieving those synergies will be dependent, in
large part, upon competitive reactions that the carrier cannot
control.  Revenue synergies, in particular, are notoriously
difficult to achieve.  On a positive note, however, the carrier
could be well positioned to take advantage of the likely
improvement in revenues that will arise from the upcoming capacity
pull-backs at Delta, Northwest, and FlyI.

Historically, labor integration has been a contentious issue in
airline mergers and has in many cases determined whether or not
mergers have succeeded.  The overriding concern in this case is
the seniority differences between the relatively senior US Airways
employees and the more-junior AWA employees.  This could lead to
lengthy and difficult discussions on labor integration that could
delay some of the merger's synergy benefits.  Mitigating these
concerns somewhat is the fact that pilots and flight attendants at
both airlines are represented by the same unions, which have
established procedures for integrating seniority lists.  However,
there are differences in union representation for other employee
groups, including mechanics and ground workers, which will make
the integration of those groups more challenging.

Despite its strengthened liquidity position, US Airways' leverage
continues to be high, albeit improved over pre-Chapter 11 levels.
The carrier's debt load is currently estimated at approximately
$3.5 billion.  Upcoming debt maturities and capital spending needs
will continue to consume a significant amount of cash,
particularly in the 2007 through 2009 timeframe.  This, combined
with integration and transition expenses in 2005 and 2006,
heighten the necessity that the carrier achieve many of the
targeted revenue and cost synergies that it hopes to achieve
through the merger.  It is important to note, however, that US
Airways was able to jettison its underfunded defined benefit
pension plans as part of its Chapter 11 reorganization, removing
those significant cash liabilities.

Fuel prices are likely to remain high and volatile for the
foreseeable future, creating continued challenges for the entire
industry.  Fitch estimates that a 10-cent change in jet fuel
prices will translate into a $125 million change in annual
operating expenses for the merged carrier.  If fuel prices stay at
current levels or increase further, a significant portion of the
synergistic cost savings will be consumed by higher fuel costs.
Although US Airways has not hedged its fuel expenses, AWA has one
of the better hedging positions in the industry, with 50% of its
estimated fourth-quarter 2005 fuel expenses hedged with caps of
$58 per barrel of crude oil.  Its hedges carry into most of 2006,
with a declining percentage of its fuel needs hedged in each
successive quarter. Its 2006 caps are at approximately $60 per
barrel.

Overall, the transaction adds risk to AWA's operational and
financial prospects going forward.  However, for US Airways, it
has provided a critical lifeline that the carrier needed to avoid
liquidation in the near term.  Whether or not the merged carrier
remains viable over the longer term will be largely determined by
how well management can integrate the two carriers while
continuing to deal with high fuel costs and revenue pressures.
With 90% of US Airways debt secured, estimated recoveries for
unsecured debtholders in a default scenario would likely be very
low, no more than 10 cents on the dollar.


WARWICK VALLEY: Restating Financials to Reflect Cash Flow Changes
-----------------------------------------------------------------
Warwick Valley Telephone Company (NASDAQ: WWVYE) says it needs to
restate its financial statements for:

   -- each of the two years in the period ended 2003 (appearing in
      its Annual Report on Form 10-K for the year ended Dec. 31,
      2003);

   -- during fiscal years 2003 and 2004 (appearing in its Forms
      10-Q for each of the quarters ended March 31, 2004, June 30,
      2004 and Sept. 30, 2004),

and therefore such financial statements should no longer be relied
upon.

During those periods, the cash distributions of earnings received
from the Orange County-Poughkeepsie Partnership, an investment
accounted for under the equity method of accounting, were
incorrectly classified as investing activities.  Because the cash
distributions of O-P represent a return on the Company's
investment in O-P, they should have been classified as operating
activities.  The impact of the related restatement will increase
cash flows from operating activities and correspondingly decrease
cash flows from investing activities previously reported in those
periods.  This restatement has no impact on the Company's "Net
increase in cash and cash equivalents" in the Consolidated
Statement of Cash Flows, or on revenues, expenses, net income,
earnings per share in the Consolidated Statement of Net Income, or
any Consolidated Balance Sheet items.

                     Material Weakness

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, Warwick Valley's
management identified certain control deficiencies in its internal
controls.  Since the Company has not completed its assessment,
PricewaterhouseCoopers LLP's report disclaims an opinion on
management's assessment and the effectiveness of the Company's
internal controls.

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 disclosed that the Company did
not maintain:

     (i) an effective control environment;

    (ii) a sufficient complement of personnel with an appropriate
         level of accounting knowledge, experience and training in
         the selection and application of generally accepted
         accounting principles commensurate with the Company's
         financial reporting requirements;

   (iii) effective controls over the period-end financial
         reporting process;

    (iv) effective controls over access to programs and data; and

     (v) effective controls over segregation of duties.

"Our evaluation of the Company's internal control over financial
reporting as of Dec. 31, 2004 is substantially complete," the
Company disclosed in its Annual Report.  "However, as we finalize
our assessment of control deficiencies we may identify additional
deficiencies and conclude that those deficiencies, either
individually or in combination with others, constitute one or more
additional material weaknesses."

Each of these control deficiencies could result in a misstatement
of the aforementioned accounts or disclosures that would result in
a material misstatement to the interim or annual consolidated
financial statements that would not be prevented or detected.

Warwick Valley Telephone Company is based in Warwick, N.Y.  The
Company's Sept. 30, 2004 balance sheet shows $67 million in
assets and $26 million in liabilities.


WARWICK VALLEY: Taps WithumSmith+Brown to Replace PwC as Auditors
-----------------------------------------------------------------
Warwick Valley Telephone Company (NASDAQ: WWVYE) engaged
WithumSmith+Brown, PC, as its independent registered accounting
firm effective Sept. 27, 2005.  WithumSmith will audit the
Company's financial statements, including the audit of the
effectiveness of internal control over financial reporting, for
the year ended Dec. 31, 2005.

The Company dismissed PricewaterhouseCoopers LLP as its auditors
effective upon completion of services related to the audit of the
Dec. 31, 2004, financial statements and the effectiveness of
internal controls over financial reporting.

The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change its
independent registered public accounting firm.  PwC has been the
Company's auditors commencing with the audit of the financial
statements for the year ended Dec. 31, 2003.

The Company disclosed that there have been no disagreements with
PwC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

                     Material Weakness

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, Warwick Valley's
management identified certain control deficiencies in its internal
controls.  Since the Company has not completed its assessment,
PwC's report disclaims an opinion on management's assessment and
the effectiveness of the Company's internal controls.

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 disclosed that the Company did
not maintain:

     (i) an effective control environment;

    (ii) a sufficient complement of personnel with an appropriate
         level of accounting knowledge, experience and training in
         the selection and application of generally accepted
         accounting principles commensurate with the Company's
         financial reporting requirements;

   (iii) effective controls over the period-end financial
         reporting process;

    (iv) effective controls over access to programs and data; and

     (v) effective controls over segregation of duties.

"Our evaluation of the Company's internal control over financial
reporting as of Dec. 31, 2004 is substantially complete," the
Company disclosed in its Annual Report.  "However, as we finalize
our assessment of control deficiencies we may identify additional
deficiencies and conclude that those deficiencies, either
individually or in combination with others, constitute one or more
additional material weaknesses."

Each of these control deficiencies could result in a misstatement
of the aforementioned accounts or disclosures that would result in
a material misstatement to the interim or annual consolidated
financial statements that would not be prevented or detected.

Warwick Valley Telephone Company is based in Warwick, N.Y.  The
Company's Sept. 30, 2004 balance sheet shows $67 million in
assets and $26 million in liabilities.


WHEELING-PITTSBURGH: Parties Approve $250 Million Term Loan Pact
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation (Nasdaq: WPSC) obtained
various approvals from the Emergency Steel Loan Guarantee Board,
as Federal guarantor, Royal Bank of Canada, as administrative
agent, and the lenders under its $250 million term loan agreement.

The approvals allow for:

   -- the contribution of its coke producing and related assets to
      the joint venture with SNA Carbon, a wholly owned subsidiary
      of Severstal North America, Inc.;

   -- a liquidity enhancement of up to $75 million by allowing an
      increase in borrowing availability under its existing
      $225 million revolving credit facility;

   -- financial covenant relief for the third and fourth quarters
      of 2005; and

   -- other administrative matters.

                    Covenant Amendments

During most of 2005, Wheeling-Pittsburgh's earnings have been
hampered by unusual events, including disruption in coal
deliveries from its major coal supplier, the ductwork collapse at
its basic oxygen furnace in December 2004, and issues related to
the early ramp-up and operation of its electric arc furnace.

In recognition of these events, the lenders have agreed to modify
the financial covenants for the third and fourth quarters of 2005.
With these modifications, Wheeling-Pittsburgh expects to be in
compliance with the covenants for the third quarter of 2005.  As
previously reported, the Company may not be in compliance with
certain financial covenants in future periods, depending on future
market conditions and other factors.  The Company says it intends
to continue working with the ESLGB and its lenders on this matter.

                  Third Quarter Financials

Wheeling-Pittsburgh also announced today that operating income for
the third quarter is anticipated to be in excess of $20 million
lower than previously expected. This is primarily due to greater
than anticipated increases in scrap costs in the third quarter, as
well as lower selling prices.  Third quarter shipments are
expected to be 550,000 tons, up 25,000 tons from 525,000 tons, and
production is expected to be 30,000 tons lower, from 600,000 to
570,000 tons.

"Raw material costs increased more rapidly in the third quarter
than our ability to recoup them in higher prices," said James G.
Bradley, Chairman and CEO of Wheeling-Pittsburgh Steel.  "We are,
however, extremely pleased with the closing of our coke plant
joint venture as well as with the cooperation we have received
from the ESLGB, Royal Bank of Canada and the lenders in helping us
form that venture, improve our liquidity and resolve our immediate
covenant issues."

Wheeling-Pittsburgh Steel is a steel company engaged in the
making, processing and fabrication of steel and steel products
using both integrated and electric arc furnace technology.  The
Company's products include hot rolled and cold rolled sheet and
coated products such as galvanized, pre- painted and tin mill
sheet.  The Company also produces a variety of steel products
including roll formed corrugated roofing, roof deck, floor deck,
bridgeform and other products used primarily by the construction,
highway and agricultural markets.

Wheeling-Pittsburgh Steel Corporation and eight debtor-affiliates
filed for Chapter 11 protection on Nov. 16, 2000 (Bankr. N.D. Ohio
Case No. 00-43394).  WPSC was the nation's seventh largest
integrated steelmaker at the time, reporting $1.3 billion in
assets and liabilities exceeding $1.1 billion.  In September 2002,
Royal Bank of Canada filed an application on behalf of the company
with the Emergency Steel Loan Guarantee Board to obtain a
$250 million federal steel loan guarantee.  The application for
the loan guarantee was approved in March 2003.  The Debtors' plan
of reorganization was confirmed on June 18, 2003, and the plan
became effective on Aug. 1, 2003.  Michael E. Wiles, Esq., at
Debevoise & Plimpton LLP, and James M. Lawniczak, Esq., at Calfee,
Halter & Griswold LLP, represent the Debtors.


WINN-DIXIE: Auditors Likely to Express Going Concern Doubt in 10-K
------------------------------------------------------------------
Winn-Dixie Stores, Inc. reported in a form NT 10-K filed with the
Securities and Exchange Commission on Sept. 12, 2005 that the
Company is in the process of finalizing its annual financial
statement for the fiscal year 2005.  The Company is also
finalizing related supporting documents which includes the impact
of Hurricane Katrina on its operations.

The Company says it was unable to complete the work necessary to
timely file its annual report due to theses four factors:

    (1) the Company's chapter 11 filing;

    (2) additional and critical demands placed on the Company's
        senior management due to the chapter 11 filing;

    (3) the significant time and attention devoted to the
        Restructuring Plan; and

    (4) the completion of the internal control assessment.

                       What to Expect

The Company says that it expects to report a loss from continuing
operations of approximately $666 million for the fiscal year 2005
compared to a loss of $50.8 million for the fiscal year 2004.  The
loss is expected to include impairment charges of approximately
$250 million compared for the fiscal year 2005 compared to $35
million for the fiscal year 2004.

Restructuring charges are expected to be at $84 million for the
fiscal year 2005 compared to $9 million for the prior fiscal year.
Net loss for the fiscal year 2005 is expected to include a net
gain from reorganization items of approximately $148 million which
includes primarily non-cash gains related to lease rejections.

The Company also expects income tax expenses to be $190 million
compared to a benefit of $36.7 million in the prior fiscal year.
This is a result of a full valuation allowance on deferred tax
assets in the second quarter of fiscal 2005.

                  Likely Going Concern Doubt

The Company also expects the report of its independent registered
public accounting firm will contain an explanatory paragraph
stating that significant matters exist concerning the Company that
raise substantial doubt about its ability to continue as a going
concern.

             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: Court Okays Gordon Group to Sell Equipment
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates authority to
sell their Equipment through the Gordon Group free and clear of
liens, claims and interests pursuant to Section 363 of the
Bankruptcy Code, and exempt from stamp or similar tax pursuant to
Section 1146(c) of the Bankruptcy Code.

As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, the Debtors operate a facility in Fitzgerald,
Georgia, that produces their "Chek" brand of carbonated sodas and
their "Arizona Tea" line, as well as a line of condiments like
peanut butter, mayonnaise, syrup, ketchup and jelly, which the
Debtors sell in their stores.

                        Agency Agreement

Mr. Baker points out that the Agency Agreements relating to the
Fitzgerald Facility and Astor Facility are substantially similar
except for their monetary terms:

A. Payments to the Debtors and Agent -- Fitzgerald Facility

    The Agent guarantees and pays up front $900,000 to Winn-Dixie
    Stores, Inc., for the Equipment at the Fitzgerald Facility.
    The Proceeds generated by the sale of the Fitzgerald Equipment
    will be paid as follows:

    (1) the Proceeds up to and including $900,000 will be paid to
        the Agent;

    (2) the next $50,000 of Proceeds will be paid to Winn-Dixie;

    (3) the next $50,000 of Proceeds will be shared 75% by Winn-
        Dixie and 25% by the Agent;

    (4) the next $50,000 of Proceeds will be shared 65% to Winn-
        Dixie and 35% to the Agent;

    (5) the next $50,000 of Proceeds will be shared 55% to Winn-
        Dixie and 45% to the Agent; and

    (6) all Proceeds in excess of $1,100,000 will be shared 50% by
        Winn-Dixie and 50% by the Agent.

B. Payments to Debtors and Agent -- Astor Facility

    The Agent guarantees and pays up front $575,000 to Winn-Dixie
    for the Equipment at the Astor Facility.  The Proceeds
    generated by sales of the Astor Equipment will be paid as
    follows:

    (1) the Proceeds up to and including $575,000 will be paid to
        the Agent;

    (2) the next $50,000 of Proceeds will be paid to Winn-Dixie;

    (3) the next $50,000 of Proceeds will be shared 75% by Winn-
        Dixie and 25% by the Agent;

    (4) the next $50,000 of Proceeds will be shared 65% to Winn-
        Dixie and 35% to the Agent;

    (5) the next $50,000 of Proceeds shall be shared 55% to Winn-
        Dixie and 45% to the Agent; and

    (6) all Proceeds in excess of $775,000 will be shared 50% by
        Winn-Dixie and 50% by the Agent.

C. Buyer's Premium

    The Agent will retain the entire amount of any premium added
    to the successful bid received from purchasers of Equipment in
    an amount not to exceed 10% of that successful bid and which
    will be paid by the purchasers of the Equipment.  This buyer's
    premium is not included in determining Proceeds to be
    distributed to Winn-Dixie.

D. Final Reconciliation

    Within 30 days after the Sale Termination Date, the Agent and
    Winn-Dixie will jointly prepare a final reconciliation
    including, without limitation, a summary of Proceeds,
    Additional Return and any other accountings required.  Within
    five days of completion of the Final Reconciliation, any
    undisputed and unpaid Additional Return will be paid by the
    Agent to Winn-Dixie.

E. Expenses of the Sale

    All Expenses will be borne by the Agent.  All Company Expenses
    will be borne by Winn-Dixie.

                           Court Order

The Court authorizes the Debtors to sell the equipment through
the Gordon Group pursuant to the Agency Agreements.  The Court
further permits the Debtors to employ the Gordon Group as their
liquidation agent.

To the extent that any remaining equipment is sold by the Gordon
Group subsequent to the date of the final reconciliation, the
Gordon Group will pay to the Debtors the additional return
related to the sale without further delay.

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 Three Facility Leases on Oct. 31
------------------------------------------------------------
As previously reported, Winn-Dixie Stores, Inc., and its debtor-
affiliates are engaged in a footprint reduction that is expected
to result in the sale or closure of 326 stores and related
facilities.  The Debtors have sold more than 100 Targeted Stores
and sent rejection notices for another 200 Targeted Stores.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that because of the footprint reduction, the
Debtors no longer need and have decided to close three of their
distribution centers in three marketing areas that they are
exiting:

    (1) Atlanta, Georgia;
    (2) Charlotte, North Carolina; and
    (3) Greenville, South Carolina.

Mr. Baker adds that the Debtors have also decided to close a
pizza plant and two dairies, one of which is connected to the
Distribution Center in Greenville and the other located in
Highpoint, North Carolina.

According to Mr. Baker, the Distribution Centers in Atlanta,
Charlotte and Greenville, the Highpoint Dairy, and the Pizza
Plant, are all leased by the Debtors for a combined monthly rent
in excess of $700,000:

   Facility       Location            Lessor        Monthly Rent
   --------       --------            ------        ------------
   Atlanta        Atlanta,     FU/WD Atlanta, LLC      $157,375
   Distribution   Georgia
   Center

   Charlotte      Charlotte,   ZSF/WD Charlotte, LLC    291,099
   Distribution   North
   Center         Carolina

   Greenville     Taylors,     ZSF/WD Greenville, LLC   150,544
   Distribution   South
   Center/Dairy   Carolina

   Highpoint      High Point,  ZSF/WD High Point, LLC    40,871
   Dairy &        North
   Culture Plant  Carolina

   Montgomery     Montgomery   ZSF/WD Montgomery-        11,771
   Pizza Plant    Alabama      Gunter, LLC

The Debtors have concluded that the Facility Leases constitute a
burden on their estates, and are not necessary for an effective
reorganization, Mr. Baker says.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Middle District of Florida to reject the leases on:

   -- Oct. 31, 2005, for the Atlanta, Charlotte and Greenville
      Facilities, and

   -- Nov. 30, 2005, for the lease for the Highpoint Dairy and the
      Pizza Plant.

Moreover, the Debtors ask the Court to set a bar date for any of
the applicable landlords to file any rejection damage claim
arising in connection with the Facility Leases.  The Debtors also
want to abandon personal property located at the Leased
Facilities.

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).


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (480)       1,447       59
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Columbia Laborat        CBRX        (12)          18       11
Coley Pharma            COLY         (5)          71       30
Compass Minerals        CMP         (81)         667      129
Crown Media HL-A        CRWN        (34)       1,289     (130)
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Immersion Corp.         IMMR        (11)          46       30
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
NPSP Pharm Inc.         MYG         (98)         310      215
Nexstar Broadc - A      NXST        (51)         684       27
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Quality Distrubu        QLTY        (26)         380       18
Qwest Communication     Q        (2,663)      24,070    1,248
RBC Bearings Inc.       ROLL         (5)         247      125
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
Rural Cellular-A        RCCC       (465)       1,376       30
Ruth's Chris Stk        RUTH        (49)         110     (22)
SBA Comm. Corp.-A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (16)          17      (23)
TRX Inc.                TRXI         (9)          62      (27)
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (48)         447      (96)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.-A       WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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